EXHIBIT 10.40

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this  "Agreement"), dated as of April 5 , 2000, is
made and entered into by and among EGLOBE/COAST,  INC., a corporation  organized
under the laws of  Delaware  (the  "Company"),  EXTL  INVESTORS,  LLC, a limited
liability company organized under the laws of Nevada ("EXTL Investors"), SPECIAL
INVESTMENT  RISKS,  LLC, a limited liability company organized under the laws of
Nevada  ("Special  Investment"  and together with EXTL  Investors,  the "Secured
Parties") and EXTL INVESTORS, LLC, as collateral agent (with its successors, the
"Collateral Agent").

                                   WITNESSETH:

     WHEREAS,  eGlobe Financing  Corporation,  a Delaware  corporation  ("eGlobe
Financing")  and  a  wholly  owned  subsidiary  of  eGlobe,   Inc.,  a  Delaware
corporation (the "Parent"),  IDX Financing  Corporation,  a Delaware corporation
and a wholly  owned  subsidiary  of IDX  International,  Inc.,  a  wholly  owned
subsidiary of the Parent ("IDX Financing"), and Telekey Financing Corporation, a
Delaware  corporation and a wholly owned  subsidiary of Telekey,  Inc., a wholly
owned  subsidiary of the Parent  ("Telekey  Financing"  and together with eGlobe
Financing and IDX Financing, the "Financing Companies"), issued and sold to EXTL
Investors as of June 30, 1999, and EXTL  Investors  purchased from the Financing
Companies,  the Financing  Companies' 5% Secured Notes (the "Secured Notes") and
the Financing  Companies  executed and  delivered a revolving  note based on the
balance of  accounts  receivable  (the "A/R  Note"),  pursuant  to the terms and
conditions  of the Loan and Note Purchase  Agreement  dated April 9, 1999 by and
among eGlobe Financing,  the Parent, and EXTL Investors,  as amended by a letter
agreement  dated June 16, 1999,  Amendment  No. 1 to the Loan and Note  Purchase
Agreement  dated as of June 30,  1999 and  Amendment  No. 2 to the Loan and Note
Purchase  Agreement dated as of the date hereof (as amended,  the "Loan and Note
Purchase Agreement"); and

     WHEREAS,  on December 2, 1999, Coast  International,  Inc. ("Coast") merged
with and into the  Company  pursuant  to the terms of an  Agreement  and Plan of
Merger  dated  November  29,  1999  among  Parent,  the  Company,  Coast and the
stockholders  of  Coast,  as a result  of which the  Company  was the  surviving
company and remained a wholly owned subsidiary of Parent (the "Coast Merger");

     WHEREAS,  prior to the Coast  Merger and  pursuant  to a certain  Revolving
Credit Note Agreement dated March 5, 1999,  Special Investment has lent to Coast
an aggregate  principal  amount of $3,250,000 as evidenced by a promissory  note
(the "Special Investment Note"); and

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     WHEREAS,  in connection  with the  consummation  of the Coast  Merger,  the
Company assumed  Coast's  obligations to repay all amounts due and payable under
the Special Investment Note, whether at maturity,  by acceleration or otherwise,
in accordance with the terms of the Special Investment Note; and

     WHEREAS,  the Company is  guaranteeing  the payment and  performance by the
Financing Companies of obligations under the Loan and Note Purchase Agreement as
more fully set forth in the Guaranty dated as of the date hereof for the benefit
of EXTL Investors (the "Guaranty"); and

     WHEREAS,  in connection  with the Company's  assumption of the  obligations
under the Special  Investment Note and EXTL Investors' waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Secured Parties
desire to obtain  from the  Company  and the  Company  desires to provide to the
Secured  Parties  a  security  interest  in  the  collateral  more  particularly
described below; and

     WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein  shall have the meanings  given such terms in the Loan and Note  Purchase
Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   GRANT  OF  SECURITY   INTEREST.   For  the  purpose  of  securing  the
Obligations (as defined below), the Company hereby grants to the Secured Parties
for their ratable benefit  (subject to Section 6(a) hereof) a security  interest
in all equipment and other  tangible  personal  property of the Company which is
movable or which are fixtures and which are used or bought for use  primarily in
the  Company's  business,  whether now owned or hereafter  acquired and wherever
located,  together  with  all  proceeds  and  products  thereof  and  accessions
therefor,   including  without  limitation  the  equipment  and  other  property
described  on Schedule 1 hereto,  in each case only to the extent that the grant
by the  Company of a security  interest  pursuant  to this  Agreement  would not
violate  any  Material  Contract  (as  defined  in the Loan  and  Note  Purchase
Agreement) (collectively, the "Collateral");  provided, however, that should the
prohibition  on the grant of a security  interest  under a Material  Contract be
extinquished,   such  security  interest  shall   immediately   attach  to  such
Collateral.

