EXHIBIT 4.2











         THIS WARRANT AND THE SHARES  ISSUABLE UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         EXCEPT AS  OTHERWISE  SET  FORTH  HEREIN  OR IN A  SECURITIES  PURCHASE
         AGREEMENT  DATED AS OF MARCH 15, 2000,  NEITHER THIS WARRANT NOR ANY OF
         SUCH SHARES MAY BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN
         EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR,
         AN OPINION OF COUNSEL,  IN FORM,  SUBSTANCE  AND SCOPE,  CUSTOMARY  FOR
         OPINIONS OF COUNSEL IN COMPARABLE  TRANSACTIONS,  THAT  REGISTRATION IS
         NOT REQUIRED  UNDER SUCH ACT OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER
         SUCH ACT.

                                Right to Purchase
                         100,000 Shares of Common Stock,
                            par value $.001 per share


                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received,  RGC INTERNATIONAL  INVESTORS,
LDC or its  registered  assigns,  is entitled to purchase  from EGLOBE,  INC., a
Delaware  corporation (the  "Company"),  at any time or from time to time during
the period specified in Paragraph 2 hereof, One Hundred Thousand (100,000) fully
paid and nonassessable shares of the Company's Common Stock, par value $.001 per
share  (the  "Common  Stock"),  at an  exercise  price of $12.04  per share (the
"Exercise  Price").  The term  "Warrant  Shares," as used herein,  refers to the
shares of  Common  Stock  purchasable  hereunder.  The  Warrant  Shares  and the
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.  The
term Warrants means this Warrant and the other warrants  issued pursuant to that
certain Securities  Purchase  Agreement,  dated March 15, 2000, by and among the
Company and the Buyers  listed on the  execution  page thereof (the  "Securities
Purchase Agreement").

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. MANNER OF EXERCISE;  ISSUANCE OF  CERTIFICATES;  PAYMENT FOR SHARES.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached

<PAGE>

hereto (the "Exercise  Agreement"),  to the Company during normal business hours
on any business day at the Company's  principal executive offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof),  and upon (i) payment to the Company in cash,  by certified or official
bank check or by wire  transfer  for the account of the Company of the  Exercise
Price for the Warrant Shares specified in the Exercise  Agreement or (ii) if the
resale of the Warrant Shares by the holder is not then registered pursuant to an
effective  registration  statement  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  delivery  to the  Company  of a written  notice of an
election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for
the Warrant Shares  specified in the Exercise  Agreement.  The Warrant Shares so
purchased  shall be deemed to be issued to the  holder  hereof or such  holder's
permitted  designee,  as the  record  owner of such  shares,  as of the close of
business  on the date on which this  Warrant  shall have been  surrendered,  the
completed Exercise  Agreement shall have been delivered,  and payment shall have
been made for such shares (or an election to effect a Cashless Exercise has been
made) as set forth  above.  Certificates  for the Warrant  Shares so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
three (3) business  days,  after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such  denominations as may be requested by
the holder  hereof and shall be  registered  in the name of such  holder or such
other name  permitted as shall be  designated  by such  holder.  If this Warrant
shall have been exercised only in part,  then,  unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver  to the holder a new  Warrant  representing  the  number of shares  with
respect to which this Warrant shall not then have been exercised.

                  Notwithstanding  anything in this Warrant to the contrary,  in
no event  shall the holder of this  Warrant be  entitled to exercise a number of
Warrants (or portions  thereof) in excess of the number of Warrants (or portions
thereof)  upon  exercise  of which the sum of (i) the number of shares of Common
Stock  beneficially owned by the holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities of the Company  (including,  without  limitation,  shares of Series Q
Preferred  Stock,  shares of Series P Preferred  Stock and the Series P Warrants
(each as defined in the Securities Purchase  Agreement)) subject to a limitation
on conversion or exercise analogous to the limitation contained herein) and (ii)
the number of shares of Common Stock  issuable upon exercise of the Warrants (or
portions  thereof) with respect to which the  determination  described herein is
being  made,  would  result  in  beneficial  ownership  by the  holder  and  its
affiliates  of more than 4.9% of the  outstanding  shares of Common  Stock.  For
purposes of the immediately  preceding sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended, and Regulation 13D-G thereunder,  except as otherwise provided
in clause (i) hereof.

