EXHIBIT 10.4

                   AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT

         Amendment  No. 3 to  Asset  Purchase  Agreement  (the  "Amendment")  is
entered  into as of this  17th day of June,  1999 by and among  American  United
Global,  Inc.  ("AUGI"),   Connectsoft   Communications   Corporation   ("CCC"),
Connectsoft  Holding Corp.  ("Connectsoft"),  Executive  TeleCard,  Ltd.,  doing
business as eGlobe  ("EXTEL"),  C-Soft  Acquisition Corp. (the "Buyer") and Vogo
Networks,  LLC, a Delaware limited liability company of which eGlobe is the only
member ("Vogo LLC").

         WHEREAS,  AUGI, CCC,  Connectsoft,  EXTEL and the Buyer entered into an
Asset Purchase Agreement dated July 10, 1998 (the "Purchase Agreement"); and

         WHEREAS,  the parties desire to make certain amendments to the Purchase
Agreement.

         NOW THEREFORE, the parties hereto do hereby agree as follows:

         1. Vogo LLC shall be substituted for C-Soft  Acquisition  Corp. for all
purposes under the Purchase Agreement and shall be the "Buyer"  thereunder.  All
references  in the  representations  and  warranties  of Vogo LLC (as the Buyer)
shall be  deemed  to refer to Vogo LLC being a newly  formed  (on May 13,  1999)
Delaware limited  liability  company of which eGlobe is the only member,  and of
the  Agreement  being a valid and binding  obligation of Vogo LLC from and after
execution of this Amendment by the parties  hereto.  The references to the Buyer
and corporate  documents  and  certificates  of the Buyer in Section  11.2(b)(i)
through (iv) shall be deleted in their entirety.

         2. The Purchase  Agreement shall be amended by adding to the definition
of "Assets",  as Section  1.1(h) (and moving the "and" from after Section 1.1(f)
to after Section 1.1(g)), the following:

             (h) Not less than  $300,000  in cash,  and a Note in the  amount of
         $200,000 of which AUGI is the maker, due in full (without  interest)

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         on July  15,  1999  (the "AUGI  Note"), which Note will  be in the form
         attached hereto as Exhibit C."

         3. The Purchase  Agreement shall be amended by adding,  at the  end  of
Section 1.2(a), the following:

         (other than the $300,000 in cash and AUGI Note referred  to  in Section
         1.1(h))."

         4. The Purchase Agreement shall be amended by replacing Schedule 2.1 of
the Purchase Agreement,  which refers to (and defines) the Assumed  Liabilities,
and Schedule 5.8 of the Purchase Agreement,  which refers to Material Contracts,
with the  Schedules  attached  hereto as Schedules A and B. For the avoidance of
doubt, the parties acknowledge and agree that the liabilities listed on Schedule
A shall not include any obligations of AUGI, CCC or Connectsoft to UPS or any of
its  affiliates  ("UPS  Liabilities"),  and that such  obligations  shall not be
Assumed Liabilities for purposes of the Purchase Agreement.

         5.  Section  2.2 of the  Purchase  Agreement  and Exhibit C referred to
therein  shall be amended by deleting  all of said  section and exhibit in their
entirety.

         6.  Section 3.1 of the Purchase  Agreement shall be amended by deleting
all of said section and  replacing  the deleted  language with a new Section 3.1
that reads as follows:

             "3.1 Consideration to the Seller. The entire purchase price for the
         Assets (the "Consideration") shall consist of (i) the assumption by the
         Buyer of the Assumed Liabilities,  and the Buyer's agreement to pay and
         perform,  when due, all of such Assumed Liabilities;  (ii) the issuance
         by EXTEL of one (1)  share of its 6%  Series H  Cumulative  Convertible
         Redeemable Preferred Stock, par value $.001 per share, of EXTEL ("EXTEL
         Convertible  Preferred Stock"), the terms of which are set forth in the
         Certificate of Designations for the EXTEL  Convertible  Preferred Stock
         in the form attached hereto as Exhibit D; and (iii) a Note, in the form
         attached  hereto as  Exhibit E (the  "EXTEL  Note"),  in the  amount of
         $500,000,  of which $200,000 is contingent  upon the payment in full by
         AUGI under the $200,000 AUGI Note."