     2.   THE OBLIGATIONS.  The obligations secured hereby shall include (a) the
due and punctual payment of all obligations under the Guaranty,  (b) the due and
punctual payment  (pursuant to the terms of the Special  Investment Note) of the
principal, interest and any other amounts payable in respect of the Special

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<PAGE>

Investment  Note, (c) all attorney's  fees, court costs and expenses of whatever
kind incident to the collection of any of said indebtedness or other obligations
and the enforcement and protection of the security  interest  created hereby and
(d) the  performance  of all  obligations  under  the  Loan  and  Note  Purchase
Agreement  where the  failure to perform  would  constitute  an Event of Default
thereunder (collectively, the "Obligations").

     3.   PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL.

          (a) Notwithstanding  anything herein to the contrary, and irrespective
of the time,  order or  method  of  attachment  or  perfection  of the liens and
security interests granted in the Collateral,  or the time or order of filing or
recording  of  financing  statements  or  other  liens,  mortgages  or  security
interests,  and irrespective of anything contained in any filing or agreement to
which the Secured  Parties may now or hereafter be a party,  the Secured Parties
hereby agree that the  respective  liens and  security  interests of the Secured
Parties in the Collateral  shall be equal and none of the Secured  Parties shall
have any  priority  over the  other  with  regard to the  Collateral,  except in
accordance with the provisions of this Agreement.

          (b) The foregoing pari passu nature of the Secured Parties'  interests
in the Collateral  shall continue in full force and effect  notwithstanding  any
one or more of the following: (1) any release by any Secured Party of all or any
part of the Collateral now or hereafter  subject to the respective  liens of the
Secured  Parties,  except with respect to any  Collateral  so released;  (2) any
Insolvency  Proceeding (as defined below) affecting the Company; (3) any change,
waiver,  extension,  compromise,  settlement,  indulgence,  or other  action  or
omission  in  respect  of the  Obligations  or  the  security  interests  in the
Collateral; (4) the supplementing,  modification or amendment,  whether material
or otherwise,  of any of the instruments creating the Obligations or the Secured
Parties'   interests  in  the  Collateral;   (5)  the  renewal,   rearrangement,
modification, replacement, substitution, consolidation, extension or novation of
any of the Obligations or the Secured Parties' interests in the Collateral;  and
(6) the fact that any Obligation owed to any Secured Party or any claim for such
Obligation  is modified,  subordinated,  avoided or  disallowed,  in whole or in
part, in any  Insolvency  Proceeding.  As used herein,  "Insolvency  Proceeding"
shall mean any insolvency or receivership  proceeding,  or any proceeding  under
the Federal  Bankruptcy Code, or any other proceeding under any other bankruptcy
or  insolvency  laws or other  laws  relating  to the  relief of  debtors or the
readjustment,  extension  or  composition  of debts,  and which is brought by or
against  the  Company  and  any  assignment  for the  benefit  of  creditors  or
agreements for forbearance,  readjustment of indebtedness,  collateral  pooling,
liquidation,   reorganization  or  similar  arrangement,   whether  judicial  or
non-judicial, for payment of debts.

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<PAGE>

     4.   APPOINTMENT OF COLLATERAL AGENT. Each Secured Party, separately,  does
hereby appoint EXTL Investors and EXTL Investors  accepts such  appointment,  to
act as the  Collateral  Agent under this  Agreement and to perform the duties of
the  Collateral  Agent  described  herein.  EXTL  Investors  shall  serve as the
Collateral  Agent for so long as this Agreement  remains in effect,  unless EXTL
Investors  resigns as Collateral  Agent,  in its sole  discretion,  by providing
prior written notice to Special  Investment and to the Company. A resignation by
EXTL Investors as the Collateral  Agent shall be effective  immediately upon the
appointment  of a replacement  Collateral  Agent as provided  hereafter.  In the
event of a resignation of EXTL Investors as Collateral  Agent,  EXTL  Investors,
acting in its  individual  capacity,  shall promptly  appoint,  a replacement to
serve as Collateral Agent. Upon the appointment of a successor Collateral Agent,
EXTL Investors shall have no further rights or obligations  under this Agreement
other than as a Secured Party hereunder.

