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EXHIBIT 10.48


                             PILOT PROGRAM AGREEMENT

         This agreement is entered into between Portland General Electric
Company, an Oregon corporation with offices at One World Trade Center 1300, 121
SW Salmon Street, Portland, Oregon 97204 ("PGE") and Group Long Distance, Inc.,
a Florida corporation with offices at 9500 Toledo Way, Irvine, California
92618-1806 ("GLDI").

                                    RECITALS

         GLDI has developed or licensed a proprietary system, technology,
content, and services which will allow a licensee to operate a GLDI network
accessible via certain web-enabled telephone devices and other Internet
appliances such as personal computers.

         PGE is a utility company that provides electricity and electricity
related products and services to homes and business in and around Portland,
Oregon. PGE desires to implement a pilot program to test the feasibility of
licensing the technology, content, and services from GLDI for purposes of
wide-spread deployment of a GLDI network in the Territory, as defined in Section
5 below. This agreement sets forth the terms and conditions for implementation
of the pilot program.

         NOW, THEREFORE, the parties agree as follows:

1.       TERM. This agreement will commence on the effective date as defined in
         Section 19 below and will continue until the pilot program is
         concluded, but in no event longer than December 31, 2001.

2.       GLDI NETWORK. The package of software, technology, content, and
         services owned or licensed by GLDI, which may be licensed to PGE on a
         long term basis should the pilot program be successful and should PGE
         elect to proceed with a long term license agreement, is described in
         the attached Exhibit B.

3.       PILOT PROGRAM. PGE has ordered from GLDI, pursuant to Purchase Order
         No. 20000540, dated July 28, 2000, 1,500 GLDI Internet Appliances for
         deployment in the pilot program. As part of the pilot program, PGE will
         deploy these appliances to certain of its residential customers in the
         Portland metropolitan area. Target customers will initially be renters
         and the pilot program will be marketed to these customers, in part, by
         agreements with landlords. The pilot program may also be marketed to
         home owners. GLDI will host the network on its servers, and will
         provide certain content and other services for purposes of implementing
         the pilot program. The pilot program, including, levels of service,
         content, vendor arrangements, and other elements of the pilot program
         are described more particularly in the attached Exhibits A, B, and C.
         GLDI grants PGE a license to use the GLDI software, technology and
         content, as described in the attached Exhibit B, during the term of
         this agreement in connection with operation of the pilot program.

4.       Intentionally left blank.

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5.       TERRITORY/PROTECTION OF TERRITORY. The territory to be covered by any
         long term agreement between the parties will be the state of Oregon
         with an option to extend the program to the states of Washington and
         Nevada (the "Territory"). During the term of this agreement or any
         follow-on long-term agreement, GLDI will not itself implement or
         sub-license implementation of, nor will it license any third-party to
         implement, any "HomeAccess" type network or similar network within the
         Territory.

6.       TRADEMARKS. The pilot program network will be branded with PGE
         trademarks designated by it and PGE will provide GLDI with artwork or
         media in appropriate form to communicate over the network. The location
         and appearance of PGE marks will be specified by PGE. The network may
         also include use of the GLDI trademark, in which case the form and
         location of such usage will be mutually agreed to by the parties. Each
         party will comply with the reasonable trademark protection practices
         and policies of the other party, as may be in effect from time to time,
         including without limitation use of the (R) and (TM) symbols, and each
         party will comply with quality standards as may be reasonably imposed
         by the respective trademark owner in order to protect the reputation
         and goodwill associated with the applicable trademarks.

7.       OBLIGATIONS OF PGE

         7.1      PGE will deliver GLDI Internet Appliances to network consumer
                  subscribers participating in the pilot program and will sign
                  such subscribers up to a trial participation in the network.

         7.2      PGE will arrange with local providers of products and services
                  to offer such products and services and will arrange to have
                  advertising or content with respect to such goods and services
                  provided to GLDI, in such form as may be reasonably requested
                  by GLDI, for inclusion in network content. PGE will determine
                  the number, selection, and types of local goods and services
                  to be offered, with the idea of having a sufficient offering
                  to properly test the network concept.

         7.3      PGE will promote the pilot program through such advertising
                  and public relations campaigns as it deems appropriate.

         7.4      PGE will accept and include in the pilot program such national
                  content as may be offered and furnished by GLDI. The parties
                  will consult with respect to appropriate national content to
                  be included and PGE will have the right to approve such
                  content, which approval will not unreasonably be withheld.

         7.5      PGE will provide telephone customer support to subscribers to
                  the pilot program to the extent that subscribers have problems
                  with the GLDI Internet Appliance or use of the network.

         7.6      PGE will make appropriate arrangements for pilot program
                  subscribers to be able to sign up for, check the status of,
                  and pay for PGE's electricity services via the network.