         7.  The Purchase Agreement shall be amended by adding new Sections 6.3,
6.4 and 6.5 that read as follows:

             6.3 No  Registration  Under the Securities Act. AUGI and the Seller
         understand that the shares of EXTEL Convertible Preferred Stock and the
         EXTEL Note to be issued under this Agreement have not been and will not
         be  registered  under  the  Securities  Act of 1933,  as

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         amended   (the   "Securities   Act"),  in  reliance   upon   exemptions
         contained in the Securities Act or interpretations thereof, and neither
         such shares of EXTEL  Convertible  Preferred  Stock,  the EXTEL  Common
         Stock   issuable   upon   conversion   thereof,   nor  the  EXTEL  Note
         (collectively,  the "EXTEL Securities"),  can be offered for sale, sold
         or otherwise  transferred  unless such shares or note are so registered
         or qualify for exemption from registration under the Securities Act.

             6.4 Acquisition for Investment.  The EXTEL Securities are being (or
         will be) acquired in good faith by the Seller and AUGI solely for their
         own account,  for investment and not with a view toward resale or other
         distribution  within  the  meaning  of the  Securities  Act.  The EXTEL
         Securities will not be offered for sale, sold or otherwise  transferred
         by the Seller or AUGI without  either  registration  or exemption  from
         registration under the Securities Act.

             6.5  Evaluation of Merits and Risks of  Investment.  The Seller and
         AUGI have such  knowledge  and  experience  in  financial  and business
         matters  that they are  capable of  evaluating  the merits and risks of
         their  investment in the EXTEL  Securities  Stock.  The Seller and AUGI
         understand and are able to bear any economic risks associated with such
         investment  (including,  without  limitation,  the necessity of holding
         such shares for an indefinite  period of time). AUGI and the Seller (as
         a  corporation  wholly  owned by AUGI) are  "accredited  investors"  as
         defined in  Regulation  D  promulgated  under the  Securities  Act. The
         Seller and AUGI confirm that EXTEL has made available to them and their
         representatives  and agents the  opportunity  to ask  questions  of the
         officers  and  management  employees  of EXTEL about the  business  and
         financial   condition  of  EXTEL  as  the  Seller  and  AUGI  or  their
         representatives have requested.

         8. Sections 9.6 and 9.7 of the Purchase Agreement and Exhibits D  and E
referred to therein  shall be amended by deleting   all  of  said  sections  and
exhibits  in  their  entirety,   and any promissory note delivered to AUGI under
the Purchase Agreement,  or the Management Agreement dated as of July 1998 among
certain of the parties  hereto (in each case as amended),  is hereby  superseded
(and  canceled) by the  transactions  contemplated  hereby,  and shall be marked
"Void" and returned to the maker thereof.

         9. Section 13.2(c)  of  the  Purchase  Agreement  shall  be  amended by
replacing  the reference to June 30, 1999 with  the  date that is one year  from
the date hereof.


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         10. Sections 14.1 and 14.2 of the Purchase  Agreement shall be  amended
by  deleting  all of  said  Sections and replacing the deleted language with new
Sections  14.1,  14.2,  14.3  and 14.4 (and existing Sections 14.3 and 14.4, and
references thereto, shall be renumbered appropriately) that read as follows :

             "14.1   Indemnification   of  the  Seller  and  AUGI  for   Assumed
         Liabilities.   The  Buyer  does  hereby  irrevocably,   absolutely  and
         unconditionally  indemnify,  defend  and hold  harmless  the Seller and
         AUGI,  and each of them,  individually  and  severally,  to the fullest
         extent  permitted by law, from and against any claim against the Seller
         or AUGI in respect of any act, omission,  neglect, breach or failure by
         Buyer to timely  and fully  pay and  perform  each and every one of the
         Assumed  Liabilities  and  Material  Contracts,  when due ("AUGI  Group
         Assumed Liability Indemnified Amounts"). The Buyer covenants and agrees
         to fully pay each of the Seller and AUGI, within twenty-four (24) hours
         of written demand therefor,  for any payments made or amounts which the
         Seller or AUGI becomes legally  obligated to pay (and reimburse  Seller
         and AUGI, to the extent payment is made by them) in connection with any
         of the AUGI Group Assumed Liability Indemnified Amounts.

