EGLOBE INC, PRE 14A, 2000-05-17

EGLOBE INC
PRE 14A, 2000-05-17
BUSINESS SERVICES, NEC

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[x] Preliminary Proxy Statement/Prospectus

[ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement/Prospectus
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

eGlobe, Inc.
----------------------------------------------
(Name of Registrant as Specified In Its Charter)

----------------------------------------------
(Name of Person(s) Filing Proxy Statement/Prospectus
if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

<PAGE>

eGLOBE, INC.
1250 24TH STREET, NW, SUITE 725
WASHINGTON, DC 20037

[June 1], 2000

Dear Stockholder:

You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of eGlobe, Inc. to be held on Thursday, June 22, 2000 at 9:30 a.m., local time,
at the Washington Monarch Hotel, 2401 M Street, NW, Washington, DC 20037.

The matters to be acted upon at the Annual Meeting, as well as other
important information, are set forth in the accompanying Notice of Annual
Meeting and Proxy Statement which you are urged to review carefully.

Regardless of your plans for attending in person, it is important that your
shares be represented and voted at the Annual Meeting. Accordingly, you are
requested to complete, sign, date, and return the enclosed proxy card in the
enclosed postage paid envelope. Signing this proxy will not prevent you from
voting in person should you be able to attend the meeting, but will assure that
your vote is counted if, for any reason, you are unable to attend.

We hope that you can attend the 2000 Annual Meeting of Stockholders. Your
interest and support in the affairs of eGlobe, Inc. are appreciated.

Sincerely,

CHRISTOPHER J. VIZAS
Co-Chairman of the Board of Directors
and Chief Executive Officer

<PAGE>

eGLOBE, INC.
1250 24TH STREET, NW SUITE 725
WASHINGTON, DC 20037
(202) 822-8981

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 2000

NOTICE IS HEREBY GIVEN that our Annual Meeting of Stockholders (the "Annual
Meeting") will be held on Thursday, June 22, 2000, at 9:30 a.m., local time, at
the Washington Monarch Hotel, 2401 M Street, NW, Washington, DC 20037, and
thereafter as it may from time to time be adjourned for the purposes stated
below:

1. To elect three directors to our Board of Directors to a term of three
years and until their successors have been duly elected and qualified
(Proposal 1, see page 8);

2. To approve the possible issuance of shares of our common stock upon
the conversion and exercise of shares of our Series P Convertible
Preferred Stock, Series Q Convertible Preferred Stock and warrants
issued in connection with the Series P Convertible Preferred Stock and
the Series Q Convertible Preferred Stock, where the number of shares
issuable may equal or exceed 20% of our common stock outstanding at
the time these securities were issued (Proposal 2, see page 30); and

3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.

The above matters are described in the Proxy Statement. All of our
stockholders are cordially invited to attend the Annual Meeting. Only holders of
record of our common stock at the close of business on May 15, 2000 will be
entitled to vote at the Annual Meeting and any adjournments or postponements
thereof, either in person or by proxy. Our stock transfer books will not be
closed.

BY ORDER OF THE BOARD OF DIRECTORS

GRAEME BROWN, ESQ.
Deputy General Counsel and Secretary

[June 1], 2000

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY, IF YOU WISH, REVOKE YOUR PROXY
AT ANY TIME PRIOR TO THE TIME IT IS VOTED.

<PAGE>

eGLOBE, INC.
1250 24TH STREET, NW SUITE 725
WASHINGTON, DC 20037

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 22, 2000

This Proxy Statement ("Proxy Statement") is furnished to stockholders of
eGlobe, Inc. (the "Company") in connection with the solicitation by our Board of
Directors of proxies (each individually, a "Proxy") to be used at our 2000
Annual Meeting of Stockholders (the "Annual Meeting") and at any adjournments or
postponements thereof. The Annual Meeting will be held on Thursday, June 22,
2000 at 9:00 a.m., local time, at the Washington Monarch Hotel, 2401 M Street,
NW, Washington, DC 20037, and thereafter as it may from time to time be
adjourned, for the purposes stated below.

At the Annual Meeting, our stockholders will be asked to:

1. To elect three directors to our Board of Directors to a term of three
years and until their successors have been duly elected and qualified
(Proposal 1, see page 8);

3. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.

All Proxies in the enclosed form of proxy that are properly executed and
returned to us prior to commencement of voting at the Annual Meeting will be
voted at the Annual Meeting or any adjournments or postponements thereof in
accordance with the instructions thereon. EXECUTED BUT UNMARKED PROXIES WILL BE
VOTED FOR APPROVAL OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT. We do not
know of any matters other than those set forth herein which may come before the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, Proxies will be voted in the discretion of the proxy holders.

The approximate date on which this Proxy Statement and form of proxy are
first being sent or given to our stockholders is [June 1], 2000.

The cost of soliciting Proxies in the form enclosed herewith will be borne
entirely by the Company. In addition to the solicitation of Proxies by mail,
Proxies may be solicited by our officers and directors and our regular
employees, without additional remuneration, by personal interviews, telephone,
telegraph or otherwise. We may also utilize the services of our transfer agent,
American Stock Transfer & Trust Company, to provide broker search and proxy
distribution services at an estimated cost of $2,500. Copies of solicitation
material may be furnished to brokers, custodians, nominees and other fiduciaries
for forwarding to beneficial owners of shares of our common stock and normal
handling charges may be paid for such forwarding service.

The presence of a stockholder at the Annual Meeting will not automatically
revoke such stockholder's proxy. Stockholders may, however, revoke a proxy at
any time before its exercise by

<PAGE>

filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.

A COPY OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 ACCOMPANIES THIS PROXY STATEMENT.

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE FOR APPROVAL
OF EACH OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.

2
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Shares Outstanding and Voting Rights..............................................................................4
Security Ownership of Management..................................................................................5
Security Ownership of Certain Beneficial Owners...................................................................7
Proposal 1: Election of Directors................................................................................8
Meetings and Committees of our Board of Directors................................................................12
Executive Compensation...........................................................................................12
Summary Compensation Table....................................................................................13
Option/SAR Grants in Last Fiscal Period.......................................................................14
Aggregated Option/SAR Exercises in Last Fiscal Period and Fiscal
Period-End Option/SAR Values.................................................................................15
Compensation of Directors.....................................................................................15
Employment Agreements, Termination of Employment and Change
in Control Arrangements......................................................................................16
Compensation Committee Interlocks and Insider Participation......................................................21
Compensation Committee Report on Executive Compensation..........................................................22
Stock Performance Chart..........................................................................................25
Certain Relationships and Related Transactions...................................................................26
Section 16(a) Beneficial Ownership Reporting Obligations.........................................................29
Proposal 2: Approval of the Issuance of Common Stock Upon the Conversion
and Exercise of the Series P Convertible Preferred Stock, Series
Q Convertible Preferred Stock and Certain Warrants..................................................30
Independent Accountants..........................................................................................35
Incorporation by Reference.......................................................................................35
Stockholder Proposal and Other Matters...........................................................................35
</TABLE>

3
<PAGE>

SHARES OUTSTANDING AND VOTING RIGHTS

Only holders of record of our common stock at the close of business on
Monday, May 15, 2000, will be entitled to notice of and to vote at the Annual
Meeting or any adjournments or postponements thereof. On May 15, 2000, there
were issued and outstanding, and entitled to vote, 95,223,685 shares of common
stock.

Each holder of our common stock of record on such date will be entitled to
one vote on all matters to be voted upon at the Annual Meeting, including the
election of Directors. Our common stock votes as a single class. Holders of a
majority of the common stock represented at a meeting may approve most actions
submitted to the stockholders. Cumulative voting in the election of Directors is
not permitted.

A majority of our outstanding common stock represented in person or by
Proxy and entitled to vote will constitute a quorum at the Annual Meeting. Any
stockholder present in person or by Proxy who abstains from voting on any
particular matter described herein will be counted for purposes of determining a
quorum. For purposes of voting on the matters described herein, at any meeting
of stockholders at which a quorum is present, the required vote is as follows:
(a) the affirmative vote of a plurality of the shares of common stock present or
represented by Proxy at the Annual Meeting is required to elect the three (3)
nominees for Directors and (b) the affirmative vote of a majority of the shares
of common stock present or represented by Proxy at the Annual Meeting is
required to approve the other matters at the Annual Meeting. In such a case, the
aggregate number of votes cast by all stockholders present in person or by Proxy
will be used to determine whether a motion will carry.

All votes will be tabulated by the inspector of elections (the "Inspector")
appointed for the Annual Meeting who will, for each proposal to be voted on,
determine the number of shares outstanding, the number of shares entitled to
vote, the number of shares represented at the Annual Meeting, the existence of a
quorum, and the authenticity, validity and effect of all proxies received by the
Company. The Inspector will also separately tabulate affirmative and negative
votes and broker "non-votes", and determine the result for each proposal.

An abstention from voting on a matter by a stockholder present in person or
by Proxy at the Annual Meeting will have no effect on the item on which the
stockholder abstains from voting. In addition, although broker "non-votes" will
be counted for purposes of determining a quorum, they will have no effect on the
vote on matters at the Annual Meeting. All valid Proxies received may be voted
at the discretion of the proxy holders named therein for adjournments or
postponements or other matters that may properly come before the Annual Meeting.
The proxy holders may exercise their discretion to vote all valid Proxies for an
adjournment or postponement in the absence of a quorum, to the extent necessary
to facilitate the tabulation process or in other cases.

4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number and percentage of shares of our
common stock owned beneficially, as of May 15, 2000, by each director and
executive officer of eGlobe, and by all directors and executive officers of
eGlobe as a group. Information as to beneficial ownership is based upon
statements furnished to us by such persons. Unless otherwise indicated, the
address of each of the named individuals is c/o eGlobe, Inc., 1250 24th Street,
N.W., Suite 725, Washington, DC 20037.

<TABLE>
<CAPTION>
- ------------------------------------------- ----------------------------------- ------------------------------------
NAME OF NUMBER OF SHARES PERCENT OF COMMON
BENEFICIAL OWNER OWNED BENEFICIALLY (1) STOCK OUTSTANDING (2)
- ------------------------------------------- ----------------------------------- ------------------------------------
<S> <C> <C>
Christopher J. Vizas (3) 496,499 0.5%
Arnold Gumowitz 10,640,000 11.6
David W. Warnes (4) 111,000 0.1
Richard A. Krinsley (5) 180,182 0.2
Donald H. Sledge (6) 110,000 0.1
James O. Howard (7) 95,000 0.1
Richard Chiang (8) 2,153,545 2.3
John H. Wall (9) 50,000 *
Gary Gumowitz 13,300,000 14.4
John W. Hughes 3,800,000 4.1
David Skriloff (10) 50,061 *
Bijan Moaveni 1,138,814 1.2
Anne Haas (11) 45,617 *
All executive officers and directors as a 32,278,452 35.1%
Group (13 persons) (12)
- ------------------------------------------- ----------------------------------- ------------------------------------
</TABLE>
* Less than 1%

(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be a "beneficial owner" of a security if he or she has or shares the power
to vote or direct the voting of such security or the power to dispose or
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days from May 15, 2000. More than
one person may be deemed to be a beneficial owner of the same securities.
All persons shown in the table above have sole voting and investment power,
except as otherwise indicated. This table includes shares of common stock
subject to outstanding options granted pursuant to our option plans.

(2) For the purpose of computing the percentage ownership of each beneficial
owner, any securities which were not outstanding but which were subject to
options, warrants, rights or conversion privileges held by such beneficial
owner exercisable within 60 days were deemed to be outstanding in
determining the percentage owned by such person, but were deemed not to be
outstanding in determining the percentage owned by any other person.

(3) Includes options to purchase 204,372 shares of common stock exercisable
within 60 days from May 15, 2000. Does not include options to purchase
933,334 shares of common stock which are not exercisable within such
period.

(4) Consists solely of options to purchase common stock exercisable within 60
days from May 15, 2000.

(5) Includes options to purchase 96,000 shares of common stock exercisable
within 60 days from May 15, 2000.

(6) Consists solely of options to purchase common stock exercisable within 60
days from May 15, 2000.

(7) Includes options to purchase 85,000 shares of common stock exercisable
within 60 days from May 15, 2000.