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         7.7      PGE will make appropriate arrangements with a bank or a
                  financial services institution to accommodate automatic funds
                  transfer and credit card payment for goods and services
                  ordered via the network.

8.       GLDI OBLIGATIONS

         8.1      GLDI will host the network on its server and will provide
                  appropriate software, technology, know-how and services to
                  implement the network pilot program as described more
                  particularly in the attached Exhibit B.

         8.2      GLDI will maintain the network in accordance with the service
                  level commitments set forth in the attached Exhibit C.

         8.3      GLDI will be responsible for national content provided over
                  the network.

         8.4      GLDI will confer and consult with PGE with respect to
                  desirable forms of promotion of the pilot program.

         8.5      GLDI will promptly correct errors or defects in the GLDI
                  software, technology, and content without cost to PGE. Changes
                  or new features requested by PGE will be done at PGE's expense
                  on a time and materials basis, except for the development work
                  covered by the purchase order attached as Exhibit G.

         8.6      GLDI will provide periodic reports to PGE of the pilot program
                  transactions over the network, and placement of advertising,
                  and GLDI will allow PGE to audit the proper handling of
                  transactions on the system. These reports will include the
                  minimum information categories set forth in Exhibit E.

         8.7      GLDI will, without cost to PGE, assist PGE in evaluating
                  problems and formulating and implementing appropriate
                  resolutions for subscriber complaints or problems with the
                  GLDI Internet appliances or use of the network. GLDI will
                  warrant the Internet phone appliances with the same warranty
                  as provided by the original equipment manufacturer.

         8.8      GLDI will procure and maintain in effect during the term of
                  this agreement comprehensive general liability insurance and
                  errors and omissions insurance in customary forms and amounts,
                  and will name PGE as an additional insured under such
                  insurance, and certificates evidencing such insurance will be
                  delivered to PGE concurrent with execution of this agreement.

9.       COMPENSATION TO GLDI/DEVELOPMENT WORK/STOCK.

         9.1      COMPENSATION. For the pilot program services provided to PGE
                  by GLDI pursuant to this agreement, PGE will pay to GLDI the
                  sum of $1,050,000 as follows: $300,000 already paid to GLDI;
                  $250,000 to be paid to GLDI upon execution of this agreement;
                  $250,000 to be paid to GLDI on September 15, 2001; and
                  $250,000 to be paid to GLDI on October 15, 2001.

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         9.2      DEVELOPMENT WORK. In return for this compensation, GLDI will,
                  in addition to providing the services called for by this
                  agreement, perform the development work set forth in the
                  Purchase Order No. 20000801, Supplement No. 3, issued by PGE
                  to GLDI dated July 19, 2001, attached to this agreement as
                  Interim Exhibit A (but other than incorporating the
                  description of development work, this Purchase Order
                  Supplement No. 3 will not otherwise be applicable). The
                  results of the development work will be made available to and
                  licensed to PGE as part of the pilot program and as part of
                  any agreement that arises out of the option set forth in
                  Section 20 below, or any other long term agreement entered
                  into between the parties. Ownership of intellectual property
                  rights arising out of the development work will be governed by
                  provisions of Section 5 of the Interim Agreement referred to
                  in Section 20 below. Notwithstanding the payment obligations
                  set forth in Section 9.1 above, PGE may at any time, upon ten
                  days notice to GLDI, terminate further development work as
                  called for by Exhibit G, in which event PGE will not be
                  obligated to make any further payments, as called for by
                  Section 9.1, to GLDI; provided, however, if PGE does not pay
                  the full $1,050,000 called for by Section 9.1, PGE will not
                  have any right to the warrant to purchase stock as provided in
                  Section 9.3 below.

         9.3      WARRANT. On payment to GLDI of the $1,050,000 referred to in
                  Section 9.1 above, GLDI will issue to PGE, and conditioned
                  upon execution and delivery to GLDI of an investment letter
                  and such other documents as may be reasonably necessary to
                  ensure compliance with applicable federal and state securities
                  laws, a warrant to purchase 310,000 shares of common stock of
                  GLDI for $1,050,000 and PGE will have a credit of $1,050,000
                  to apply to such purchase price. The warrant may be exercised,
                  by written notice by PGE to GLDI, anytime within 6 months of
                  the end of the pilot program.