             "14.2  Indemnification  by EXTEL for Certain  Assumed  Liabilities.
         EXTEL  does  hereby   irrevocably,   absolutely   and   unconditionally
         indemnify,  defend and hold  harmless  AUGI from and  against any claim
         against  AUGI in  respect  of any act,  omission,  neglect,  breach  or
         failure  by Buyer to timely  and fully  pay,  when due,  those  Assumed
         Liabilities which consist of liabilities to T&W which are guaranteed by
         or primary  obligations  of AUGI  ("AUGI  Direct  Obligations").  EXTEL
         covenants and agrees to fully pay AUGI,  within  twenty-four (24) hours
         of written demand therefor, for any payments made or amounts which AUGI
         becomes  legally  obligated to pay (and  reimburse  AUGI, to the extent
         payment  is made  by it) in  connection  with  any of the  AUGI  Direct
         Obligations.  Notwithstanding  the foregoing,  the obligations of EXTEL
         under this  Section  14.2 shall be unsecured  and  subordinated  in all
         respects to EXTEL's existing and future  obligations to IDT Corporation
         and to EXTL Investors.

             14.3  Indemnification  of the  Seller and AUGI for  Certain  Taxes.
         EXTEL  does  hereby   irrevocably,   absolutely   and   unconditionally
         indemnify,  defend and hold  harmless the Seller and AUGI,  and each of
         them,  individually  and severally,  to the fullest extent permitted by
         law,  from and against any claim against the Seller or AUGI as a result
         of,  arising  from  or in  connection  with  any  claim  by any  taxing
         authority for Taxes of or relating to EXTEL, including (but not limited
         to) all Taxes  attributable  to the  business and  operations  of EXTEL

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         prior to the Closing Date (the "AUGI Group  Indemnified  Tax Amounts").
         For purposes of this Agreement,  "Taxes" shall mean all federal, state,
         county, local and other taxes,  including,  without limitation,  income
         taxes,  estimated taxes,  withholding taxes, excise taxes, sales taxes,
         use taxes, gross receipt taxes, franchise taxes, employment and payroll
         related  taxes,  property  taxes  and  import  duties,  whether  or not
         measured in whole or in part by net  income,  and all  deficiencies  or
         other additions to tax, interest and penalties owed by it in connection
         with any such  taxes.  EXTEL  covenants  and  agrees  to fully  pay and
         reimburse each of the Seller and AUGI, within twenty-four (24) hours of
         written  demand  therefor,  for any payments  made or amounts which the
         Seller or AUGI becomes legally  obligated to pay in connection with the
         AUGI Group Indemnified Tax Amounts.

             14.4  Indemnification  of  the  Buyer  and  EXTEL.  Each  of  AUGI,
         Connectsoft  and CCC does hereby  jointly and  severally,  irrevocably,
         absolutely and unconditionally indemnify,  defend and hold harmless the
         Buyer and EXTEL  from and  against  (i) any  claim  against  EXTEL as a
         result of,  arising from or in connection  with any claim by any taxing
         authority  for  Taxes  of or  relating  to  AUGI,  Connectsoft  or CCC,
         including (but not limited to) all Taxes  attributable  to the business
         and  operations  of any of them prior to the  Closing  Date (the "EXTEL
         Group  Indemnified Tax Amounts"),  and (ii) any claim against the Buyer
         or EXTEL in respect of any act, omission, neglect, breach or failure by
         AUGI,  Connectsoft  or CCC to timely  and  fully  pay,  when  due,  UPS
         Liabilities.  Each of AUGI,  Connectsoft  and CCC jointly and severally
         covenants and agrees to fully pay and reimburse the Buyer and EXTEL, as
         appropriate,  within twenty-four (24) hours of written demand therefor,
         for any  payments  made or  amounts  which the  Buyer or EXTEL  becomes
         legally obligated to pay in connection with any UPS Liabilities."

         11.  AUGI  and  the  Seller  shall,  and   shall  ensure  that    their
respective affiliates shall, afford to EXTEL and the Buyer, and their respective
officers, employees,  accountants,  consultants and legal counsel, access at any
time and from time to time following the date hereof,  but during  business days
and  normal  business  hours,  to  the  books,  records  and  other  information
(including without limitation, operating and financial information),  contracts,
facilities  and  premises  relating  to the  Assets,  the  Seller  and all other
companies,  divisions or other entities or portions thereof that EXTEL and Buyer
may reasonably  request for purposes of preparing audited  financial  statements
pursuant to EXTEL's reporting  requirements under the Securities Act of 1933 and
the Securities  Exchange Act of 1934 (the "Securities Laws"), make available the
personnel,  accountants and other representatives having knowledge regarding the
same and cooperate with and furnish  assistance to EXTEL and the Buyer (provided
that