         2. PERIOD OF EXERCISE.  This Warrant is exercisable at any time or from
time to time on or after the date on which this Warrant is issued and  delivered
pursuant to the terms of the  Securities  Purchase  Agreement (the "Issue Date")
and before 5:00 p.m.,  New York City time on the fifth (5th)  anniversary of the
Issue Date (the "Exercise Period").

         3. CERTAIN AGREEMENTS OF THE COMPANY.  The Company hereby covenants and
agrees as follows:
<PAGE>

                  (a) SHARES TO BE FULLY PAID.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

                  (b)  RESERVATION OF SHARES.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant, a suf-ficient number of shares of Common
Stock to provide for the exercise of this Warrant in  accordance  with the terms
of Section 4(b) of the Securities Purchase Agreement.

                  (c) LISTING.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of the  Warrant  upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed  (subject to official  notice of issuance
upon exercise of this Warrant) and shall  maintain,  so long as any other shares
of Common  Stock shall be so listed,  such listing of all shares of Common Stock
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

                  (d)  CERTAIN  ACTIONS  PROHIBITED.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all the Company's assets.

         4. ANTIDILUTION  PROVISIONS.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Paragraph 4.

                  In the event  that any  adjustment  of the  Exercise  Price as
required  herein  results in a fraction of a cent,  such Exercise Price shall be
rounded up to the nearest cent.

                  (a)  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK.  Except as otherwise provided in Paragraphs  4(b)(vi),
4(c)  and 4(e)  hereof,  if and  whenever  on or after  the  Issue  Date of this
Warrant,  the Company  issues or sells,  or in accordance  with  Paragraph  4(b)
hereof is  deemed to have  issued  or sold,  any  shares of Common

<PAGE>

Stock for no consideration or for a consideration per share (before deduction of
reasonable  expenses or commissions or  underwriting  discounts or allowances in
connection  therewith)  less than Market Price (as  hereinafter  defined) on the
date of  issuance  (or  deemed  issuance)  of such  Common  Stock  (a  "Dilutive
Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will
be reduced to a price  determined by  multiplying  the Exercise  Price in effect
immediately prior to the Dilutive  Issuance by a fraction,  (i) the numerator of
which is an amount  equal to the sum of (x) the number of shares of Common Stock
actually  outstanding  immediately prior to the Dilutive Issuance,  plus (y) the
quotient of the  aggregate  consideration,  calculated as set forth in Paragraph
4(b) hereof,  received by the Company upon such Dilutive Issuance divided by the
Market Price in effect  immediately  prior to the Dilutive Issuance and (ii) the
denominator  of which is the total  number of  shares  of  Common  Stock  Deemed
Outstanding (as defined below) immediately after the Dilutive Issuance.

                  (b) EFFECT ON EXERCISE PRICE OF CERTAIN  EVENTS.  For purposes
of  determining  the adjusted  Exercise Price under  Paragraph 4(a) hereof,  the
following will be applicable:

                           (i) ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in
any manner  issues or grants any  warrants,  rights or  options,  whether or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  convertible  into or  exchangeable  for Common  Stock  ("Convertible
Securities")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "Options") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market  Price on the date of issuance or grant of such  Options
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise of all such  Options  will,  as of the date of the issuance or grant of
such Options,  be deemed to be  outstanding  and to have been issued and sold by
the Company for such price per share.  For purposes of the  preceding  sentence,
the "price per share for which  Common  Stock is issuable  upon the  exercise of
such Options" is determined by dividing (i) the total amount,  if any,  received
or  receivable by the Company as  consideration  for the issuance or granting of
all such Options, plus the minimum aggregate amount of additional consideration,
if any,  payable to the Company upon the exercise of all such Options,  plus, in
the case of Convertible  Securities  issuable upon the exercise of such Options,
the  minimum  aggregate  amount of  additional  consideration  payable  upon the
conversion or exchange  thereof at the time such  Convertible  Securities  first
become  convertible or exchangeable,  by (ii) the maximum total number of shares
of Common Stock  issuable upon the exercise of all such Options  (assuming  full
conversion of Convertible Securities,  if applicable).  No further adjustment to
the  Exercise  Price will be made upon the actual  issuance of such Common Stock
upon  the  exercise  of such  Options  or upon the  conversion  or  exchange  of
Convertible Securities issuable upon exercise of such Options.