(8) Includes options to purchase 50,000 shares of common stock exercisable
within 60 days from May 15, 2000, and warrants to purchase 8,540 shares of
common stock exercisable within 60 days from May 15, 2000, owned by Tenrich
Holdings Ltd., of which Mr. Chiang is the sole stockholder. Does not
include warrants owned by Tenrich Holdings Ltd. to purchase 215,111 shares
of common stock which are not exercisable within such period.

(9) Includes options to purchase 50,000 shares of common stock exercisable
within 60 days from May 15, 2000. Does not include 15% interest in warrants
to purchase 18,000 shares of common stock which are not exercisable within
such a period.

5
<PAGE>

(10) Includes options to purchase 36,000 shares of common stock exercisable
within 60 days from May 15, 2000. Does not include (1) warrants to purchase
4,218 shares of common stock or (2) options to purchase 264,000 shares of
common stock which are not exercisable within such period.

(11) Includes options to purchase 16,047 shares of common stock exercisable
within 60 days from May 15, 2000. Does not include options to purchase
248,571 shares of common stock which are not exercisable within such
period.

(12) Includes options to purchase 30,617 shares of common stock exercisable
within 60 days from May 15, 2000. Does not include options to purchase
100,616 shares of common stock which are not exercisable within 60 days
from May 15, 2000.

(13) Includes (1) options to purchase 789,036 shares of common stock exercisable
within 60 days from May 15, 2000 and (2) warrants to purchase 8,540 shares
of common stock exercisable within 60 days from May 15, 2000. Does not
include (1) options to purchase 1,546,521 shares of common stock or (2)
warrants to purchase 219,329 shares of common stock which are not
exercisable within such period.

6
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the number and percentage of shares of our common
stock owned beneficially, as of May 15, 2000, by any person who is known to us
to be the beneficial owner of 5% or more of our common stock. Information as to
beneficial ownership is based upon statements furnished to us by such persons.

<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address Owned of Record Common Stock
of Beneficial Owner and Beneficially (1) Outstanding (2)
<S> <C> <C>
EXTL Investors LLC (3) 15,553,076 16.9%
850 Cannon, Suite 200
Hurst, Texas 76054

Gary Gumowitz 13,300,000 14.4%
c/o eGlobe, Inc.
1250 24th Street, N.W., Suite 725
Washington, D.C. 20004

Arnold Gumowitz 10,640,000 11.6%
c/o eGlobe, Inc.
1250 24th Street, N.W., Suite 725
Washington, D.C. 20004
</TABLE>

(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be a "beneficial owner" of a security if he or she has or shares the power to
vote or direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has the right to acquire beneficial
ownership within 60 days from May 15, 2000. More than one person may be deemed
to be a beneficial owner of the same securities. All persons shown in the table
above have sole voting and investment power, except as otherwise indicated.

(2) For the purpose of computing the percentage ownership of each beneficial
owner, any securities which were not outstanding but which were subject to
options, warrants, rights or conversion privileges held by such beneficial owner
exercisable within 60 days were deemed to be outstanding in determining the
percentage owned by such person, but were not deemed outstanding in determining
the percentage owned by any other person.

(3) Includes warrants to purchase 6,000,000 shares of common stock exercisable
within 60 days from May 15, 2000. Ronald and Gladys Jensen, members of EXTL
Investors LLC, may be deemed to be beneficial owners of these securities.

7
<PAGE>

ELECTION OF DIRECTORS
(PROPOSAL 1)

Our Board of Directors recommends the election as directors of the three
(3) nominees listed below as Class I Directors. The three nominees, if elected,
would hold office until the annual meeting of stockholders in 2003 and until
their successors are elected and qualified or until their earlier death,
resignation or removal.

The following table sets forth the name and age of each nominee for
director, indicating all positions and offices with eGlobe currently held by
him, and the period during which he has served as a director:

<TABLE>
<CAPTION>
Director
Name of Nominee Age Position With eGlobe Since
- --------------- --- -------------------- --------
<S> <C> <C> <C>
David W. Warnes 53 Class I Director 1995
Richard Chiang 44 Class I Director 1998
John W. Hughes 51 Senior Vice President and General
Counsel and Class I Director 2000
</TABLE>

It is intended that shares represented by Proxies in the accompanying form
will be voted "For" the election of the nominees named above unless a contrary
direction is indicated. If at the time of the Annual Meeting any of the nominees
named above should be unable to serve, which event is not expected to occur, the
discretionary authority provided in the Proxy will be exercised to vote for such
substitute nominee or nominees, if any, as shall be designated by our Board of
Directors.

The affirmative vote of a plurality of the shares of common stock present
or represented by Proxy at the Annual Meeting is required to elect directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

8
<PAGE>

Shown below are the names of all directors and executive officers of
eGlobe, all positions and offices held by each such person, the period during
which each person has served as such, and the principal occupations and
employment of each such person during the last five years:

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Christopher J. Vizas ................. 50 Co-Chairman of the Board and Chief Executive
Officer and Class III Director
Arnold S. Gumowitz ................. 71 Co-Chairman of the Board
and Class III Director
David W. Warnes .................... 53 Class I Director
Richard A. Krinsley .................. 70 Class III Director
James O. Howard .................... 57 Class III Director
Donald H. Sledge ................... 59 Class II Director
Richard Chiang ...................... 44 Class I Director
John H. Wall ....................... 34 Class II Director
Gary S. Gumowitz ................... 38 President, eGlobe Development Corp.
and Class II Director
John W. Hughes ..................... 51 Senior Vice President and General Counsel
and Class I Director
David Skriloff ....................... 34 Chief Financial and Administrative Officer
Bijan Moaveni ...................... 54 Chief Operating Officer
Anne Haas ......................... 49 Vice President, Controller and Treasurer
</TABLE>

DIRECTORS AND EXECUTIVE OFFICERS

CHRISTOPHER J. VIZAS, age 50, has been a Director of eGlobe since October 25,
1997 and the Chairman of the Board of Directors since November 10, 1997. Mr.
Vizas served as eGlobe's acting Chief Executive Officer from November 10, 1997
to December 5, 1997, on which date he became eGlobe's Chief Executive Officer.
Before joining eGlobe, Mr. Vizas was a co-founder of, and since October 1995,
served as Chief Executive Officer of Quo Vadis International, an investment and
financial advisory firm. Before forming Quo Vadis International, he was Chief
Executive Officer of Millennium Capital Development, a merchant banking firm,
and of its predecessor Kouri Telecommunications & Technology. Before joining
Kouri, Mr. Vizas shared in the founding and development of a series of
technology companies, including Orion Network Systems, Inc. of which he was a
founder and a principal executive. From April 1987 to 1992, Mr. Vizas served as
Vice Chairman of Orion, an international satellite communications company, and
served as a Director from 1982 until 1992. Mr. Vizas has also held various
positions in the United States government.

ARNOLD S. GUMOWITZ, age 71, was appointed Co-Chairman of the Board of Directors
on March 24, 2000. Mr. Gumowitz has been the Chairman and Chief Financial
Officer of Trans Global since its inception in 1995. Before joining Trans
Global, Mr. Gumowitz was a co-founder and Chairman of AAG Management, Inc., a
real estate concern which commenced operations in 1979. In addition, Mr.
Gumowitz has over 40 years experience in the textile, apparel and manufacturing
fields.

DAVID W. WARNES, age 53, has been a Director of eGlobe since June 30, 1995. Mr.
Warnes has been the Chief Operating Officer of Global Light Telecommunications
Inc. since September 1997 and a Director since June 1997. He has been the
President and Chief Executive Officer of Vitacom, a subsidiary of Highpoint,
since December 1995, and President and CEO of Highpoint since April 1998.
Previously, Mr. Warnes held various senior management and executive positions
with Cable and Wireless or its affiliated companies for two decades. From
October 1992 through October 1995, he

9
<PAGE>

was Vice President, Operations and Chief Operating Officer, and from August 1994
through October 1995, he was Assistant Managing Director of Tele 2, a
telecommunications service provider in Sweden partially owned by Cable and
Wireless. From August 1988 through June 1992, he was a principal consultant and
General Manager, Business Development of IDC, an international
telecommunications service provider based in Japan and partially owned by Cable
and Wireless. Mr. Warnes is a Chartered Engineer, a Fellow of the Institution of
Electrical Engineers, and a graduate of the University of East London.

RICHARD A. KRINSLEY, age 70, has been a Director of eGlobe since June 30, 1995.
Mr. Krinsley retired in 1991 as the Executive Vice President and Publisher of
Scholastic Corporation; a publicly held company traded on the Nasdaq Stock
Market. While employed by Scholastic between 1983 and 1991, Mr. Krinsley, among
many other duties, served on that company's management committee. From 1961 to
1983, Mr. Krinsley was employed by Random House where he held, among other
positions, the post of Executive Vice President. At Random House, Mr. Krinsley
also served on that company's executive committee.

JAMES O. HOWARD, age 57, has been a Director of eGlobe since January 16, 1998.
Since 1990, Mr. Howard has served as the Chief Financial Officer and a member of
the management committee of Benton International, Inc., a wholly owned
subsidiary of Perot Systems Corporation. From 1981 to 1990, Mr. Howard was
employed by Benton International, Inc. as a consultant and sector manager.
Before joining Benton International, Inc., Mr. Howard held a number of legal
positions in the federal government, including General Counsel of the National
Commission on Electronic Fund Transfers.

DONALD H. SLEDGE, age 59, has been a Director of eGlobe since November 10, 1997.
Mr. Sledge has served as the Chief Executive Officer of RateXchange Corporation,
a telecommunications company since January 2000. Mr. Sledge served as Vice
Chairman, President and Chief Executive Officer of TeleHub Communications Corp.,
a privately held technology development company, beginning in 1996. Mr. Sledge
served as President and Chief Operating Officer of West Coast
Telecommunications, Inc., a long distance company, from 1994 to 1995. From 1993
to 1994, Mr. Sledge was employed by New T&T, a Hong Kong-based company, as head
of operations. Mr. Sledge was Chairman and Chief Executive Officer of Telecom
New Zealand International from 1991 to 1993 and the Managing Director of Telecom
New Zealand International's largest local carrier from 1988 to 1991. Mr. Sledge
is currently Chairman of the Board of United Digital Network, a small
interexchange carrier that operates primarily in Texas, Oklahoma, Arizona and
California. Mr. Sledge is a member of the Board of Advisors of DataProse and
serves as a director of AirCell Communications, Inc. He also serves as advisor
and board member to several small technology-based start-up companies.

RICHARD CHIANG, age 44, has been a Director of eGlobe since December 2, 1998.
Mr. Chiang has been the Chairman and President of Princeton Technology, Corp.
since 1986 and Chairman since 1996. He has been on the Board of Directors of
Taitron Companies, Inc. and Buslogic, Inc. since 1989 and Alliance Venture
Capital Corp. since 1996. Mr. Chiang served as Chairman for IDX International,
Inc. from 1997 to 1998. Mr. Chiang currently sits on the Board of Proware
Technology, Corp. which is a RAID subsystem business and as a Chairman at
Advanced Communication Devices, Corp. whose primary business is Networking
Switch Controller Chips. He has served with these two companies since 1996.

JOHN H. WALL, age 34, has been a Director of eGlobe since June 16, 1999. Mr.
Wall has been the Vice President and Chief Technology Officer for Insurdata
Incorporated, a healthcare technology solutions and services provider, since
March 3, 1998. Prior to joining Insurdata, Mr. Wall served as Chief Technical
Officer for BT Systems Integrators, a provider of imaging and information
management solutions from 1996 to 1998. Mr. Wall also was employed as an
engineer and technical analyst by Georgia Pacific and Dana Corporation from 1995
to 1996 and 1988 to 1995, respectively.

GARY S. GUMOWITZ, age 38, was appointed President of eGlobe Development Corp., a
wholly owned subsidiary of eGlobe, and Director of eGlobe on March 24, 2000. Mr.
Gumowitz was the founder of

10
<PAGE>

Trans Global and has served as its Chief Executive Officer since its inception
in 1995. Previously, Mr. Gumowitz served on Trans Global's board of directors,
and on the boards of AAG Management Company and GGB Associates with interests in
the real estate and hospitality industries since 1990. He is a graduate of the
University of Rhode Island and holds a degree in Economics.

