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                                                                   Exhibit 10.16

                             AMENDMENT NUMBER ONE TO
                           THE MASTER SUPPLY AGREEMENT
                                     BETWEEN
                               PF.NET SUPPLY CORP.
                                       AND
                            LUCENT TECHNOLOGIES INC.

This Amendment to the Master Supply, Service and System Agreement
LNM990304DLMPTI (the "Agreement") is made as of the 29th day of March, 2000
("Effective Date") by and between PF.Net Supply Corp., a Delaware corporation
with offices located at 1625 B Street, Washougal Washington 98671 (hereinafter
"Customer") and Lucent Technologies Inc., a Delaware corporation with office
located at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (hereinafter
"Seller").

WHEREAS, Customer and Seller desire to enter into this Amendment to amend
certain provisions of the Agreement.

NOW THEREFORE, In consideration of the promises hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties agree as follows:

1. Amendment to Section 3.6 PURCHASE MONEY SECURITY INTEREST

            The first sentence of Section 3.6 of the Supply Agreement is hereby
amended so as to read, in its entirety, as follows:

            Seller reserves and Customer agrees that Seller shall have, on an
invoice-by-invoice basis, a purchase money security interest in Products and
Licensed Materials heretofore supplied or hereafter supplied to Customer by
Seller under this Agreement that are invoiced for payment under any invoice
delivered pursuant to Section 3.5 of this Agreement as security for the payments
and charges under this Agreement (including, without limitation, shipping and
installation charges) due to Seller as set forth in such invoice, until the
invoiced price for such Products and Licensed Materials as set forth in such
invoice is paid in full, on the following terms:

                  (a) The amount secured by such purchase money security
      interest in the Products and Licensed Materials covered by any particular
      invoice shall consist solely of the unpaid purchase price due Seller as
      set forth in such invoice.
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                  (b) Such purchase money security interest shall automatically
      be released and discharged as to the Products and Licensed Materials
      covered by any particular invoice when the purchase price set forth in
      such invoice is paid in full to Seller. Such release and discharge shall
      be effective upon such payment in full, without any requirement or need
      for any additional action or confirmation by Seller. If any financing
      statement is filed in favor of Seller in respect of any Products or
      Licensed Materials for which the invoiced purchase price has been paid in
      full, Seller will promptly upon request of Customer execute a form UCC
      partial release (in a form reasonably acceptable to Seller submitted by
      Customer) in respect of such financing statement limited to such Products
      and Licensed Materials. In addition, if and as reasonably requested by
      Customer from time to time (but not more often than quarterly), Seller
      will deliver a schedule setting forth in reasonable detail the invoices
      delivered under Section 3.5 that then remain unpaid and the amount that
      remains unpaid thereunder.

            (c) Seller shall not foreclose upon such purchase money security
      interest as to any Products or Licensed Materials unless Seller has given
      Customer at least 15 days' prior written notice stating that such amount
      is past due and that Seller intends to enforce such purchase money
      security interest.

2. Except as specifically modified, amended or supplemented herein, all terms
and conditions of Agreement shall remain in full force and effect. The terms and
conditions contained in this Amendment supersede all prior and contemporaneous
oral and written understandings between the parties and shall constitute the
entire agreement between the parties with respect to the subject matter herein.
This Amendment shall not be modified or amended except by a writing by an
authorized representative of both parities.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives on the date(s) indicated.

PF.NET SUPPLY CORP.                        LUCENT TECHNOLOGIES INC.


By:                                        By: /s/ Angela Bischoff
    --------------------------------           ---------------------------------

Typed Name:                                Typed Name: Angela Bischoff
            ------------------------                   -------------------------

Title:                                     Title: Area Vice President
       -----------------------------              ------------------------------

Date:                                      Date: 3/29/2000
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized representatives on the date(s) indicated.

PF.NET SUPPLY CORP.                        LUCENT TECHNOLOGIES INC.


By: /s/ Stephen Irwin                      By:
    --------------------------------           ---------------------------------

Typed Name: Stephen Irwin                  Typed Name:
            ------------------------                   -------------------------

Title:                                     Title:
       -----------------------------              ------------------------------

Date: March 29, 2000                       Date:
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