10.      EXPENSES. Except as expressly provided in Exhibits B or C, both parties
         will bear all of their own expenses in connection with the pilot
         program and will not charge the other party for any services rendered,
         including without limitation conferring, consulting, assisting with, or
         otherwise implementing any of the pilot program services. PGE will
         reimburse GLDI for all third party costs directly applicable to the
         operation of the network, including but not limited to, T1 line
         charges, EFT banking fees and monthly charges, and ISP access charges
         (but not including third party software fees such as those referred to
         in Section C-2 of Exhibit C); provided, however, that such third party
         costs must be preapproved in writing by PGE, which approval will not
         unreasonably be withheld. If either party requests the other party to
         provide services beyond those specified in this agreement, such
         services will be made available on a time and materials basis or for an
         agreed upon fee, and will be specified in a written addendum to this
         agreement.

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11.      WARRANTIES/INDEMNITY.

         11.1     GLDI warrants that the software, technology, and services
                  provided or used by it in connection with implementing the
                  pilot program network do not infringe any intellectual
                  property rights of any third party and it will defend,
                  indemnify and hold PGE harmless against any such infringement
                  claims. If an infringement claim is made, or in GLDI' opinion
                  is likely to be made, PGE will permit GLDI to procure for PGE
                  the past and future rights granted to PGE hereunder with
                  respect to the allegedly infringing portion of the GLDI
                  intellectual property, or to replace or modify the allegedly
                  infringing portion to make such portion non-infringing,
                  provided the replacement or modified portion provides
                  substantially the same functionality. If neither of the
                  foregoing is reasonably available, GLDI will, if requested by
                  PGE, terminate this agreement and refund all monies paid by
                  PGE to GLDI hereunder.

         11.2     Both parties warrant that any content contributed by or
                  through them for use in the pilot program does not infringe or
                  misappropriate the intellectual property, privacy, publicity
                  or other similar rights of any third party and is not
                  defamatory, and each party agrees to defend, indemnify and
                  hold the other party harmless from any such claims.

         11.3     Each party warrants that it is authorized to enter into this
                  agreement, that entering into this agreement is not contrary
                  to any agreement previously entered into by it, and that its
                  performance under this agreement will not violate the
                  intellectual property or other rights of any third party.

         11.4     PGE indemnifies and holds GLDI harmless from any claim,
                  liability, cost or expense (including attorney's fees) arising
                  from GLDI's operation on PGE's behalf, the EFT financial
                  servicing network for consumer bill pay and merchant
                  purchasing; provided, however, this obligation excludes claims
                  or liabilities caused by GLDI, and claims or liabilities which
                  are the responsibility of third parties under any agreement
                  entered into between GLDI or its affiliates and such third
                  party (including without limitation, agreements with
                  CyberSource and PaymenTech).

         11.5     Each party will defend, indemnify and hold the other party
                  harmless from any claim, liability, cost or expense (including
                  attorney's fees) arising out of acts or omissions of its
                  agents or employees in connection with this agreement or
                  breach of any of its obligations under this agreement.

         11.6     Neither party's indemnity liability will extend to any claim,
                  loss, liability, or expense to the extent that it results from
                  the negligence, gross negligence, willful misconduct, or bad
                  faith of the indemnitee.

         11.7     Each party's indemnity obligations under this paragraph 11 are
                  conditioned on (i) prompt written notification from the
                  indemnified party to the indemnifying party of the claim for
                  which indemnity is sought; (ii) sole control in the
                  indemnifying party of the defense or settlement of the claim;
                  and (iii) cooperation and assistance from the party seeking
                  indemnification, with the expenses of such cooperation and
                  assistance to be paid by the indemnifying party.

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12.      DISCLAIMER. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT,
         INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY SORT ARISING OUT OF OR
         RELATING TO THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
         AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES OF ANY SORT,
         EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY EXCLUDES ANY IMPLIED
         WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.

13.      CONFIDENTIALITY. The parties acknowledge that in connection with this
         agreement they will have access to certain confidential and proprietary
         information of the other party ("Confidential Information").
         Confidential Information includes information either marked as
         confidential or information known by the receiving party as being
         treated by the disclosing party as confidential. Each party agrees to
         keep Confidential Information confidential and not to use such
         information except as authorized by the this agreement or otherwise
         authorized by the disclosing party, and to accord such information the
         same standards and protections that it uses to protect its own
         confidential business information. Each party will limit dissemination
         of Confidential Information to its employees, contractors, or agents
         who reasonably require access in order to carry out the terms of this
         agreement and who have been informed of and obligated to maintain
         confidentiality. Except for Confidential Information necessary to
         performance of obligations or exercise of rights under this agreement,
         materials or documents containing Confidential Information will be
         returned to the disclosing party promptly following written request
         therefor. Confidential Information will not include information: (i)
         that is now or becomes generally available to the public through no
         fault or breach by the receiving party; (ii) that the receiving party
         can document was already known to it prior to disclosure by the
         disclosing party; (iii) that was independently developed by the
         receiving party without use of any of the other party's Confidential
         Information; and (iv) that the receiving party rightly obtained from a
         third-party who had the right to transfer or disclose it. If the
         receiving party is subpoenaed or ordered by any court or governmental
         agency to disclose Confidential Information, it will provide prompt
         written notice to the other party so as to allow that party to seek a
         protective order to protect the confidentiality of such information.
         The obligations of this paragraph 13 will survive expiration or
         termination of this agreement.