JOHN W. HUGHES, age 51, was appointed Senior Vice President and General Counsel
and Director of eGlobe on March 24, 2000. Mr. Hughes was the outside General
Counsel of Trans Global since its inception in 1995 and was a sole proprietor
practicing law in New York for twenty-five years, specializing in the areas of
taxation, business organizations, and contracts. Mr. Hughes served as a faculty
member in the tax department at Pace University and as a lecturer at the Cornell
University Graduate School of Business Administration. In addition, Mr. Hughes
serves on Trans Global's board of directors. He is an alumnus of Cornell
University, where he earned a Bachelor's Degree in l970, an MBA in 1971 and a
J.D. in l974.

DAVID SKRILOFF, age 34, was appointed Chief Financial and Administrative Officer
of eGlobe effective as of January 1, 2000. Prior to joining eGlobe, Mr. Skriloff
was employed by Gerard Klauer Mattison & Co., a registered investment bank and
eGlobe's financial banker, beginning in 1993 where he was a Senior Associate
before being promoted to Vice President, Corporate Finance. Mr. Skriloff also
worked as an Associate at The American Acquisition Company, a venture capital
group and was a co-founder and Senior Vice President of Sales and Marketing at
Performance Technologies, Inc., a computer software company.

BIJAN MOAVENI, age 54, was appointed Chief Operating Officer of eGlobe on
December 3, 1999. Prior to joining eGlobe, Mr. Moaveni served as President of
Coast International, Inc., a private telecommunications company which he founded
and which was acquired by eGlobe in December 1999, for ten years. Before
founding Coast, Mr. Moaveni held various senior management positions with Sprint
Corporation, including marketing and sales, telecommunications networks,
customer service, billing and business and system development.

ANNE HAAS, age 49, was appointed Vice President, Controller and Treasurer of
eGlobe on October 21, 1997. Ms. Haas served as the Vice President of Finance of
Centennial Communications Corp., a start-up multi-national two way radio
company, during 1996-97. From 1992 to 1996, Ms. Haas served as Controller of
Quark, Inc., a multi-national desk top publishing software company. Before 1992,
Ms. Haas worked for the accounting firm of Price Waterhouse in San Jose,
California and Denver, Colorado.

11
<PAGE>

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Directors are elected for three year terms with approximately one-third of
such overall directors elected each year; except that in order to implement the
staggered board, at the June 16, 1999 annual meeting, Class I Directors were
elected for a one-year term, Class II Directors were elected for a two-year term
and Class III Directors were elected for a full three-year term. Directors will
hold office until the end of their term and until their successors are elected
and qualified. Executive Officers serve at the pleasure of the Board or until
the next annual meeting of stockholders. Arnold Gumowitz is the father of Gary
Gumowitz.

Our Board is entrusted with managing our business and affairs. Pursuant to
the powers bestowed upon our Board by our Amended and Restated Bylaws, as
amended (the "Bylaws"), our Board may establish committees from among its
members. In addition, the Bylaws provide that our Board must annually appoint
officers of the Company to manage the affairs of the Company on a day to day
basis as set forth in the Bylaws or as otherwise directed by our Board. During
the fiscal period ended December 31, 1999, there were a total of 12 meetings
held by our Board of Directors. All of the Directors attended at least 75% of
the meetings held by our Board of Directors during the fiscal period ended
December 31, 1999 (with the exception of Mr. Chiang, who attended 3 of such
meetings).

In April 1998, our Board reconstituted the then-existing committees of the
Company as four standing committees of our Board: the Executive Committee, the
Audit Committee, the Finance Committee and the Compensation Committee. We do not
have a Nominating Committee. The Executive Committee oversees activities in
those areas not assigned to other committees of our Board and has the full power
and authority of our Board to the extent permitted by Delaware law. Our
Executive Committee is presently comprised of Messrs. Howard, Sledge, and Vizas.
The Audit Committee's duties include making recommendations concerning the
engagement of independent public accountants, reviewing with the independent
public accountants the plans and results of the audit engagement, reviewing and
approving professional services rendered by the independent public accountants,
reviewing the independence of the independent public accountants, considering
the range of audit and non-audit fees, reviewing the adequacy of our internal
auditing controls; and reviewing situations or transactions involving actual or
potential conflicts of interest. Our Audit Committee is presently comprised of
Messrs. Howard, Wall and Vizas (in an ex officio capacity).

The Compensation Committee is responsible for approving all compensation
for senior officers and employees, makes recommendations to our Board with
respect to the grant of stock options and eligibility requirements, including
grants under and the requirements of our stock option plans and may make grants
to Directors under such stock option plans. Our Compensation Committee is
presently comprised of Messrs. Vizas, Krinsley and Sledge.

The Executive Committee held 11 meetings during the fiscal period ended
December 31, 1999. The Audit Committee held 2 meetings during the fiscal period
ended December 31, 1999. The Compensation Committee held 5 meetings during the
fiscal period ended December 31, 1999.

EXECUTIVE COMPENSATION

The following table summarizes the compensation for the three most recent
fiscal periods ended December 31, 1999, December 31, 1998 and March 31, 1998 of
our Chief Executive Officer and the four most highly compensated other executive
officers whose total annual salary and bonus exceed $100,000 (the "Named
Executive Officers").

12
<PAGE>

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------ -----------------------------
OTHER ANNUAL RESTRICTED SECURITIES
SALARY BONUS COMPENSATION STOCK AWARDS UNDERLYING
NAME AND PRINCIPAL POSITION(1) YEAR ($) ($) ($) ($) OPTIONS/SARS
- ------------------------------------- ------- ------------- ---------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Christopher J. Vizas 1999 $207,692 0 0 0 1,004,768
Chairman and Chief *1998 153,847 0 0 0 110,000
Executive Officer (2) 1998 62,308 0 0 0 520,000

Ronald A. Fried 1999 $150,000 $28,077 0 0 247,200
Vice President, Business *1998 112,500 0 0 0 40,000
Development (3) 1998 12,500 0 0 0 100,000

Anthony Balinger 1999 $150,000 0 $19,200 0 2,100
Senior Vice President and *1998 103,846 0 9,600 0 45,000
Vice Chairman(4) 1998 150,000 0 0 $7,875 84,310

W.P. Colin Smith 1999 $127,884 $10,000 0 0 0
Vice President *1998 91,539 25,000 0 0 25,000
Legal Affairs (5) 1998 11,538 0 0 100,000

Allen Mandel 1999 $137,730 0 0 0 101,800
Senior Vice President (6) *1998 103,000 0 0 0 30,000
1998 90,077 0 0 0 0
</TABLE>

- ----------
* Nine month period ended December 31, 1998

(1) We no longer employ Messrs. Balinger, Smith and Fried. We hired Bijan
Moaveni in December 1999 to act as our Chief Operating Officer and David
Skriloff to act as our Chief Financial and Administrative Officer in
January 2000. Each of Messrs. Moaveni and Skriloff has base salaries in
excess of $100,000. In connection with the consummation of the Merger with
Trans Global, we hired Arnold Gumowitz to act as our Co-Chairman, Gary
Gumowitz to act as President of eGlobe Development Corp. and John Hughes to
act as our General Counsel. Each of Messrs. Gumowitz, Gumowitz and Hughes
have base salaries in excess of $100,000.

(2) Mr. Vizas has served as our Chief Executive Officer since December 5, 1997.
From November 10, 1997 to December 5, 1997, Mr. Vizas served as our acting
Chief Executive Officer. Mr. Vizas' employment agreement provides for a
base salary of $200,000, performance based bonuses of up to 50% of base
salary and options to purchase up to 500,000 shares, subject to various
performance criteria. See "Employment Agreements and Termination of
Employment and Change in Control Arrangements." Mr. Vizas' base salary for
2000 will increase to $300,000.

(3) Mr. Fried has served as our Vice President of Business Development since
February 20, 1998. Mr. Fried's employment agreement provides for a base
salary of $150,000, performance based bonuses of up to 50% of base salary
and options to purchase up to 100,000 shares, subject to various
performance criteria. See "Employment Agreements and Termination of
Employment and Change in Control Arrangements."

(4) Mr. Balinger served as our President from April 1995 until November 10,
1997. Mr. Balinger served as Chief Executive Officer from January 3, 1997
through November 10, 1997. Mr. Balinger has served as our Senior Vice
President and Vice Chairman since November 6, 1997. Amounts shown as Other
Annual Compensation consist of an annual housing allowance paid to Mr.
Balinger while he resided in the United States and while he resides in Hong
Kong. See "Employment Agreements, Termination of Employment and Change of
Control Agreements."

(5) Mr. Smith served as our Vice President of Legal Affairs from February 1,
1998 until January 7, 2000. Mr. Smith's employment agreement provides for a
base salary of $135,000, performance based bonuses of up $50,000 and
options to purchase up to 100,000 shares, subject to various performance
criteria. See "Employment Agreements, Termination of Employment and Change
in Control Arrangements."

(6) Mr. Mandel has served as our Senior Vice President since 1991.

13
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL PERIOD

The following table sets forth the information concerning individual grants of
stock options and stock appreciation rights ("SARs") during the last periods to
each of the Named Executive Officers during such periods. All of the options
granted in the year ended December 31, 1999 to the Named Executive Officers have
terms of between five (5) and ten (10) years. A total of 3,798,182 options were
granted to our employees and directors in the 12-month period ended December 31,
1999 under eGlobe's 1995 Employee Stock Option and Appreciation Rights Plan (the
"Employee Stock Option Plan") and outside of the Employee Stock Option Plan.

OPTION/SAR GRANTS IN LAST FISCAL PERIOD

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM
-------------------------------------------------------- ---------------------------------
% OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/ EMPLOYEES OR BASE
SARS IN FISCAL PRICE EXPIRATION
NAME GRANTED (#) PERIOD ($/SH) DATE 0%($)(1) 5% ($) 10% ($)
- ------------------------ -------------- -------------- ----------- ------------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Christopher J. Vizas... 1,768 0% $0.01 06/25/04 $5,194 $ 6,636 $ 8,351
1,500 0% $1.69 06/25/04 $4,407 $ 3,110 $ 4,565
1,500 0% $1.46 06/25/04 $4,407 $ 3,455 $ 4,910
1,000,000 26.3% $2.8125 12/16/04 -- $787,500 $1,715,625

Ronald A. Fried........ 20,000 0.5% $3.16 05/14/04 -- $ 16,006 $ 36,427
1,100 0% $1.69 06/25/04 $3,232 $ 2,281 $ 3,348
1,100 0% $1.46 06/25/04 $3,232 $ 2,534 $ 3,601
225,000 5.9% $2.8125 12/16/04 -- $177,188 $ 386,016

Anthony Balinger....... 1,200 0% $1.69 06/25/04 $3,326 $ 2,488 $ 3,652
1,200 0% $1.46 06/25/04 $3,526 $ 2,897 $ 3,652

W.P. Colin Smith....... -- -- -- -- -- -- --

Allen Mandel........... 900 0% $1.69 06/25/04 $2,644 $ 1,866 $ 2,739
900 0% $1.46 06/25/04 $2,644 $ 2,073 $ 2,946
100,000 2.6% $2.8125 12/16/04 -- $ 78,750 $ 171,563
</TABLE>

- ----------
(1) For options granted below market, values were calculated by multiplying the
closing transaction price of the common stock as reported on the Nasdaq
National Market at date of grant by the number of options granted.

14
<PAGE>

The following table sets forth information concerning each exercise of
stock options during the last fiscal period by each of the Named Executive
Officers during such fiscal period and the fiscal period end value of
unexercised options.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL PERIOD AND FISCAL PERIOD-END
OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FP-END AT FP-END($)
SHARES --------------------------- ---------------------------
ACQUIRED ON VALUE EXCERCISABLE/ EXCERCISABLE/
NAME EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE
- ---------------------------- --------------- ------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Christopher J. Vizas....... 280,768 $497,220 204,372/ 933,334 $ 380,550/$1,304,960
Ronald A. Fried............ 56,250 91,406 16,047/ 248,571 $ 45,522/$ 422,632
Anthony Balinger........... 0 0 86,310/ 16,666 $ 169,085/$ 33,724
W.P. Colin Smith........... 0 0 48,333/ 43,334 $ 86,762/$ 72,426
Allen Mandel............... 25,000 40,625 76,911/ 117,565 $ 169,666/$ 207,940
</TABLE>

- ----------
(1) Values were calculated by multiplying the closing transaction price of the
common stock as reported on the Nasdaq National Market on December 31, 1999
of $4.4375 by the respective number of shares of common stock and
subtracting the exercise price per share, without any adjustment for any
termination or vesting contingencies.