     5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants as follows:

          (a) Except as set forth on Schedule 1 hereto, the Company is the owner
     of the Collateral and has good and marketable  title to the Collateral free
     and clear of any liens, security interests,  claims and encumbrances except
     for those in favor of the Secured Parties and those previously disclosed in
     writing to the Secured Parties, contingent or otherwise.

          (b) The  addresses  set  forth on  Schedule  1  hereto  are all of the
     locations of all Collateral.

          (c) The  execution  and delivery of this  Agreement  and the financing
     statements  delivered in connection herewith by the Company do not conflict
     with or violate any Law  (including,  without  limitation,  any judgment or
     injunction)  applicable  to the Company or its assets or  properties or any
     contract or security  agreement to which the Company is a party or by which
     its assets or properties are encumbered.

     6.   COVENANTS. The Company covenants and agrees as follows:

          (a) Except with the prior written consent of the Collateral Agent, the
     Company  will not grant or permit to exist any liens or security  interests
     other  than (i) those  created  by this  Agreement,  (ii)  Permitted  Liens
     pursuant to the Loan and Note Purchase  Agreement,  and (iii)  Encumbrances
     not prohibited by Section 4.9 of the Loan and Note Purchase  Agreement,  to
     attach to any of the  Collateral,  nor permit any of the  Collateral  to be
     levied upon under any legal or private process.  To the extent that an item
     of  Collateral  is  subject  to a  Permitted  Lien  or an  Encumbrance  not
     prohibited by such Section 4.9 of the Loan and Note Purchase Agreement,  or
     is included

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<PAGE>

     in Schedule 1 hereto as an  exception  pursuant to Section  3(a),  the lien
     created by this  Agreement  is  intended to be junior in lien and effect to
     such liens and encumbrances, but only if such junior lien is not prohibited
     by the terms of any agreement  relating to any such liens or  encumbrances.
     If any such  agreement  does prohibit  such junior lien,  then such item of
     Collateral  shall not be subject to the security  interest  contemplated by
     this Agreement. The Company shall use all reasonable efforts to obtain such
     consents,  waivers or  amendments  as may be  necessary or  appropriate  to
     permit such junior lien,  and upon  obtaining the same to reflect that such
     item of Collateral shall be subject to the security  interest  contemplated
     by this Agreement.  The Company shall promptly notify the Collateral  Agent
     of any default or alleged  default by the  Company  under any lien prior to
     the lien  created  by this  Agreement  on the  Collateral,  or any  portion
     thereof.

          (b) The Company  will not permit any of the  Collateral  to be removed
     from the location  specified on Schedule 1, except for temporary periods in
     the normal and customary use thereof,  without the prior written consent of
     the Collateral  Agent,  and will permit the Collateral Agent to inspect the
     Collateral at any reasonable time following  reasonable advance notice from
     the Collateral Agent to the Company.

          (c) If any of the  Collateral  is equipment of a type normally used in
     more than one state or  country  (whether  or not  actually  so used),  the
     Company will contemporaneously herewith furnish the Collateral Agent a list
     of the states and countries  wherein such equipment is or will be used, and
     hereafter will notify the  Collateral  Agent in writing of any other states
     and countries in which such equipment is so used.

          (d) The Company will not sell, exchange, lease or otherwise dispose of
     any of the  Collateral  or any interest  therein  without the prior written
     consent of the Collateral  Agent,  except for any items of Collateral which
     become  obsolete or which,  in the  Company's  reasonable  judgment,  is no
     longer  useful  in the  conduct  of the  Company's  business,  or  which is
     replaced by other Collateral,  unless such sale,  exchange,  lease or other
     disposition  is on an arm's length basis for fair value and in the ordinary
     course of business.