                           (ii)  ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If  the
Company in any manner issues or sells any Convertible Securities, whether or not
immediately  convertible  (other  than  where  the  same are  issuable  upon the
exercise of Options)  and the price per share for which Common Stock is issuable
upon such  conversion  or exchange is less than the Market  Price on the date of
issuance of such Convertible  Securities then the maximum total number of shares
of Common Stock issuable upon the conversion or exchange of all such Convertible
Securities will, as of the date of the issuance of such Convertible  Securities,
be deemed to be outstanding  and to have been issued and sold by the Company for
such price per share. For the purposes of the preceding sentence, the "price per
share for which Common Stock is issuable  upon such

<PAGE>

conversion or exchange" is determined by dividing (i) the total amount,  if any,
received or receivable by the Company as consideration  for the issuance or sale
of all  such  Convertible  Securities,  plus the  minimum  aggregate  amount  of
additional consideration,  if any, payable to the Company upon the conversion or
exchange  thereof  at  the  time  such   Convertible   Securities  first  become
convertible  or  exchangeable,  by (ii) the  maximum  total  number of shares of
Common Stock  issuable upon the  conversion or exchange of all such  Convertible
Securities.  No further  adjustment to the Exercise  Price will be made upon the
actual  issuance  of such  Common  Stock upon  conversion  or  exchange  of such
Convertible Securities.

                           (iii) CHANGE IN OPTION PRICE OR  CONVERSION  RATE. If
there is a change  at any time in (i) the  amount  of  additional  consideration
payable to the  Company  upon the  exercise of any  Options;  (ii) the amount of
additional consideration,  if any, payable to the Company upon the conversion or
exchange  of any  Convertible  Securities;  or  (iii)  the  rate  at  which  any
Convertible  Securities are convertible  into or  exchangeable  for Common Stock
(other  than  under or by reason  of  provisions  designed  to  protect  against
dilution),  the  Exercise  Price in  effect at the time of such  change  will be
readjusted  to the  Exercise  Price which would have been in effect at such time
had such Options or Convertible  Securities still outstanding  provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                           (iv)  TREATMENT  OF EXPIRED  OPTIONS AND  UNEXERCISED
CONVERTIBLE  SECURITIES.  If, in any case,  the total number of shares of Common
Stock issuable upon exercise of any Option or upon conversion or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
Option or to convert or exchange such Convertible  Securities shall have expired
or  terminated,  the  Exercise  Price then in effect will be  readjusted  to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior to such  expiration or termination  (other than in respect of
the actual  number of shares of Common Stock issued upon  exercise or conversion
thereof), never been issued.

                           (v)  CALCULATION OF  CONSIDERATION  RECEIVED.  If any
Common Stock, Options or Convertible  Securities are issued, granted or sold for
cash, the  consideration  received therefor for purposes of this Warrant will be
the amount  received by the Company  therefor,  before  deduction of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair value
of such consideration,  except where such consideration  consists of securities,
in which case the amount of  consideration  received by the Company  will be the
market price thereof  (calculated  in the manner  provided for  calculating  the
Market Price of the Common Stock) as of the date of receipt.  In case any Common
Stock,  Options or  Convertible  Securities  are issued in  connection  with any
acquisition,  merger or  consolidation  in which the  Company  is the  surviving
corporation,  the amount of consideration therefor will be deemed to be the fair
value of such  portion  of the net  assets  and  business  of the  non-surviving
corporation  as is  attributable  to such Common Stock,  Options or  Convertible
Securities,  as the case may be. The fair value of any consideration  other than
cash or securities will be determined in good faith by the Board of Directors of
the Company.
<PAGE>

                           (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE  PRICE. No
adjustment  to the  Exercise  Price  will be made (i) upon the  exercise  of any
warrants,  options or convertible securities granted,  issued and outstanding on
the date of  issuance  of this  Warrant;  (ii) upon the grant or exercise of any
stock or options which may hereafter be granted or exercised  under any employee
benefit plan of the Company now existing or to be implemented in the future,  so
long as the  issuance  of such stock or options is approved by a majority of the
independent  members of the Board of  Directors  of the Company or a majority of
the  members  of a  committee  of  independent  directors  established  for such
purpose; or (iii) upon the exercise of the Warrants.