COMPENSATION OF DIRECTORS

Effective November 10, 1997, and contingent upon eGlobe experiencing a
fiscal quarter of profitability, non-executive members of the Board receive a
Director's fee of $500 for each regular meeting and committee meeting attended.
Our directors are also reimbursed for expenses incurred in connection with
attendance at Board meetings.

During the fiscal periods ended 1995, 1996 and 1997, under our 1995
Directors Stock Option and Appreciation Rights Plan which then provided for
automatic annual grants, each non-executive Director received an annual grant of
ten year options to purchase 10,000 shares at an exercise price equal to the
fair market value of our common stock on the date of grant. Commencing with the
amendments to the Directors Stock Option Plan which were approved by our
stockholders at the 1997 annual meeting held on February 26, 1998, options to
directors may be made at the discretion of the Board of Directors or
Compensation Committee and there are no automatic grants.

On December 16, 1999, options to purchase 50,000 shares of our common stock
at an exercise price of $2.8125 per share were granted to each of Messrs.
Warnes, Krinsley, Howard, Chiang, Sledge and Wall. Such options have a term of
five years and vested upon grant.

On December 16, 1999, Mr. Vizas was granted options to purchase 750,000
shares of common stock at an exercise price of $2.8125 per share. Such options
have a term of five years and vest in three annual installments of 250,000
shares beginning on December 16, 2000. In addition, Mr. Vizas was granted
options to purchase 250,000 shares of common stock, of which 239,628 options
were issued outside of our Employee Stock Option Plan. Such options vested upon
grant and were immediately exercised.

15
<PAGE>

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Effective December 5, 1997, we entered into a three year employment
agreement with Christopher J. Vizas, our Chief Executive Officer. Mr. Vizas'
employment agreement provides for a minimum salary of $200,000 per annum,
reimbursement of certain expenses, annual bonuses based on financial performance
targets to be adopted by eGlobe and Mr. Vizas, and the grant of options to
purchase an aggregate of 500,000 shares of common stock. The options granted to
Mr. Vizas pursuant to his employment agreement are comprised of:

o options to purchase 50,000 shares of common stock at an exercise price of
$2.32 which vested upon their grant;

o options to purchase 50,000 shares of common stock at an exercise price of
$2.32 which vested on December 5, 1998;

o options to purchase up to 100,000 shares of common stock at an exercise
price of $2.32 which expired due to our failure to achieve certain
financial performance targets;

o options to purchase 50,000 shares at an exercise price of $3.50 which
vested on December 5, 1999;

o options to purchase up to 100,000 shares of common stock at an exercise
price of $3.50 which expired due to our failure to achieve certain
financial performance targets;

o options to purchase 50,000 shares at an exercise price of $4.50 which vest
on December 5, 2000 contingent upon Mr. Vizas' continued employment as of
such date); and

o options to purchase up to 100,000 shares of common stock at an exercise
price of $4.50 which vest on December 5, 2000 (contingent upon Mr. Vizas'
continued employment as of such date and the attainment of certain
financial performance targets).

Each option has a term of five years.

Mr. Vizas' employment agreement provides that, if we terminate Mr. Vizas'
employment other than for "cause," Mr. Vizas shall continue to receive, for one
year commencing on the date of such termination, his full base salary, any bonus
that is earned after the termination of employment, and all other benefits and
compensation that Mr. Vizas would have been entitled to under his employment
agreement in the absence of termination of employment (the "Vizas Severance
Amount"). Mr. Vizas may be terminated for cause if he engages in any personal
dishonesty, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses), or
material breach of any provision of his employment agreement.

If there is an early termination of Mr. Vizas' employment following a
"change of control," Mr. Vizas would be entitled to a lump cash payment equal to
the Vizas Severance Amount. Additionally, if during the term of Mr. Vizas'
employment agreement there is a "change in control" of eGlobe and in connection
with or within two years after such change of control we terminate Mr. Vizas'
employment other than "termination for cause," all of the options described
above will vest in full to the extent and at such time that such options would
have vested if Mr. Vizas had remained employed for the remainder of the term of
his employment agreement. A "change of control" means if (1) any person becomes
the beneficial owner of 20% or more of the total number of our voting shares;
(2) any person becomes the beneficial owner of 10% or more, but less than 20%,
of the total number

16
<PAGE>

of our voting shares, if the Board of Directors makes a determination that such
beneficial ownership constitutes or will constitute control of eGlobe; or (3) as
the result of any business combination, the persons who were directors of eGlobe
before such transaction shall cease to constitute at least two-thirds of the
Board of Directors.

On February 1, 1997, we entered into a new three year employment agreement
with Anthony Balinger. Pursuant to his new employment agreement, Mr. Balinger
served as eGlobe's President and Chief Executive Officer until November 10, 1997
when he resigned that position and was appointed Senior Vice President and Vice
Chairman of eGlobe. Mr. Balinger's employment agreement provides for a minimum
salary of $150,000 per annum, reimbursement of certain expenses, a $1,600 per
month housing allowance, and payment for health, dental and disability insurance
and various other benefits.

Mr. Balinger's employment agreement also provides for payment of the
greater of $125,000 or the balance of the annual base salary to which Mr.
Balinger would be entitled at the end of the employment term, relocation to the
country of Mr. Balinger's choice, buy-out of his auto and residential leases and
a 90 day exercise period for his vested options after termination if we
terminate Mr. Balinger without "cause." "Cause" means any criminal conviction
for an offense by Mr. Balinger involving any misappropriation of our funds or
material property or a willful and repeated refusal to follow any careful
directive of our Board of Directors for the performance of material duties which
Mr. Balinger is required to perform under his employment agreement (after cure
period). This employment agreement superseded a prior employment agreement. The
employment agreement with Mr. Balinger terminated in January, 2000.

If, during the term of Mr. Balinger's employment agreement, there is a
"change in control" of eGlobe, then the agreement shall be deemed to have been
terminated by us and we shall be obligated to pay Mr. Balinger a lump sum cash
payment equal to five times the "base amount" of Mr. Balinger's compensation, as
that term is defined by the Internal Revenue Code. A "change of control" occurs
if (i) we sell all or substantially all of our assets, (ii) we merge or
consolidate with or into another corporation such that our shareholders own 50%
or less of the combined corporation following the merger or consolidation, (iii)
a majority of our Board is replaced in a given year without approval of the
directors who constituted the board at the beginning of year, or (iv) any person
becomes the beneficial owner of 15% or more of the total number of our voting
shares.

On February 1, 1998, we entered into an employment agreement with W. P.
Colin Smith pursuant to which Mr. Smith agreed to serve as Vice President of
Legal Affairs and General Counsel of eGlobe through December 31, 2000. Mr.
Smith's employment agreement provides for a minimum salary of $125,000 per
annum, reimbursement of certain expenses, annual and quarterly bonuses based on
financial performance targets to be adopted by the Chairman and Chief Executive
and Mr. Smith, and the grant of options to purchase an aggregate of 100,000
shares of common stock. The options granted to Mr. Smith pursuant to his
employment agreement are comprised of options to purchase 33,333 shares of
common stock at an exercise price of $3.125 which vested on February 1, 1999 but
which expired due to eGlobe's failure to achieve certain financial performance
targets, 33,333 shares of common stock at an exercise price of $3.125 which
vested on February 1, 2000 and 33,334 shares of common stock at an exercise
price of $3.125 which will vest on February 1, 2001 (contingent upon Mr. Smith's
continued employment as of such date and the attainment of certain financial
performance targets). Each of the options have a term of five years. Vesting of
all options will accelerate in the event that the current Chairman and Chief
Executive Officer (Christopher J. Vizas) ceases to be the Chief Executive
Officer of eGlobe and Mr. Smith's employment terminates or reasonable advance
notice of such termination is given.

Mr. Smith's employment agreement provides that, if we terminate Mr. Smith's
employment other than "for cause" or after a material breach of the employment
agreement by eGlobe, Mr. Smith shall continue to receive, for six months (in all
cases thereafter) commencing on the date of such

17
<PAGE>

termination, his full base salary, any annual or quarterly bonus that has been
earned before termination of employment or is earned after the termination of
employment (where Mr. Smith met the applicable performance goals prior to
termination and we meet the applicable corporate performance goals after
termination), and all other benefits and compensation that Mr. Smith would have
been entitled to under his employment agreement in the absence of termination of
employment (the "Smith Severance Amount"). "Termination for cause" means
termination by eGlobe because of Mr. Smith's (1) fraud or material
misappropriation with respect to our business or assets; (2) persistent refusal
or willful failure materially to perform his duties and responsibilities to us
which continues after Mr. Smith receives notice of such refusal or failure; (3)
conduct that constitutes disloyalty to eGlobe and which materially harms us or
conduct that constitutes breach of fiduciary duty involving personal profit; (4)
conviction of a felony or crime, or willful violation of any law, rule, or
regulation, involving moral turpitude; (5) the use of drugs or alcohol which
interferes materially with Mr. Smith's performance of his duties; or (6)
material breach of any provision of his employment agreement.

If, during the term of Mr. Smith's employment agreement, there is a "change
in control" of eGlobe and in connection with or within two years after such
change of control we terminate Mr. Smith's employment other than "termination
for cause" or Mr. Smith terminates with good reason, we shall be obligated,
concurrently with such termination, to pay the Smith Severance Amount in a
single lump sum cash payment to Mr. Smith. A "change of control" occurs if (1)
any person becomes the beneficial owner of 35% or more of the total number of
our voting shares, (2) we sell substantially all of assets, (3) we merge or
combine with another company and immediately following such transaction the
persons and entities who were stockholders of eGlobe before the merger own less
than 50% of the stock of the merged or combined entity, or (4) the current
Chairman and Chief Executive Officer (Christopher J. Vizas) ceases to be the
Chief Executive Officer of eGlobe. Mr. Smith's employment terminated in January
2000.

On February 20, 1998, we entered into an employment agreement with Ronald
A. Fried pursuant to which Mr. Fried agreed to serve as our Vice President of
Business Development through December 31, 2000. Mr. Fried's employment agreement
provides for a minimum salary of $150,000 per annum, reimbursement of certain
expenses, annual bonuses based on financial performance targets to be adopted by
the Chairman and Chief Executive and Mr. Fried, and the grant of options to
purchase an aggregate of 100,000 shares of common stock. The options granted to
Mr. Fried pursuant to his employment agreement are comprised of options to
purchase 33,333 shares of common stock at an exercise price of $3.03 which
vested on August 20, 1998, 33,333 shares of common stock at an exercise price of
$3.03 which vested on August 20, 1999 and 33,334 shares of common stock at an
exercise price of $3.03 which will vest on August 20, 2000 (contingent upon Mr.
Fried's continued employment as of such date and the attainment of certain
financial performance targets). Each of the options has a term of five years.

Mr. Fried's employment agreement provides that, if we terminate Mr. Fried's
employment other than pursuant to a "termination for cause" or after a material
breach of the employment agreement by us, Mr. Fried shall continue to receive,
for one year commencing on the date of such termination, his full base salary,
any annual or quarterly bonus that has been earned before termination of
employment or is earned after the termination of employment (where Mr. Fried
meets the applicable performance goals prior to termination and we meet the
applicable Company performance goals after termination), and all other benefits
and compensation that Mr. Fried would have been entitled to under his employment
agreement in the absence of termination of employment (the "Fried Severance
Amount"). A "termination for cause" is defined as termination by us because of
Mr. Fried's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, persistent refusal or willful failure materially to
perform his duties and responsibilities to us which continues after Mr. Fried
receives notice of such refusal or failure; willful violation of any law, rule,
or regulation (other than traffic violations or similar offenses), or material
breach of any provision of his employment agreement.

18
<PAGE>

If during the term of Mr. Fried's employment agreement there is a "change
in control" of eGlobe and in connection with or within two years after such
change of control we terminate Mr. Fried's employment other than "termination
for cause" or Mr. Fried terminates with good reason, we shall be obligated,
concurrently with such termination, to pay the Fried Severance Amount in a
single lump sum cash payment to Mr. Fried. A "change of control" is deemed to
have taken place under Mr. Fried's employment agreement if any person becomes
the beneficial owner of 35% or more of the total number of our voting shares.