          (e) The Company will, in all material respects, maintain, preserve and
     keep the Collateral  (whether owned in fee or a leasehold interest) in good
     repair and working order,  reasonable wear and tear excepted, and from time
     to time  will  make  all  necessary  repairs,  replacements,  renewals  and
     additions  so that at all times the  economic  efficiency  thereof  will be
     maintained  and  will  pay  and  discharge  all  taxes,  levies  and  other
     impositions levied thereon as well as the cost of repairs to or maintenance
     of same. If the Company fails to pay such sums, the Collateral Agent may do
     so for the

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<PAGE>

     Company's  accounts and add the amount thereof to the other amounts secured
     hereby.

          (f) The  Company  will  defend the  Collateral  against the claims and
     demands of all persons.

          (g) The Company  will pay to the Secured  Parties all amounts  secured
     hereby as and when the same shall be due and payable,  whether at maturity,
     by acceleration or otherwise, and such payments shall be made in accordance
     with the terms of the Guaranty or the Special  Investment Note, as the case
     may be.

          (h) The Company shall carry and maintain in full force and effect,  at
     all times with financially sound and reputable  institutions,  insurance in
     such forms and  amounts  and against  such risks as may be  reasonable  and
     prudent in the  circumstances for a company holding the assets it holds and
     as  may  be  required  by  applicable  Laws.  The  Company  assigns  to the
     Collateral  Agent on behalf of the  Secured  Parties  all right to  receive
     proceeds of insurance not exceeding the amounts secured hereby, directs any
     insurer to pay all such  proceeds  directly to the  Collateral  Agent,  and
     appoints the Collateral Agent the Company's attorney in fact to endorse any
     draft or check from such  insurer  made  payable to the Company in order to
     collect the benefits of such  insurance.  The Company  will,  to the extent
     permitted by such insurance policies, add the Collateral Agent on behalf of
     the Secured  Parties as an additional  insured  thereunder.  If an event of
     default (as defined under the Secured  Notes,  the A/R Note and the Special
     Investment  Note to which a Secured Party is owed  repayment)  has occurred
     and is continuing,  any money  received by the Collateral  Agent under said
     policies may be applied to the payment of any indebtedness  secured hereby,
     whether or not due and payable,  otherwise said money shall be delivered by
     the  Collateral  Agent to the  Company  for the  purpose  of  repairing  or
     restoring  the  Collateral.  If the  Company  fails to keep the  Collateral
     insured as required  above,  the  Collateral  Agent shall have the right to
     obtain such insurance at the Company's  expense and add the cost thereof to
     the other amounts secured hereby.

          (i) The  Company  will  file,  and  pay  all  costs  of  filing,  such
     financing,  continuation  and  termination  statements  with respect to the
     security  interests  created hereby as the Collateral  Agent may reasonably
     request,  and the  Collateral  Agent is authorized to do all things that it
     deems  necessary  to  perfect  and  continue  perfection  of  the  security
     interests created hereby.

          (j) The Company shall deliver to the  Collateral  Agent,  on a monthly
     basis,  reports  certified  by its chief  financial  officer  or  treasurer
     indicating  whether  any  additional  lien or  security  interest  has been
     created

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<PAGE>

     with  respect to the  Collateral,  indicating  the type of lien or security
     interest  and  describing  the  obligation  secured,  or  stating  that  no
     additional lien has been created.

          (k) The Company shall take or cause to be taken such further  actions,
     shall execute,  deliver, and file or cause to be executed,  delivered,  and
     filed  such  further  documents  and  instruments,  and shall  obtain  such
     consents as may be  necessary  or as the  Collateral  Agent may  reasonably
     request  to  effectuate  the  purposes,   terms,  and  conditions  of  this
     Agreement.

     7.   RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.

     (a) The Secured Parties hereby agree that the Collateral Agent shall manage
the  Collateral  as the  Collateral  Agent,  in its sole  discretion,  considers
appropriate  under  the  circumstances  and  consistent  with the  terms of this
Agreement and the Collateral  Agent shall have no liability to any Secured Party
for,  and  each  Secured  Party  hereby  waives  any  claim  which it may now or
hereafter have against the  Collateral  Agent arising out of, any or all actions
which the Collateral  Agent,  without gross negligence or willful  misconduct on
its part,  takes or omits to take with respect to the  Collateral or any portion
or proceeds thereof. As between the Secured Parties,  and in accordance with the
provisions of this Agreement,  the Collateral Agent shall have sole authority to
manage the Collateral on behalf of the Secured Parties,  and none of the Secured
Parties shall take any action with respect to the  management of the  Collateral
without the prior written consent of the Collateral Agent.