                  (c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company
at any time subdivides (by any stock split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

                  (d)  ADJUSTMENT IN NUMBER OF SHARES.  Upon each  adjustment of
the Exercise Price pursuant to the provisions of this Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

                  (e)   CONSOLIDATION,   MERGER   OR   SALE.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale or conveyance,  adequate  provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock  immediately  theretofore  acquirable upon
the exercise of this Warrant, such shares of stock,  securities or assets as may
be issued or payable  with respect to or in exchange for the number of shares of
Common Stock immediately  theretofore acquirable and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the provisions of this Paragraph 4 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation,  merger or sale or  conveyance  unless prior to the  consummation
thereof,  the successor or acquiring  entity (if other than the Company) and, if
an entity  different  from the successor or acquiring  entity,  the entity whose
capital  stock or assets  the  holders of the Common  Stock of the  Company  are
entitled  to  receive  as a  result  of such  consolidation,  merger  or sale or
conveyance  assumes by written instrument the obligations under this Paragraph 4
and the  obligations  to deliver to the holder of this  Warrant  such  shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
holder may be entitled to acquire.
<PAGE>

                  (f) DISTRIBUTION OF ASSETS.  In case the Company shall declare
or make any  distribution  of its assets  (including  cash) to holders of Common
Stock  as a  partial  liquidating  dividend,  by way of  return  of  capital  or
otherwise,  then, after the date of record for determining stockholders entitled
to such distribution,  but prior to the date of distribution, the holder of this
Warrant  shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock  subject  hereto,  to receive the amount of
such assets which would have been payable to the holder had such holder been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

                  (g) NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the chief financial officer of the Company.

                  (h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (i) NO FRACTIONAL SHARES. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (j)      OTHER NOTICES.  In case at any time:

                           (i) the Company  shall  declare any dividend upon the
Common  Stock  payable  in  shares  of  stock of any  class  or make  any  other
distribution  (including  dividends  or  distributions  payable  in cash  out of
retained earnings) to the holders of the Common Stock;

                           (ii) the  Company  shall offer for  subscription  pro
rata to the holders of the Common  Stock any  additional  shares of stock of any
class or other rights;

                           (iii) there shall be any  capital  reorganization  of
the Company, or reclassification of the Common Stock, or consolidation or merger
of the Company with or into, or sale of all or substantially  all its assets to,
another corporation or entity; or

                           (iv)  there  shall  be  a  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such

<PAGE>

reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up  and  (b) in the  case of any  such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,   notice  of  the  date  (or,  if  not  then  known,   a  reasonable
approximation  thereof by the  Company)  when the same shall  take  place.  Such
notice shall also specify the date on which the holders of Common Stock shall be
entitled to receive such dividend,  distribution,  or subscription  rights or to
exchange  their  Common  Stock  for  stock  or  other   securities  or  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale, dissolution,  liquidation,  or winding-up, as the case may be. Such notice
shall be given at least 30 days  prior to the  record  date or the date on which
the  Company's  books are  closed in respect  thereto.  Failure to give any such
notice or any defect  therein  shall not affect the validity of the  proceedings
referred to in clauses (i), (ii), (iii) and (iv) above.

                  (k)  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated by the adjustment  provisions of this Paragraph 4 but not expressly
provided for by such  provisions,  the Company will give notice of such event as
provided in Paragraph  4(g) hereof,  and the Company's  Board of Directors  will
make an appropriate adjustment in the Exercise Price and the number of shares of
Common Stock  acquirable upon exercise of this Warrant so that the rights of the
holder shall be neither enhanced nor diminished by such event.