On December 3, 1999, we entered into an employment agreement with Bijan
Moaveni pursuant to which Mr. Moaveni agreed to serve as Chief Operating Officer
of eGlobe through December 31, 2002. Mr. Moaveni's employment agreement provides
for a minimum salary of $180,000 per annum, reimbursement of certain expenses,
and annual bonuses based on performance goals to be adopted by the Chairman and
Chief Executive and Mr. Moaveni. On December 16, 1999 our Board of Directors
granted Mr. Moaveni options to purchase 150,000 shares of common stock at an
exercise price equal to $2.8125 which will vest upon achievement of certain
performance criteria. Mr. Moaveni was also granted options to purchase 75,000
shares of common stock which will vest in three equal annual installments
beginning on December 31, 2001. The vesting of options to purchase an additional
75,000 shares was accelerated and such options were exercised during March 2000.

Mr. Moaveni's employment agreement provides that, if we terminate Mr.
Moaveni's employment other than "for cause" or after a material breach of the
employment agreement by us, Mr. Moaveni shall continue to receive, for one year
commencing on the date of such termination, his full base salary, any annual or
quarterly bonus that has been accrued or earned prior to termination of
employment, and all other benefits and compensation that Mr. Moaveni would have
been entitled to under his employment agreement in the absence of termination of
employment (the "Moaveni Severance Amount"). "Termination for cause" means
termination by us because of Mr. Moaveni's (1) fraud or material
misrepresentation with respect to our business or assets; (2) persistent refusal
or failure to materially perform his duties and responsibilities to us which
continues after Mr. Moaveni receives notice of such refusal or failure; (3)
conduct that constitutes disloyalty to eGlobe and which materially harms eGlobe
or conduct that constitutes breach of fiduciary duty involving personal profit;
(4) conviction of a felony or crime, or willful violation of any law, rule, or
regulation, involving dishonesty or moral turpitude; (5) the use of drugs or
alcohol which interferes materially with Mr. Moaveni's performance of his
duties; or (6) material breach of any provision of his employment agreement.

If, during the term of Mr. Moaveni's employment agreement, there is a
"change in control" of eGlobe and in connection with or within two years after
such change of control we terminate Mr. Moaveni's employment other than
termination for cause, or we reduce Mr. Moaveni's responsibility and authority
or takes steps which amount to a demotion of Mr. Moaveni, we shall be obligated,
concurrently with such termination, to pay the Moaveni Severance Amount in a
single lump sum cash payment to Mr. Moaveni. A "change of control" occurs if (1)
Christopher J. Vizas is terminated by eGlobe or is no longer the Chairman or
Chief Executive Officer; (2) more than half of the members of our Board of
Directors are replaced at one time; or (3) any person becomes the beneficial
owner of 35% or more of the total number of our voting shares.

Under a side letter to Mr. Moaveni's employment agreement, we were
obligated to repurchase at Mr. Moaveni's request the 247,213 shares of common
stock issued to Mr. Moaveni in our acquisition of Coast for $700,000 under
certain conditions. Subsequent to December 31, 1999, Mr. Moaveni waived his
rights to cause us to redeem such shares.

On January 1, 2000, we entered into an employment agreement with David
Skriloff pursuant to which Mr. Skriloff agreed to serve as Chief Financial
Officer of eGlobe through January 1, 2004.

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<PAGE>

Mr. Skriloff's employment agreement provides for a minimum salary of $160,000
per annum, reimbursement of certain expenses, annual bonuses based on
performance goals to be adopted by the Chairman and Chief Executive and Mr.
Skriloff, the purchase of 36,000 shares of our common stock through a four year
loan from us to Mr. Skriloff at an interest rate of 8%, and the grant of options
to purchase an aggregate of 264,000 shares of our common stock. The options
granted to Mr. Skriloff pursuant to his employment agreement are comprised of
options to purchase 144,000 shares of common stock (the "Skriloff Time-Vested
Options") at an exercise price of $4.44 which vest in installments of 36,000
shares each on December 31, 2000, 2001, 2002, and 2003 (contingent upon Mr.
Skriloff's continued employment as of such date) and 120,000 shares of common
stock (the "Skriloff Performance Options") at an exercise price of $4.44 which
will vest in installments of 40,000 shares each on December 31, 2000, 2001, and
2002 (contingent upon Mr. Skriloff's continued employment as of such date and
certain performance goals). The Skriloff Time-Vested Options have a term of five
years from January 1, 2000. The Skriloff Performance Options have a term of nine
years from January 1, 2000.

Mr. Skriloff's employment agreement provides that, if we terminate Mr.
Skriloff's employment other than "for cause" or in the event of any "resignation
for good reason," Mr. Skriloff shall receive his Accrued Rights and shall
continue to receive, for one year commencing on the date of such termination,
his full base salary and all other benefits and compensation that Mr. Skriloff
would have been entitled to under his employment agreement in the absence of
termination of employment (the "Skriloff Severance Amount"). "Termination for
cause" means termination by us because of Mr. Skriloff's (1) fraud or material
misrepresentation with respect to our business or assets; (2) persistent refusal
or failure to materially perform his duties and responsibilities to eGlobe which
continues after Mr. Skriloff receives notice of such refusal or failure; (3)
conduct that constitutes breach of a fiduciary duty involving personal profit;
(4) conviction or plea of nolo contendere of a felony under the laws of the
United States or any state thereof, or any equivalent crime in any foreign
jurisdiction, (5) willful violation of any law, rule, or regulation, involving
dishonesty or moral turpitude that is materially detrimental to us; or (6) the
use of illegal drugs or alcohol which interferes materially with Mr. Skriloff's
performance of his duties. "Resignation for good reason" means a resignation
following (1) material reduction, without Mr. Skriloff's consent, of Mr.
Skriloff's duties, titles, or reporting relationships; (2) any reduction,
without Mr. Skriloff's consent, of Mr. Skriloff's base salary; (3) any
involuntary relocation of Mr. Skriloff's principal place of business; or (4) a
material breach of Mr. Skriloff's employment agreement by us.

If, during the term of Mr. Skriloff's employment agreement, there is a
"change in control" of eGlobe and in connection with or within two years after
such change of control we terminate Mr. Skriloff's employment other than
termination for cause or Mr. Skriloff resigns with good reason, we shall be
obligated, concurrently with such termination, to pay the Skriloff Severance
Amount in a single lump sum cash payment to Mr. Skriloff. A "change of control"
occurs if (1) eGlobe or its shareholders enter into an agreement to dispose of
all or substantially all of our assets or stock (other than any agreement of
merger or reorganization where the shareholders of eGlobe immediately before the
consummation of the transaction will own 50% or more of the fully diluted equity
of the surviving entity immediately after the consummation of the transaction);
(2) during any period of two consecutive years (not including any period prior
to the date of Mr. Skriloff's employment agreement), individuals who at the
beginning of such period constitute the Board of Directors (and any new
directors whose election by the Board of Directors or nomination for election by
our shareholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the period or
whose election or nomination for election was so approved) cease for any reason
(except for death, disability, or voluntary retirement) to constitute a majority
thereof; or (3) during any two consecutive years (not including any period prior
to the date of Mr. Skriloff's employment agreement), individuals who at the
beginning of such period constitute the senior management of eGlobe cease for
any reason (except for death, disability, or voluntary retirement) to constitute
a majority thereof.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Vizas, our Chief Executive Officer, serves as a member of the
Compensation Committee of the Board of Directors. Although Mr. Vizas makes
recommendations to the Compensation Committee of the Board of Directors with
regard to the other executive officers, including Named Executive Officers, he
did not participate in the Compensation Committee's deliberations with respect
to his own compensation.

Mr. Sledge, a member of our Board of Directors and Compensation Committee,
is the Chief Executive Officer of RateXchange Corporation, a telecommunications
company. Mr. Vizas serves on the Board of Directors of RateXchange.

THE 1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN

The Compensation Committee of our Board of Directors administers the 1995
Employee Stock Option and Appreciation Rights Plan (the "Employee Stock Option
Plan") and may grant stock options and stock appreciation rights to our
employees, advisors and consultants.

Incentive stock options granted under the Employee Stock Option Plan are
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code, unless they exceed certain limitations or are specifically
designated otherwise, and, accordingly, may be granted to our employees only.
All other options granted under the Employee Stock Option Plan are nonqualified
stock options, meaning an option not intended to qualify as an incentive stock
option or an incentive stock option which is converted into a nonqualified stock
option under the terms of the Employee Stock Option Plan.

The option exercise price for incentive stock options granted under the
Employee Stock Option Plan may not be less than 100% of the fair market value of
our common stock on the date of grant of the option (or 110% in the case of an
incentive stock option granted to an optionee beneficially owning more than 10%
of our common stock). For nonqualified stock options, the option price shall be
equal to the fair market value of our common stock on the date the option is
granted. The maximum option term is 10 years (or five years in the case of an
incentive stock option granted to an optionee beneficially owning more than 10%
of the outstanding common stock) and the options vest over periods determined by
the Compensation Committee.

The Compensation Committee has decided not to grant any more tandem stock
appreciation rights with stock options. However, the Compensation Committee may
award freestanding stock appreciation rights. The maximum number of shares of
common stock that may be issued upon exercise of stock options and stock
appreciation rights granted under the Employee Stock Option Plan is 7,000,000
shares. The Employee Stock Option Plan will terminate on December 14, 2005,
unless terminated earlier by our Board of Directors.

THE DIRECTORS STOCK OPTION AND APPRECIATION RIGHTS PLAN

The 1995 Directors Stock Option and Appreciation Rights Plan (the "Director
Plan") is administered by our Compensation Committee. Effective June 16, 1999,
the Director Plan was amended to reduce the number of shares of common stock
available for issuance thereunder to 437,000, the number of shares underlying
options then outstanding.

Options granted under the Director Plan expire ten (10) years from the date
of grant, or in the case of incentive stock options granted to Directors who are
employees holding more than 10% of the total combined voting power of all
classes of our stock, five (5) years from the date of grant. However, upon a
change of control of eGlobe as defined in the Director Plan, all options will
become fully exercisable. Unless terminated earlier by the Compensation
Committee, the Director Plan will terminate on December 14, 2005.

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<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee, which includes Messrs. Vizas, Krinsley and
Sledge is responsible for approving all compensation for senior officers and
employees, making recommendations to our Board with respect to the grant of
stock options and eligibility requirements, including grants under and the
requirements of our Employee Stock Option Plan. The Compensation Committee
believes that the actions of each executive officer have the potential to impact
our short-term and long-term profitability and considers the impact of each
executive officer's performance in designing and administering the executive
compensation program.

COMPENSATION OF CHIEF EXECUTIVE OFFICER IN 1999. Mr. Vizas entered into his
current employment agreement with us in 1997. Mr. Vizas' base salary in 1999 was
$207,692. Mr. Vizas did not receive a cash bonus in 1999, however he was granted
options to purchase 1,004,768 shares of common stock in 1999. In connection with
our recent acquisition of Trans Global Communications and as requested by the
pricipals of Trans Global, Mr. Vizas agreed to enter into a long term employment
contract with us. The employment contract with Mr. Vizas has not been executed,
but the Company still intends to enter into a long term employment contract with
Mr. Vizas.

Simultaneously with the approval of the acquisition of Trans Global and in
contemplation of the increase in market capitalization of the Company after such
acquisition, the Board granted Mr. Vizas options to purchase 1,000,000 shares of
common stock. After consummation of the Trans Global acquisition the
Compensation Committee increased Mr. Vizas' base salary for 2000 to $300,000.
According to two salary surveys obtained by the Company regarding the
compensation practices of other companies in the communications or related
industries, based on the new salary for 2000, Mr. Vizas's total cash
compensation is in the mid range of salary levels of similarly sized companies
in similar industries.

NEW HIRES OF EXECUTIVE OFFICERS IN 1999. During 1999, under the direction
of our Co-Chairman and Chief Executive Officer, we hired two new executive
officers, Bijan Moaveni and David Skriloff, as Chief Operating Officer and Chief
Financial Officer, respectively. We negotiated compensation with each officer.
Based on the surveys referred to above, the Compensation Committee believes that
the new executive officers' compensation is at or below the mid range of
salaries for similarly sized companies in similar industries.

In setting compensation, the Compensation Committee adhered to the
following philosophy, objectives and policies:

PHILOSOPHY AND OBJECTIVES. The purpose of our executive compensation
program is to: (a) attract, motivate and retain key executives responsible for
our success as a whole; (b) increase stockholder value; (c) increase our overall
performance; and (d) increase the performance of the individual executive.