     (b) Each of the Secured  Parties agrees to notify the Collateral  Agent and
the other Secured Parties  promptly after becoming aware of the occurrence of an
event of default  (which has not been cured within any  applicable  cure period)
under the Secured Notes,  the A/R Note and the Special  Investment Note to which
it is owed repayment. If an event of default occurs under the Secured Notes, the
A/R Note and the Special  Investment Note and the affected  Secured Party wishes
to commence  foreclosure,  liquidation  or similar action with respect to any of
the  Collateral,   the  Collateral   Agent  shall  commence  such   foreclosure,
liquidation  or similar  action.  The Secured  Parties agree that the Collateral
Agent shall have the sole  authority  to sell,  lease,  liquidate  or  otherwise
dispose of the Collateral on behalf of the Secured Parties,  and to exercise any
and all other rights and remedies of the Secured  Parties with respect  thereto.
Each Secured Party agrees that no action with respect to the  enforcement of its
security interest in the Collateral or any other action or exercise of any other
rights  against  the  Collateral  shall  be  taken  except  by and  through  the
Collateral Agent.

     8.   SHARING OF THE PROCEEDS OF THE COLLATERAL. Any items of Collateral and
any proceeds from the sale, lease, liquidation, or other disposition of, or as a
result of the  Secured  Parties'  liens and  security  interests  in, any of the
Collateral,

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<PAGE>

at any time or from time to time,  received or obtained by the Collateral  Agent
shall be held in trust  for the  benefit  of the  Secured  Parties  and shall be
applied and made available to the Secured Parties as follows:

          (a)  First,  to pay  all  costs  and  expenses,  including  reasonable
attorney's  fees,  incurred by the  Collateral  Agent or the Secured  Parties in
connection  with the  management,  sale,  liquidation  or other  disposition  or
realization of the Collateral;

          (b) Then, to the Secured Parties for application toward the payment of
the  then  outstanding  Obligations  owed to each  Secured  Party,  which  arise
pursuant to the Secured  Notes,  the A/R Note and the Special  Investment  Note,
pro-rata;  provided,  however,  that  no  amounts  shall  be  disbursed  by  the
Collateral  Agent to a Secured Party which exceed the amount of the  Obligations
actually owed to such Secured Party; and

          (c) Then, the balance, if any, to be returned to the Company.

     9.   RELEASE OF SECURITY INTEREST. Upon payment in full of all Obligations,
the Secured Parties shall release the security interest created hereby and shall
execute  and  deliver  to the  Company  such  termination  statements  and other
agreements and documents as the Company may reasonably  request to evidence such
payment and release.

     10.  POWER OF ATTORNEY.  The Company hereby  constitutes  EXTL Investors as
the Company's  attorney-in-fact  with power,  upon the occurrence and during the
continuance of an event of default (as defined under the Secured Notes,  the A/R
Note  and  the  Special  Investment  Note  to  which  a  Secured  Party  is owed
repayment),  to do all acts and things  necessary  or  desirable  to enforce the
Secured Parties' rights under this Agreement.  This power of attorney is coupled
with an interest and is  irrevocable  until all of the  Obligations  are paid in
full.

     11.  NOTICES.  All notices and other  communications given or made pursuant
hereto  shall be in writing  and shall be deemed to have been duly given or made
as of the date  delivered,  mailed or  transmitted,  and shall be effective upon
receipt,  if  delivered  personally,  mailed by  registered  or  certified  mail
(postage  prepaid,  return  receipt  requested)  to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
changes of address) or sent by electronic  transmission to the telecopier number
specified below:

          (a)  If to the Company:

               eGlobe/Coast, Inc.
               14303 W. 95th Street
               Lenexa, Kansas 66215

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<PAGE>

               Telecopier No.:  202-882-8984
               Attention:  President

          (b)  If to EXTL Investors or the Collateral Agent:

               EXTL Investors, LLC
               850 Cannon, Suite 200
               Hurst, TX 76054
               Telecopier No.:  817-428-3899
               Attention: Ronald Jensen

          (c)  If to Special Investment:

               Special Investment Risks, LLC
               850 Cannon, Suite 200
               Hurst, TX 76054
               Telecopier No.:  817-428-3899
               Attention: Ronald Jensen

     12.  HEADINGS.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     13.  SEVERABILITY.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

     14.  ENTIRE  AGREEMENT.   This  Agreement   (together  with  the  Schedules
delivered  pursuant  hereto,  the  Loan  and  Note  Purchase  Agreement  and the
Revolving  Credit  Note  Agreement,  as  referred  to  or  incorporated  herein)
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral, between the parties, or any
of them,  with  respect  to the  subject  matter  hereof,  except  as  otherwise
expressly  provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.