                  (l)      CERTAIN DEFINITIONS.

                           (i) "COMMON STOCK DEEMED  OUTSTANDING" shall mean the
number of shares of Common Stock actually  outstanding  (not including shares of
Common  Stock  held in the  treasury  of the  Company),  plus  (x)  pursuant  to
Paragraph  4(b)(i)  hereof,  the maximum  total number of shares of Common Stock
issuable upon the exercise of Options,  as of the date of such issuance or grant
of such  Options,  if any, and (y) pursuant to Paragraph  4(b)(ii)  hereof,  the
maximum  total  number of shares of Common Stock  issuable  upon  conversion  or
exchange  of  Convertible  Securities,  as of  the  date  of  issuance  of  such
Convertible Securities, if any.

                           (ii)  "MARKET  PRICE," as of any date,  (i) means the
average of the last  reported  sale prices for the shares of Common Stock on the
Nasdaq  National  Market  ("Nasdaq")  for the five (5) trading days  immediately
preceding such date as reported by Bloomberg  Financial Markets or an equivalent
reliable  reporting service mutually  acceptable to and hereafter  designated by
the holder of this Warrant and the Company  ("Bloomberg"),  or (ii) if Nasdaq is
not the principal  trading market for the shares of Common Stock, the average of
the last  reported sale prices on the  principal  trading  market for the Common
Stock during the same period as reported by Bloomberg,  or (iii) if market value
cannot be calculated as of such date on any of the foregoing  bases,  the Market
Price shall be the fair market value as  reasonably  determined in good faith by
(a)  the  Board  of   Directors   of  the   Company  or,  at  the  option  of  a
majority-in-interest  of the  holders  of the  outstanding  Warrants,  by (b) an
independent  investment bank of nationally  recognized standing in the valuation
of businesses similar to the business of the Company.  The manner of determining
the Market Price of the Common Stock set forth in the foregoing definition shall
apply with respect to any other security in respect of which a determination  as
to market value must be made hereunder.

                           (iii) "COMMON  STOCK," for purposes of this Paragraph
4,  includes the Common  Stock,  par value $.001 per share,  and any  additional
class  of  stock  of  the  Company  having  no  preference  as to  dividends  or
distributions on liquidation,  provided that the shares purchasable  pursuant to
this  Warrant  shall  include only shares of Common  Stock,  par value

<PAGE>

$.001 per share,  in respect of which  this  Warrant is  exercisable,  or shares
resulting from any  subdivision  or combination of such Common Stock,  or in the
case of any reorganization, reclassification,  consolidation, merger, or sale of
the  character  referred  to in  Paragraph  4(e)  hereof,  the  stock  or  other
securities or property provided for in such Paragraph.

         5. ISSUE TAX. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         6. NO RIGHTS OR LIABILITIES  AS A  SHAREHOLDER.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7.       TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                  (a)  RESTRICTION  ON  TRANSFER.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Paragraph 7(e) below,  provided,  however, that any transfer or assignment shall
be subject  to the  conditions  set forth in  Paragraph  7(f)  hereof and to the
applicable   provisions  of  the  Securities  Purchase   Agreement.   Until  due
presentment  for  registration  of  transfer  on the books of the  Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
registration  rights  described in Paragraph 8 are assignable only in accordance
with the provisions of that certain  Registration Rights Agreement,  dated as of
March 15, 2000, by and among the Company and the other signatories  thereto (the
"Registration Rights Agreement").

                  (b) WARRANT  EXCHANGEABLE  FOR DIFFERENT  DENOMINATIONS.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the Company  referred to in  Paragraph  7(e) below,  for new
Warrants of like tenor  representing  in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder,  each of such
new Warrants to represent  the right to purchase  such number of shares as shall
be designated by the holder hereof at the time of such surrender.

                  (c)   REPLACEMENT   OF  WARRANT.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) CANCELLATION;  PAYMENT OF EXPENSES.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided in this  Paragraph  7, this

<PAGE>

Warrant  shall be promptly  canceled by the Company.  The Company  shall pay all
taxes (other than securities  transfer taxes) and all other expenses (other than
legal  expenses,  if any,  incurred  by the holder or  transferees)  and charges
payable in connection with the preparation,  execution, and delivery of Warrants
pursuant to this Paragraph 7.