EXECUTIVE COMPENSATION POLICIES. The Compensation Committee's executive
compensation policies are designed to provide competitive levels of compensation
that integrate compensation with our short-term and long-term performance goals,
reward above-average corporate performance, recognize individual initiative and
achievements, and assist us in attracting and retaining qualified executives.
The two salary surveys, indicate that the levels of executive officers' overall
compensation is at or below the mid range of salaries of similarly situated
senior executives in the communications or related industries. In determining
the incentive portions of executive compensation levels, particular factors
apart from industry comparables which the Compensation Committee believes are
important are growth in revenues, completion of our financing plans, or other
major transactions or corporate goals, implementation of our strategic plan and,
on a longer term basis, growth in stockholder value measured by stock price.

Our executive compensation structure is comprised of base salary, annual
cash performance bonuses, long-term compensation in the form of stock option
grants, and various benefits, including medical, and other benefits generally
available to all our employees.

BASE SALARY. In establishing appropriate levels of base salary, the
Compensation Committee negotiated with its new executives, considering their
functions, the significant level of commitment required to advance the Company
to a higher level of competitiveness, our size and growth rate and other
factors. The Compensation Committee has obtained the salary surveys of similar
companies in the local area. According to the surveys, executive base salaries
generally were in the mid range salary levels of similarly sized companies in
similar industries.

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<PAGE>

ANNUAL PERFORMANCE BONUSES. During 1999, the Compensation Committee placed
increased reliance on cash bonuses as a significant portion of compensation for
executives. Generally, potential bonuses have ranged up to 50% of a senior
executive's annual base salary and are paid on a quarterly or annual basis. In
1999, certain officers, including two Named Executive Officers, earned a cash
bonus. The actual amount of a bonus grant is determined based upon performance
criteria detailed in written performance goals established based upon
discussions between the senior executive and our human resource and/or senior
management. Performance criteria include the achievement of financial targets
expressed in gross revenues and EBITDA and other criteria based upon our
performance and the individual's achievements during the course of the year.
Please see the "Summary Compensation Table" at page 13 for the cash bonus
amounts for Messrs. Fried and Smith.

SALARY INCREASES AND BONUS AWARDS: The Compensation Committee expects that
future salary increases and bonuses will be based on performance, either by the
Company or individual performance by the executive officer.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS: The Compensation Committee
expects that stock options will continue to play an important role in executive
officer compensation. The Compensation Committee has decided not to grant any
more tandem stock appreciation rights with stock options. The members of the
Compensation Committee believe that stock options not only encourage performance
by our executive officers but they align the interests of our executive officers
with the interests of our stockholders. The number of stock options granted to
each senior executive officer is determined subjectively, both at the time we
hire that executive and subsequently for performance achievement, based on a
number of factors, including the individual's anticipated degree of
responsibility, salary level, performance milestones achieved and stock option
awards by other similarly sized communications or related companies. Stock
option grants by the Compensation Committee generally are under our Employee
Stock Option Plan at the prevailing market value and will have value only if our
stock price increases. Grants made by the Compensation Committee generally vest
in equal annual installments over the five year grant period. Executives must be
employed by the Company at the time of vesting to exercise the options.

Stock option grants made to executive officers in 1999 reflect significant
individual contributions relating to operations and implementation of
development and growth programs. Certain newly hired executive officers also
received stock option grants at the time of the commencement of their
employment. During 1999, we granted stock options covering a total of 3,798,182
shares of our common stock to 172 employees, including options covering an
aggregate of 1,954,251 shares of common stock to ten executive officers. The per
shares option exercise price of such options ranged from $0.01 to $6.8125 for
the ten executive officers and from $0.01 to $7.67 for non-executive officer
employees, which generally equaled the fair market value of a share of common
stock on the respective dates of grant. Most of the option grants were made in
late 1999 in contemplation of the Company's increase in market capitalization
after our acquisition of Trans Global.

As shown in the table entitled "Option/SAR Grants in Last Fiscal Period" on
page 14, in 1999 stock option grants were made to each of the Named Executive
Officers. Option grants to Messrs. Vizas, Balinger, Smith, Fried, Moaveni, and
Skriloff are discussed above under "Employment Agreements, Termination of
Employment and Change in Control Arrangements." Additional options granted on
December 16, 1999 to Mr. Vizas are discussed under "Compensation of Directors".

The Compensation Committee recommended that the Company loan certain of our
senior executive officers, including Messrs. Vizas, Fried and Mandel, an
aggregate of $1,209,736 in connection with their exercise of stock options
granted on December 16, 1999. For more information, see "Certain Relationship
and Related Transactions" on page 26 below.

EMPLOYMENT AGREEMENTS. The Compensation Committee has previously authorized
the agreements with certain Named Executive Officers as described above under
"Employment

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<PAGE>

Agreements, Termination of Employment and Change in Control Arrangements." The
Compensation Committee authorized employment arrangements with Messrs. Moaveni
and Skriloff during 1999.

COMPENSATION COMMITTEE
Christopher J. Vizas
Richard A. Krinsley
Donald Sledge

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<PAGE>

STOCK PERFORMANCE CHART

The following chart graphs the performance of the cumulative total return
on our common stock over a five-year period with the cumulative total return on
the Standard and Poor's 500 Stock Index and the MSCI O/AC Telecommunications
Index over the same periods, assuming the investment of $100 in each on December
31, 1993 and the reinvestment of all dividends. The MSCI O/AC Telecommunications
Index is a full market-capitalization-weighted total return index, comprised of
companies constituting a selected peer group of companies of comparable focus
with us.

COMPARATIVE FIVE-YEAR TOTAL CUMULATIVE RETURNS
eGLOBE, INC., S&P 500 INDEX AND
MSCI O/AC TELECOMMUNICATIONS INDEX

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>
MSCI O/AC
Telecommunications EGLO S&P 500
------------------ ---- -------
<S> <C> <C> <C>
1994 $ 100.00 $ 100.00 $ 100.00
1995 $ 119.72 $ 117.07 $ 134.09
1996 $ 127.43 $ 121.95 $ 211.33
1997 $ 155.82 $ 46.34 $ 211.26
1998 $ 220.09 $ 31.71 $ 267.60
1999 $ 317.66 $ 86.59 $ 319.86
</TABLE>

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 1998, two officers of eGlobe each loaned $50,000 to us for
short term needs. The loans were repaid, including a 1% fee, in February, 1999.

In November 1998, we reached an agreement with Mr. Ronald Jensen, who, at
the time, was our largest stockholder. The agreement concerned settlement of
unreimbursed costs and potential claims. Mr. Jensen had purchased $7.5 million
of our common stock in a private placement in June 1997 and later was elected
Chairman of our Board of Directors. After approximately three months, Mr. Jensen
resigned his position, citing both other business demands and the challenges of
managing our business. During his tenure as Chairman, Mr. Jensen incurred staff
and other costs that were not billed to eGlobe. Also, Mr. Jensen subsequently
communicated with our current management, indicating there were a number of
issues raised during his involvement with eGlobe relating to the provisions of
his share purchase agreement which could result in claims against us.

In December 1998, to resolve all current and potential issues, we exchanged
75 shares of our 8% Series C cumulative convertible preferred stock ("Series C
Preferred Stock"), which management estimated to have a fair market value of
approximately $3.4 million and a face value of $7.5 million, for Mr. Jensen's
then current holding of 1,425,000 shares of common stock. The terms of the
Series C Preferred Stock permitted Mr. Jensen to convert the Series C Preferred
Stock into the number of shares equal to the face value of the preferred stock
divided by 90% of the common stock market price, but with a minimum conversion
price of $4.00 per share and a maximum of $6.00 per share, subject to adjustment
if we issue common stock for less than the conversion price. The difference
between the estimated fair value of the Series C Preferred Stock to be issued
and the market value of the common stock surrendered resulted in a one-time
non-cash charge to our statement of operations of $1.0 million in the quarter
ended September 30, 1998 with a corresponding credit to stockholders' equity.

In connection with subsequent issuances of securities which are convertible
into or exercisable for our common stock, we discussed with Mr. Jensen the
extent to which the conversion price of the Series C Preferred Stock should be
adjusted downward. On February 12, 1999 (1) Mr. Jensen exchanged 75 shares of
Series C Preferred Stock (convertible into 1,875,000 shares of common stock) for
3,000,000 shares of common stock, which exchange would have the same economic
effect as if the Series C Preferred Stock had been converted into common stock
with an effective conversion price of $2.50 per share and (2) Mr. Jensen waived
any rights to the warrants associated with the Series C Preferred Stock. The
market value of the 1,125,000 incremental shares of common stock issued of
approximately $2.2 million was recorded as a preferred stock dividend in the
quarter ended March 31, 1999. Mr. Jensen transferred all his interests in the
3,000,000 shares of common stock he received in exchange for the Series C
Preferred Stock to EXTL Investors LLC, a limited liability company in which Mr.
Jensen and his wife are the sole members.

In February 1999, contemporaneously with the exchange of Mr. Jensen's
Series C Preferred Stock for shares of common stock, we concluded a private
placement of $5 million with EXTL Investors. We sold 50 shares of our 8% Series
E cumulative convertible redeemable preferred stock (the "Series E Preferred
Stock") and warrants (the "Series E Warrants") to purchase (1) 723,000 shares of
common stock with an exercise price of $2.125 per share and (2) 277,000 shares
of common stock with an exercise price of $.01 per share to EXTL Investors. The
shares of Series E Preferred Stock will automatically be converted into shares
of our common stock, on the earliest to occur of (1) the first date as of which
the last reported sales price of our common stock on Nasdaq is $5.00 or more for
any 20 consecutive trading days during any period in which Series E Preferred
Stock is outstanding, (2) the date that 80% or more of the Series E Preferred
Stock we have issued has been converted into common stock, or (3) we complete a
public offering of equity securities at a price of at least $3.00 per share and
with gross proceeds to us of at least $20 million. The initial conversion

26
<PAGE>

price for the Series E Preferred Stock is $2.125, subject to adjustment if we
issue common stock for less than the conversion price. As of February 1, 2000,
because the closing sales price of our common stock was over the required
threshold for the requisite number of trading days, the shares of Series E
Preferred Stock converted into shares of our common stock.

On April 9, 1999, we and our wholly owned subsidiary, eGlobe Financing
Corporation, entered into a loan and note purchase agreement with EXTL Investors
(which, together with its affiliates, is our largest stockholder). eGlobe
Financing initially borrowed $7.0 million from EXTL Investors and we granted
EXTL Investors warrants (1/3 of which are presently exercisable) to purchase
1,500,000 shares of our common stock at an exercise price of $0.01 per share. As
a condition to receiving this $7.0 million unsecured loan, we entered into a
subscription agreement with eGlobe Financing to subscribe for eGlobe Financing
stock for an aggregate subscription price of up to $7.5 million (the amount
necessary to repay the loan and accrued interest). We used the proceeds of this
financing to fund capital expenditures relating to network enhancement of IP
trunks and intelligent platforms for calling card and unified messaging
services, and for working capital and general corporate purposes.

As of June 30, 1999, the loan and note purchase agreement with EXTL
Investors was amended to add two additional borrowers (IDX Financing Corporation
and Telekey Financing Corporation), each of which is an indirect wholly owned
subsidiary of us. Also effective as of that date, EXTL Investors purchased $20
million of 5% secured notes from eGlobe Financing, IDX Financing and Telekey
Financing (collectively, the "Financing Companies"). As required by the loan and
note purchase agreement, eGlobe Financing used proceeds of such financing to
repay the $7 million April 1999 loan from EXTL Investors and approximately $8
million of senior indebtedness to IDT Corporation. We granted EXTL Investors
warrants to purchase 5,000,000 shares of our common stock at an exercise price
of $1.00 per share, and 2/3 of the warrants to purchase 1,500,000 shares granted
in connection with the $7 million loan expired upon issuance of the secured
notes. The 5% secured notes must be repaid in 36 specified monthly installments
commencing on August 1, 1999, with the remaining unpaid principal and accrued
interest being due in a lump sum with the last payment. The entire amount
becomes due earlier if we complete an offering of debt or equity securities from
which we receive net proceeds of at least $100 million (a "Qualified Offering").
The principal and interest of the 5% secured notes may be paid in cash. However,
up to 50% of the original principal amount of the 5% secured notes may be paid
in our common stock at our option if:

o the closing price of our common stock on Nasdaq is $8.00 or more for
any 15 consecutive trading days;

o we close a public offering of equity securities at a price of at least
$5.00 per share and with gross proceeds to us of at least $30 million;
or

o we close a Qualified Offering (at a price of at least $5.00 per share,
in the case of an offering of equity securities).