     15.  SPECIFIC PERFORMANCE.  The transactions contemplated by this Agreement
are unique.  Accordingly,  each of the parties  acknowledges and agrees that, in
addition to all other remedies to which it may be entitled,  each of the

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<PAGE>

parties  hereto is entitled to a decree of specific  performance,  provided such
party is not in material default hereunder.

     16.  ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise)  without the prior  written  consent of the other
parties.  Subject to the preceding  sentence,  this  Agreement  shall be binding
upon,  inure to the  benefit  of and be  enforceable  by the  parties  and their
respective successors and assigns.

     17.  THIRD PARTY  BENEFICIARIES.  This Agreement  shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

     18.  FEES AND EXPENSES. Except as otherwise provided for in this Agreement,
each  party  hereto  shall pay its own  fees,  costs and  expenses  incurred  in
connection with this Agreement and in the  preparation  for and  consummation of
the transactions provided for herein.

     19.  AMENDMENT.  This  Agreement may not be amended except by an instrument
in writing signed by the parties hereto.

     20.  CONSENT REQUIRED.  Any term, covenant,  agreement or condition of this
Agreement  may,  with the  consent of the  Company,  be  amended  or  compliance
therewith may be waived (either  generally or in particular  instance and either
retroactively or prospectively),  if the Company shall have obtained the consent
in writing of the Secured Parties.

     21.  GOVERNING LAW. All corporate law matters  arising under this Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Delaware,  and all other matters  arising under this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.  Each of the parties  consents to the  jurisdiction  of the
federal courts whose  districts  encompass any part of the State of Texas or the
state courts of the State of Texas in connection  with any dispute arising under
this  Agreement and hereby waives,  to the maximum extent  permitted by law, any
objection,  including  any  objection  based on  forum  non  conveniens,  to the
bringing of any such proceeding in such jurisdictions.

     Notwithstanding the foregoing,  it is the intention of the parties that, to
the  extent  local law would  govern  with  respect to  Collateral  located in a
particular  jurisdiction,  this  Agreement  shall  create a  security  interest,
floating  charge or similar grant of rights under such local law with respect to
Collateral located in such jurisdiction.

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<PAGE>

     22.  COUNTERPARTS.  This  Agreement may be executed and delivered in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered  shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

                  [Remainder of Page Intentionally Left Blank]




                                       11
<PAGE>


     IN WITNESS  WHEREOF,  the Company and the Secured  Parties have caused this
Agreement to be executed as of the date first above written.

                                        EGLOBE/COAST, INC.

                                        By:
                                           ---------------------------
                                        Title:
                                              ------------------------

                                        Address: 14303 W. 95th Street
                                                 Lenexa, Kansas 66215


                                        EXTL INVESTORS, LLC

                                        By:
                                           ---------------------------
                                        Title:
                                              ------------------------

                                        Address: 850 Cannon, Suite 200
                                                 Hurst, TX  76054


                                        SPECIAL INVESTMENT RISKS, LLC

                                        By:
                                           ---------------------------
                                        Title:
                                              ------------------------

                                        Address:
                                                ----------------------
                                                ----------------------


                                        EXTL INVESTORS, LLC, as Collateral Agent

                                        By:
                                           ---------------------------
                                        Title:
                                              ------------------------

                                        Address: 850 Cannon, Suite 200
                                                 Hurst, TX  76054


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                                   SCHEDULE 1

                     Collateral, Location, Title Exceptions

COLLATERAL DESCRIPTION:

     See Attachment A

COLLATERAL LOCATION:

     All collateral owned by the Company is located at:

          14303 W. 95th Street
          Lenexa, Kansas 66215

TITLE EXCEPTIONS:

     None