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AUGI   and  the  Seller  shall not be obligated to incur any non-minimal cost or
expense),  as EXTEL or the Buyer may reasonably  request in connection  with the
preparation  of  financial  statements  with  respect to the Assets and  Assumed
Liabilities  and the  business  represented  thereby  being  acquired  under the
Purchase Agreement. In connection with an audit of such financial statements, if
required,  AUGI and its financial and other  management agree to provide certain
representations  in the form of a  representation  letter to BDO  Seidman,  LLP,
independent certified public accountants,  in accordance with generally accepted
auditing standards.  The provision of such financial  statement  representations
and information and assistance shall be reasonably  prompt.  AUGI and the Seller
shall ensure that none of such  information  is destroyed  during the three year
period  commencing  on the  closing  date  unless  EXTEL and the Buyer have been
afforded a reasonable opportunity to obtain and make copies of the information.

Any document or information produced or disclosed pursuant to this Section 11 in
any form is  Confidential  Information  and EXTEL and Buyer shall not permit the
duplication,  use, or disclosure of any such  Confidential  Information by or to
any third party (other than officers,  employees,  accountants,  consultants and
legal counsel) except as required  pursuant to the Securities Laws and permitted
hereunder, unless such duplication, use or disclosure is specifically authorized
by AUGI or the Seller in writing prior to any disclosure.  EXTEL and Buyer shall
use commercially reasonable diligence,  and in no event less than that degree of
care that such party uses in respect to its own confidential information of like
nature,  to  prevent  the  unauthorized   disclosure  or  reproduction  of  such
information.

         12.  EXTEL and the Buyer have  previously  delivered  to the Seller and
AUGI true and correct  copies of its Annual Report on Form 10K,  filed April 16,
1999 and Registration  Statement on Form S-1 effective May 28, 1999 (the "Recent
Public  Filings").  The  Recent  Public  Filings  comply  as to  form  with  the
disclosure  requirements  applicable  thereto  and do not  contain any false and
misleading statement or omit any fact necessary to make the statements contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Since the date of the most recent of the Recent Public Filings, (a)
there has been no material change in the  capitalization  of EXTEL or the Buyer,
(b) the businesses of EXTEL,  the Buyer and their respective  subsidiaries  have
been operated in the normal course,  and (c) there has been no material  adverse
change in the financial condition, operations or businesses of EXTEL, the Buyer,
and their  respective  subsidiaries  (taken as a  consolidated  whole) from that
reflected  in such  report  (except as  indicated  in any later  filing with the
Securities and Exchange Commission).

         13.  Copies of all  notices to the Buyer  shall be sent to the Buyer at
its principal place of business, attention "President."

         14. Capitalized terms used herein and not defined herein shall have the
meaning  ascribed  to them  in the Purchase Agreement.  All terms and provisions

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<PAGE>

of the  Purchase  Agreement  and  amendments  thereto, as  amended hereby, shall
continue in full force and effect, and are hereby confirmed in all respects.

         15. This Amendment No. 3 to Asset Purchase Agreement may be executed in
several  counterparts,  each of which is an original,  but all of which together
constitute  one  and  the  same  agreement.  The  descriptive  headings  in this
Amendment No. 3 to Asset  Purchase  Agreement are for  convenience  of reference
only and shall not define or limit the provisions hereof.

         16. This  Amendment No. 3 to Asset  Purchase  Agreement is governed by,
and shall be construed in accordance with, the laws of the State of Delaware.













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<PAGE>


                  IN WITNESS  WHEREOF,  the parties have executed this Amendment
as of the date first set forth above.

                             AMERICAN UNITED GLOBAL, INC.


                             By:__________________________________
                             Name/Title:__________________________

                             CONNECTSOFT COMMUNICATIONS
                                CORPORATION


                             By:__________________________________
                             Name/Title:__________________________

                             CONNECTSOFT HOLDING CORP.


                             By:__________________________________
                             Name/Title:__________________________

                             C-SOFT ACQUISITION CORP.


                             By:__________________________________
                             Name/Title:__________________________

                             EXECUTIVE TELECARD, LTD.


                             By:__________________________________
                             Name/Title:__________________________


                             VOGO NETWORKS, LLC
                             BY ITS MEMBER:


                             EXECUTIVE TELECARD, LTD.

                             By:__________________________________


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