EXTL Investors also has agreed to make advances to the Financing Companies from
time to time based upon eligible accounts receivables. These advances may not
exceed the lesser of:

o 50% of eligible accounts receivable; or

o the aggregate amount of principal payments made by the Financing
Companies under the 5% secured notes.

As of December 31, 1999, we have borrowed $1.1 million under the accounts
receivable facility. The 5% secured notes and the accounts receivable revolving
note are secured by

27
<PAGE>

substantially all of our and our subsidiaries' equipment and other personal
property and our and IDX's accounts receivables. In order to provide such
security arrangements, we and each of our subsidiaries transferred equipment and
other personal property to the Financing Companies and we have agreed that we
will and will cause our subsidiaries to transfer equipment and other personal
property acquired after the closing date to the Financing Companies. We and our
operating subsidiaries have guaranteed payment of the secured notes.

In November 1999, we prepaid $4 million of the 5% secured notes with the
issuance of shares of Series J Preferred Stock. The shares of Series J Preferred
Stock automatically converted into 2,564,102 shares of common stock on January
31, 2000 because the closing sales price of our common stock was over the
required threshold for the requisite number of trading days.

On October 14, 1999, we acquired iGlobe, Inc., a wholly owned subsidiary of
Highpoint Telecommunications, Inc. iGlobe has created an infrastructure
supplying telecommunications services, including Internet protocol services,
particularly voice over Internet protocol ("VoIP"), throughout Latin America.
iGlobe's network in Latin America complements the network we are building in
Asia and the rest of the world. David Warnes, an eGlobe Director, has been the
President and Chief Executive Officer of Highpoint since April 1998.

We acquired iGlobe for one share of our Series M cumulative convertible
preferred stock (the "Series M Preferred Stock") valued at $9.6 million, direct
acquisition costs of approximately $0.3 million, and Highpoint received a
non-voting beneficial twenty percent (20%) interest of the equity interest
subscribed or held by us in a yet to be completed joint venture business
currently known as IP Solutions, B.V.

The share of Series M Preferred Stock is convertible, at the holder's
option, into shares of common stock beginning on October 15, 2000 at a
conversion price equal to $2.385. The share of Series M Preferred Stock will
automatically be converted into shares of common stock, on the earliest to occur
of: (1) the first date as of which the last reported sales price of common stock
on Nasdaq is $5.00 or more for any 10 consecutive trading days during any period
in which Series M Preferred Stock is outstanding, (2) the date that is seven
years after the date of issuance, or (3) we complete a public offering of equity
securities at a price of at least $4.00 per share and with gross proceeds to us
of at least $20 million, but in no event shall the Series M Preferred Stock
convert prior to the first anniversary of the date of issuance. We may
repurchase the Series M Preferred Stock for $9 million plus any accrued but
unpaid dividends on the Series M Preferred Stock at any time prior to
Highpoint's exercise of its conversion rights. Pursuant to an agreement dated
April 17, 2000, we issued Highpoint 3,773,584 shares of common stock in exchange
for the outstanding share of Series M Preferred Stock.

On December 3, 1999, we acquired Coast International, Inc. Prior to our
acquisition of Coast, its majority stockholder was Ronald Jensen, a member of
EXTL Investors, our largest stockholder. We issued Mr. Jensen 11,270 shares of
our Series O Preferred Stock and 618,033 shares of our common stock. The Series
O Preferred Stock is convertible into 3,220,000 shares of our common stock, at
the holder's option, into shares of our common stock at any time after the later
of (A) one year after the date of issuance and (B) the date we have received
stockholder approval for such conversion and the applicable Hart-Scott-Rodino
waiting period has expired or terminated. Upon conversion of the Series O
Preferred Stock, the former Coast Stockholders will own approximately 22.6% of
our outstanding common stock on a fully diluted basis. On February 1, 2000, the
closing sales price of our common stock was over the required threshold for the
requisite number of trading days. Accordingly, effective March 23, 2000, upon
receipt of shareholder approval of our issuance of more than 20% of our common
stock upon conversion of the Series O Preferred Stock to the former Coast
stockholders, the outstanding Series O Preferred Stock converted into 3,220,000
shares of common stock.

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<PAGE>

Prior to closing, Coast incurred $3.25 million of unsecured debt with an
affiliate of EXTL Investors. With the consent of our existing lender, EXTL
Investors, we and our operating subsidiaries have guaranteed the repayment of
the $3.25 million debt and Coast has secured its repayment obligation with its
operating assets. The debt is evidenced by (1) a promissory note in the original
principal amount of $3 million which bears interest at a variable rate and
matures on July 1, 2000 and (2) a promissory note in the original principal
amount of $250,000 which bears interest at 11% per annum and matures on November
29, 2000.

Our stockholders approved at the most recent annual meeting of stockholders
held on June 16, 1999 a proposal to allow EXTL Investors to own 20% or more of
eGlobe common stock outstanding now or in the future and the possible issuance
of common stock upon the exercise of the warrants issued in connection with the
$20 million debt placement and the possible repayment of up to 50% of the $20
million debt using shares of common stock, where the number of shares issuable
may equal or exceed 20% of common stock outstanding.

As of December 16, 1999, we loaned certain of our senior executive officers
an aggregate of $1,209,736 in connection with their exercise of employee stock
options, including $673,954 to Christopher Vizas, $158,203 to Ronald Fried and
$70,313 to Allen Mandel. The loans are evidenced by full-recourse promissory
notes, which accrue interest at a rate of 6% per annum and mature on the
earliest to occur of (a) for $177,188 of the loans December 16, 2003 and for
$1,032,548 of the loans December 16, 2004, (b) the date that is 90 days after
the date that the senior executive's employment with us terminates, unless such
termination occurs other than "for cause" (as defined below), and (c) promptly
after the date that an executive sells all or a portion of the collateral under
his note, in which case such executive must repay the note in full or that
portion of the note that can be repaid if only a portion of the collateral is
sold. The loans are secured by the shares of common stock received upon exercise
of the options and any cash, securities, dividends or rights received upon any
sale of such shares of common stock.

"Termination for cause" means termination because of (i) the executive's
fraud or material misappropriation with respect to our business of assets; (ii)
the executive's persistent refusal or failure to materially perform his duties
and responsibilities, which continues after the executive receives notice of
such refusal or failure; (iii) conduct that constitutes disloyalty or materially
harms us; (iv) conviction of felony or crime; (v) use of drugs or alcohol which
materially interferes with the executive's performance of his duties; or (vi)
material breach of any provision of the executive's employment agreement.

Arnold Gumowitz, Co-Chairman of our Board of Directors, owns the building
located at 421 Seventh Avenue, New York, New York and leases space in this
building to us for the executive offices and telecommunications switching
equipment of our Trans Global subsidiary. We lease 20,000 square feet at that
location at an annual rate of $568,800, which increases to $600,000 by the end
of the lease term. The lease terminates on March 31, 2003.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING OBLIGATIONS

Section 16(a) of the Exchange Act requires our executive officers and
directors, and persons who own more than ten percent of our common stock, to
file reports of ownership and changes in ownership with the SEC and the exchange
on which our common stock is listed for trading. Those persons are required by
regulations promulgated under the Exchange Act to furnish us with copies of all
reports filed pursuant to Section 16(a). Based solely upon our review of such
copies, we believe all reports required pursuant to Section 16(a) with respect
to our directors, executive officers and ten percent beneficial owners for the
year ended December 31, 1999 were timely filed, with the following exceptions:
Messrs. Howard, Krinsley, Wall and Vizas each failed to file one report on a
timely basis with respect to a single transaction and Mr. Chiang failed to file
two reports on a timely basis with respect to six transactions.

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APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON THE
CONVERSION AND EXERCISE OF THE SERIES P CONVERTIBLE PREFERRED
STOCK, SERIES Q CONVERTIBLE PREFERRED STOCK AND CERTAIN WARRANTS
(PROPOSAL 2)

On January 27, 2000 we closed a $15.0 million equity private placement with
RGC International Investors, LDC, a company organized under the laws of the
Cayman Islands ("Rose Glen"). Pursuant to the terms of a securities purchase
agreement, we issued Rose Glen 15,000 shares of our Series P convertible
preferred stock (the "Series P Preferred Stock") and warrants to purchase
375,000 shares of our common stock with a per share exercise price equal to
$12.04, subject to adjustment for issuances of shares of our common stock below
market price. On March 17, 2000, we closed a $4 million equity private placement
with Rose Glen. Pursuant to the terms of a securities purchase agreement, we
issued Rose Glen 4,000 shares of our Series Q convertible preferred stock (the
"Series Q Preferred Stock") and warrants (the "Series Q Warrants" and together
with the Series P Preferred Stock, the Series P Warrants and the Series Q
Preferred Stock, the "Rose Glen Securities") to purchase 100,000 shares of our
common stock with a per share exercise price equal to $12.04, subject to
adjustment for issuances of shares of our common stock below market price. Under
the terms of the Series Q securities purchase agreement, we may issue up to
6,000 additional shares of Series Q Preferred Stock under the same terms. At
that time we also will issue to Rose Glen warrants to purchase 150,000 shares of
common stock.

The rules of the National Association of Securities Dealers, Inc. ("NASD")
currently require stockholder approval by issuers of securities quoted on the
Nasdaq National Market, on which our common stock is currently quoted, as to the
issuance of shares of common stock (or securities convertible into common stock)
in certain sales or issuances of common stock (or securities convertible into or
exercisable for common stock) in a non-public offering equal to 20% or more of
the voting power outstanding before the issuance for less than the greater of
book or market value of the stock. If the issuances of the Series P Preferred
Stock and the Series P Warrants in January 2000 are integrated with the
issuances of the Series Q Preferred Stock and the Series Q Warrants in March
2000, the issuance of our common stock upon conversion and exercise of such
securities is subject to this NASD rule.

The initial issuance of the Series P Preferred Stock and the Series P
Warrants in January 2000 and the initial issuance of the Series Q Preferred
Stock and the Series Q Warrants in March 2000 did not require stockholder
approval under the NASD rule as the Certificate of Designations of each of the
Series P Preferred Stock and the Series Q Preferred Stock place a cap on the
number of shares that can be issued upon conversion and exercise of the Series P
Preferred Stock and the Series P Warrants and the Series Q Preferred Stock and
the Series Q Warrants, respectively, such that in no event can the holder
convert or exercise the Rose Glen Securities into 20% or more of our issued and
outstanding common stock. We, however, must obtain stockholder approval prior to
issuance of shares of common stock exceeding that limit if we wish to maintain
our Nasdaq listing.

The initial conversion price for each of the Series P Preferred Stock and
the Series Q Preferred Stock was $12.04 (which at the time of the Rose Glen
Securities were issued was above the market price of our common stock). However
on April 27, 2000, the conversion price for each of the

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Series P Preferred Stock and the Series Q Preferred Stock adjusted and became
equal to the lesser of:

o 120% of the five day average closing price of our common stock on Nasdaq
during the 22-day period prior to conversion, and

o $12.04.

Accordingly, the exact number of shares of common stock issuable upon conversion
of the Rose Glen Securities is dependent on the market price of our common stock
at the time of conversion and, therefore, is not currently known or
determinable. However, the number of shares could be substantial and if the
market price of the common stock falls low enough, it could exceed 25%, 30% or
even more of our common stock. Assuming issuance of the remaining 6,000 shares
of Series Q Preferred Stock and related warrants and conversion of all of the
Rose Glen Securities on May 15, 2000, the Rose Glen Securities would be
convertible into approximately 18% of our common stock on January 27, 2000.

We may be required to redeem the Series P Preferred Stock and the Series Q
Preferred Stock under certain circumstances, including if the Series P Preferred
Stock and the Series Q Preferred Stock are no longer convertible into common
stock because it would result in an aggregate issuance of more than 19.99% of
the common stock outstanding on January 27, 2000 and we have not obtained
stockholder approval of a higher limit.