                  (e)  REGISTER.  The Company shall  maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

                  (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel,  which  opinion  and  counsel  are
acceptable  to the  Company,  to the effect  that such  exercise,  transfer,  or
exchange may be made without  registration  under said Act and under  applicable
state  securities or blue sky laws,  (ii) that the holder or transferee  execute
and deliver to the Company an investment letter in form and substance acceptable
to the Company and (iii) that the  transferee  be an  "accredited  investor"  as
defined in Rule 501(a)  promulgated  under the Securities Act;  provided that no
such opinion,  letter or status as an "accredited investor" shall be required in
connection  with a transfer  pursuant to Rule 144 under the Securities  Act. The
first holder of this Warrant, by taking and holding the same,  represents to the
Company that such holder is acquiring this Warrant for investment and not with a
view to the distribution thereof.

         8. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the Warrant Shares as are set forth in Section 2 of the  Registration
Rights Agreement.

         9. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and  addressed,  to the office of the Company at 1250 24th  Street,  NW,
Suite 725, Washington, DC 20037, Attention:  Chief Executive Officer, or at such
other  address as shall  have been  furnished  to the holder of this  Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Paragraph 9, or, if mailed by  registered  or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail

<PAGE>

courier,  if postage is prepaid and the mailing is  properly  addressed,  as the
case may be.

         10.  GOVERNING  LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF DELAWARE  (WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICT OF LAWS). BOTH PARTIES  IRREVOCABLY  CONSENT TO THE JURISDICTION OF THE
UNITED  STATES  FEDERAL  COURTS AND THE STATE  COURTS  LOCATED IN DELAWARE  WITH
RESPECT TO ANY SUIT OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT,  THE
AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY AND IRREVOCABLY  AGREE THAT ALL CLAIMS IN RESPECT OF SUCH SUIT
OR PROCEEDING MAY BE DETERMINED IN SUCH COURTS.  BOTH PARTIES  IRREVOCABLY WAIVE
THE  DEFENSE  OF AN  INCONVENIENT  FORUM  TO THE  MAINTENANCE  OF  SUCH  SUIT OR
PROCEEDING.  BOTH  PARTIES  FURTHER  AGREE THAT  SERVICE OF PROCESS UPON A PARTY
MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS  UPON THE PARTY IN ANY SUCH SUIT OR  PROCEEDING.  NOTHING  HEREIN  SHALL
AFFECT EITHER  PARTY'S  RIGHT TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY
LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

         11.      MISCELLANEOUS.

                  (a) AMENDMENTS. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (b)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for purposes of reference only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c)  CASHLESS  EXERCISE.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised by  presentation  and
surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash,  the holder  shall  surrender  this  Warrant  for that number of shares of
Common Stock  determined by multiplying the number of Warrant Shares to which it
would  otherwise be entitled by a fraction,  the numerator of which shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
<PAGE>

                                           EGLOBE, INC.


                                           By:
                                           -----------------------------
                                                    Christopher J. Vizas
                                                    Chairman  of the Board and
                                                    Chief Executive Officer



Dated as of March 15, 2000


<PAGE>


                           FORM OF EXERCISE AGREEMENT


                                                  Dated:  ___________, 2000


To: EGLOBE, INC.


         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:


                                       Name: ___________________________________

                                      Signature: _______________________________
                                      Address:   _______________________________



                                     Note:    The above signature should
                                              correspond exactly with the name
                                              on the face of the within Warrant.

and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.


<PAGE>


                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                          Address                   No of Shares






,   and   hereby   irrevocably    constitutes   and   appoints    ______________
________________________  as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution in
the premises.


Dated:  ________ __, 2000

In the presence of:


-------------------------

                                    Name:____________________________________

                                    Signature:_________________________________

                                    Title of Signing Officer or
                                    Agent (if any):

                                    Address:__________________________________



                                    Note:    The above signature should
                                             correspond exactly with the name
                                             on the face of the within Warrant.