Stockholders are requested in this Proposal 2 to approve the issuance of
the number of shares of common stock upon the conversion and exercise of the
Rose Glen Securities, equal to or greater than 20% of the common stock
outstanding on January 27, 2000. The affirmative vote of a majority of the
shares of common stock present in person or represented by Proxy and entitled to
vote at the Annual Meeting will be required in connection with the foregoing
transactions.

If the stockholders fail to approve this Proposal 2, Rose Glen will be
permitted to hold no more than 19.9% of the common stock outstanding at January
27, 2000. In addition, if the Series P Preferred Stock or the Series Q Preferred
Stock are no longer convertible into common stock, the mandatory redemption
provision of the Certificate of Designations of each of the Series P Preferred
Stock or the Series Q Preferred Stock will be triggered and we will have to
redeem the outstanding securities for cash.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.

Material terms and conditions of the Rose Glen Securities are described
below.

GENERAL DESCRIPTION OF THE SERIES P PREFERRED STOCK.

Voting Rights. The holders of the Series P Preferred Stock do not have
voting rights, unless otherwise provided by Delaware corporation law.

Liquidation Rights. Upon our dissolution, liquidation, or winding-up, the
holders of the Series P Preferred Stock are entitled on a parity basis with any
preferred stock ranking on a parity with the Series P Preferred Stock to a
liquidation preference over the common stock and any preferred stock ranking
junior to the Series P Preferred Stock, but after all preferential amounts due
holders of any class of stock having a preference over the Series P Preferred
Stock are paid in full, equal to the sum of $1000 plus an annual interest rate
of 5% on the $1000 for the period the Series P Preferred Stock is outstanding
plus any default payments specified in the certificate of designations divided
by the number of shares of Series P Preferred Stock then outstanding.

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<PAGE>

Dividends. The Series P Preferred Stock does not bear any dividends. No
dividends may be granted on common stock or any preferred stock ranking junior
to the Series P Preferred Stock while the Series P Preferred Stock remains
outstanding.

Conversion. The Series P Preferred Stock is convertible, at the holder's
option, into shares of common stock. The shares of Series P Preferred Stock will
automatically be converted into shares of common stock on January 26, 2003,
subject to delay for specified events. The conversion price for the Series P
Preferred Stock is equal to the lesser of 120% of the five day average closing
price of our common stock on Nasdaq during the 22-day period prior to
conversion, and $12.04.

We can force a conversion of the Series P Preferred Stock on any trading
day following a period in which the closing bid price of our common stock has
been greater than $24.08 for a period of at least 35 trading days after the
earlier of (1) the first anniversary of the date the common stock issuable upon
conversion of the Series P Preferred Stock and warrants is registered for
resale, and (2) the completion of a firm commitment underwritten public offering
with gross proceeds to us of at least $45 million.

The Series P Preferred Stock is convertible into a maximum of 5,151,871
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of our common stock for the 20 trading days ending on
the later of June 30, 2000 and the 60th calendar day after the common stock
issuable upon conversion of the Series P Preferred Stock and warrants is
registered is less than $9.375, provided that under no circumstances will the
Series P Preferred Stock be convertible into more than 7,157,063 shares of our
common stock. In addition. no holder may convert the Series P Preferred Stock or
exercise the warrants it owns for any shares of common stock that would cause it
to own following such conversion or exercise in excess of 4.9% of the shares of
our common stock then outstanding.

Redemption. We may be required to redeem the Series P Preferred Stock in
the following circumstances:

o if we fail to perform specified obligations under the securities purchase
agreement or related agreements;

o if we or any of our subsidiaries make an assignment for the benefit of
creditors or become involved in bankruptcy, insolvency, reorganization or
liquidation proceedings;

o if we merge out of existence without the surviving company assuming the
obligations relating to the Series P Preferred Stock;

o if our common stock is no longer listed on the Nasdaq National Market, the
Nasdaq SmallCap Market, the NYSE or the AMEX;

o if the Series P Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 5,151,871
shares of common stock, as such number may be adjusted, and we have not
waived such limit or obtained stockholder approval of a higher limit; or

o if the Series P Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 7,157,063
shares of our common stock and we have not obtained stockholder approval of
a higher limit.

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GENERAL DESCRIPTION OF THE SERIES Q PREFERRED STOCK.

Voting Rights. The holders of the Series Q Preferred Stock do not have
voting rights, unless otherwise provided by Delaware corporation law.

Liquidation Rights. Upon our dissolution, liquidation, or winding-up, the
holders of the Series Q Preferred Stock are entitled on a parity basis with any
preferred stock ranking on a parity with the Series Q Preferred Stock to a
liquidation preference over the common stock and any preferred stock ranking
junior to the Series Q Preferred Stock, but after all preferential amounts due
holders of any class of stock having a preference over the Series Q Preferred
Stock are paid in full, equal to the sum of $1000 plus an annual interest rate
of 5% on the $1000 for the period the Series Q Preferred Stock is outstanding
plus any default payments specified in the certificate of designations divided
by the number of shares of Series Q Preferred Stock then outstanding.

Dividends. The Series Q Preferred Stock does not bear any dividends. No
dividends may be granted on common stock or any preferred stock ranking junior
to the Series Q Preferred Stock while the Series Q Preferred Stock remains
outstanding.

Conversion. The Series Q Preferred Stock is convertible, at the holder's
option, into shares of common stock. The shares of Series Q Preferred Stock will
automatically be converted into shares of common stock on March 15, 2003,
subject to delay for specified events. The conversion price for the Series Q
Preferred Stock is equal to the lesser of the five day average closing price of
our common stock on Nasdaq during the 22-day period prior to conversion, and
$12.04.

We can force a conversion of the Series Q Preferred Stock on any trading
day following a period in which the closing bid price of our common stock has
been greater than $24.08 for a period of at least 20 trading days after the
earlier of (1) the first anniversary of the date the common stock issuable upon
conversion of the Series Q Preferred Stock and warrants is registered for
resale, and (2) the completion of a firm commitment underwritten public offering
with gross proceeds to us of at least $45 million.

The Series Q Preferred Stock is convertible into a maximum of 3,434,581
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of our common stock for the 20 trading days ending on
the later of June 30, 2000 and the 60th calendar day after the common stock
issuable upon conversion of the Series Q Preferred Stock and warrants is
registered is less than $9.375, provided that under no circumstances will the
Series Q Preferred Stock be convertible into more than 7,157,063 shares of our
common stock. In addition. no holder may convert the Series Q Preferred Stock or
exercise the Series Q Warrants it owns for any shares of common stock that would
cause it to own following such conversion or exercise in excess of 4.9% of the
shares of our common stock then outstanding.

Redemption. We may be required to redeem the Series Q Preferred Stock in
the following circumstances:

o if we fail to perform specified obligations under the securities purchase
agreement or related agreements;

o if we or any of our subsidiaries make an assignment for the benefit of
creditors or become involved in bankruptcy, insolvency, reorganization or
liquidation proceedings;

o if we merge out of existence without the surviving company assuming the
obligations relating to the Series P Preferred Stock;

o if our common stock is no longer listed on the Nasdaq National Market, the
Nasdaq SmallCap Market, the NYSE or the AMEX;

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<PAGE>

o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 3,434,581
shares of common stock, as such number may be adjusted, and we have not
waived such limit or obtained stockholder approval of a higher limit; or

o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 7,157,063
shares of our common stock (the maximum share amount will increase to
9,365,463 shares of our common stock if we receive written guidance from
Nasdaq that the issuance of the Series Q Preferred Stock and the Series Q
Warrants will not be integrated with the issuances of the Series P
Preferred Stock and the warrants granted in connection with the Series P
Preferred Stock) and we have not obtained stockholder approval of a higher
limit.

GENERAL DESCRIPTION OF THE SERIES P WARRANTS.

In connection with the private placement of the Series P Preferred Stock in
January 2000, we issued warrants to purchase 375,000 shares of our common stock
with a per share exercise price equal to $12.04, subject to adjustment for
issuances of shares of our common stock below market price. The warrants are
exercisable for 5 years beginning January 27, 2000.

GENERAL DESCRIPTION OF THE SERIES Q WARRANTS.

In connection with the private placement of the Series Q Preferred Stock in
March 2000, we issued warrants to purchase 100,000 shares of our common stock
with a per share exercise price equal to $12.04, subject to adjustment for
issuances of shares of our common stock below market price. The warrants are
exercisable for 5 years beginning March 17, 2000. Under the terms of the Series
Q securities purchase agreement, we may issue additional warrants to purchase an
additional 150,000 shares of our common stock according to the same terms.

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<PAGE>

INDEPENDENT ACCOUNTANTS

Our Board of Directors has appointed BDO Seidman, LLP ("BDO Seidman") as
our independent accountants for the fiscal year ending December 31, 2000.
Representatives of BDO Seidman will be present at the Annual Meeting, and will
be available to respond to appropriate questions.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by
reference" information into this Proxy Statement, which means that we can
disclose important information to you by referring you to another document we
have filed separately with the SEC. The information incorporated by reference is
considered to be part of this Proxy Statement. This Proxy Statement incorporates
by reference our Annual Report on Form 10-K, including financial statements and
schedules thereto, as filed with the Securities and Exchange Commission, for the
fiscal year ended December 31, 1999. A copy of our Annual Report is being mailed
to stockholders with this Proxy Statement.

STOCKHOLDER PROPOSALS AND OTHER MATTERS

Any proposals by stockholders of eGlobe to be considered for inclusion in
our proxy statement relating to the 2001 Annual Meeting of Stockholders must be
in writing and received by us, at our principal office, not later than the close
of business on April 24, 2000. Nothing in this paragraph shall be deemed to
require the Company to include in the Proxy Statement and proxy relating to the
2001 Annual Meeting of Stockholders any stockholder proposal that does not meet
all of the requirements for such inclusion in effect at that time.

Management of the Company knows of no other business presented for action
by the stockholders at the Annual Meeting. If, however, any other matters should
properly come before the Annual Meeting, the enclosed proxy authorizes the
persons named therein to vote the shares represented thereby in their
discretion.

BY ORDER OF THE BOARD OF DIRECTORS

GRAEME BROWN, ESQ.
Deputy General Counsel and Secretary

[June 1], 2000

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<PAGE>

REVOCABLE PROXY

eGLOBE, INC.

THIS PROXY IS SOLICITED ON BEHALF OF OUR BOARD OF DIRECTORS

The undersigned stockholder of eGlobe, Inc. (the "Company") hereby appoints
Christopher J. Vizas, David Skriloff, and Anne Haas, or either of them,
attorneys and proxies of the undersigned, with full power of substitution and
with authority in each of them to act in the absence of the other, to vote and
act for the undersigned stockholder at the Annual Meeting of Stockholders to be
held at 9:00 a.m., local time, on Thursday, June 22, 2000, at the Washington
Monarch Hotel, 2401 M Street, N.W., Washington, D.C. 20037 and at any
adjournments or postponements thereof, upon the following matters:

PROPOSAL ONE: Election of three directors to our Board of Directors to serve a
term of three years, or until their successors have been duly
elected and qualified.

|_| FOR all nominees listed at right (except as marked to the
contrary below)

|_| WITHHOLD AUTHORITY to vote for all nominees listed at right.

Nominees: David W. Warnes
Richard Chiang
John W. Hughes

(INSTRUCTION: To withhold authority to vote for an individual
nominee, cross out that nominee's name at right.)

PROPOSAL TWO: Approval of the possible issuance of shares of our common stock
upon the conversion and exercise of shares of our Series P
Convertible Preferred Stock, Series Q Convertible Preferred Stock
and warrants issued in connection with the Series P Convertible
Preferred `Stock and Series Q Preferred Stock, where the number
of shares issuable may equal or exceed 20% of our common stock
outstanding at the time these securities were issued.

|_| FOR |_| AGAINST |_| ABSTAIN

This proxy will be voted as directed by the undersigned stockholder. UNLESS
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS ONE THROUGH
ELEVEN.

If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope.

|_| I PLAN TO ATTEND THE JUNE 22, 2000 ANNUAL STOCKHOLDERS MEETING

Date: __________________, 2000.

----------------------------------------
(Signature of Stockholder or Authorized
Representative)

----------------------------------------
(Print name)

<PAGE>

Please date and sign exactly as name
appears hereon. Each executor,
administrator, trustee, guardian,
attorney-in-fact and other fiduciary
should sign and indicate his or her full
title. In the case of stock ownership in
the name of two or more persons, both
persons should sign.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM
AT THE ANNUAL MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY
IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.