14.      INTELLECTUAL PROPERTY OWNERSHIP. Each party retains ownership of any
         intellectual property owned by it at the time they entered into this
         agreement as well as any intellectual property thereafter created by it
         pursuant to this agreement or otherwise and except as expressly
         provided in this agreement, this agreement creates no license to use
         the other party's intellectual property. PGE will retain ownership of
         all information created or generated by PGE in connection with the
         pilot program, including without limitation, focus group research,
         survey questions and responses, customer lists, test plans and results,
         user guides or other instructional materials, program implementation
         processes, financial plans, program content agreements with
         participants, and evaluation or analysis of the pilot program and such
         information will be kept confidential. GLDI will retain ownership to

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         all information supplied to PGE from prior GLDI deployments including
         business and financial plans, market research, and software
         architecture designs. GLDI will further retain ownership of all
         information created or generated by GLDI in connection with the pilot
         program, including without limitation, software source code, network
         architecture diagrams, screen shots, user documentation, training
         manuals, software and hardware vendor and supplier contacts, and system
         operational logs. Upon expiration or termination of this agreement,
         except if PGE elects to proceed to full rollout of the program, each
         party will return to the originating party, or at the originating
         party's election destroy, any materials containing such information,
         and the non-originating party will not make any further use of such
         information.

15.      ACCESS TO DATA.

         15.1     GLDI USE OF DATA. Upon expiration or termination of this
                  agreement, GLDI will destroy all customer identifiable
                  information including, names, street addresses, phone numbers
                  and all account numbers including those for billers, merchants
                  and financial institutions. GLDI will retain for business
                  model testing and system design analysis, the right to use
                  non-consumer-identifiable information including, gender,
                  date-of-birth, zip-plus-four, rent/own demographics, financial
                  account types (checking, savings, Visa, Mastercard, American
                  Express, Discover), and purchase transaction product
                  information, for a period of 90 days following expiration or
                  termination of this agreement.

         15.2     PROTECTION OF CUSTOMER DATA. GLDI will protect, in accordance
                  with section 13, the confidentiality of personally
                  identifiable customer data, will not disclose such data to
                  third party, will not use such data except in connection with
                  the pilot program, and will otherwise comply with PGE's
                  privacy policy and commitments to the customers of the pilot
                  program, which may be amended from time to time. These
                  commitments will be posted on the GLDI Web site used for the
                  pilot program. GLDI will not disclose to third parties, nor
                  will it use for solicitation purposes, any customer specific
                  or aggregated data arising from the pilot program.

         15.3     INSPECTIONS. All work performed by GLDI under this agreement
                  will be subject to inspection, examination and testing by PGE
                  for its authorized representatives at any reasonable time or
                  times during the term of this agreement. The inspection,
                  examination or testing by PGE shall not relieve GLDI from its
                  responsibility to provide services, software, or content, in
                  accordance with this agreement.

16.      TERMINATION.

         16.1     FOR CAUSE. Either party may terminate this agreement based
                  upon any breach by the other party which is not cured within
                  ten (10) days' written notice thereof.

         16.2     WITHOUT CAUSE. PGE may terminate this agreement at any time,
                  without cause, upon thirty (30) days' written notice to GLDI.

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         16.3     CONSEQUENCES OF TERMINATION. Upon expiration or termination of
                  this agreement: (i) GLDI will pay PGE back the cost of such
                  GLDI Internet appliances as may be returned by PGE to GLDI in
                  good working order, provided that such return must occur
                  within thirty (30) days of the expiration or termination of
                  this agreement, and provided that PGE will pay a restocking
                  fee as set forth in Exhibit D; (ii) GLDI will promptly return
                  all Confidential Information and purge all PGE pilot program
                  customer information and other PGE information from its
                  network and database and will retain no copies of such
                  information; and (iii) PGE will purge or return to GLDI any
                  GLDI software, specifications, documentation, or business
                  plans and will retain no copies of such information, (except
                  to the extent that PGE may be entitled to use the software or
                  documentation pursuant to section 17 of this agreement).
                  Nothing in this agreement will be deemed to prevent PGE,
                  following expiration or termination of this agreement, from
                  creating or operating a network similar to the GLDI network,
                  provided PGE does not make use of any intellectual property of
                  GLDI.

17.      SOURCE CODE ESCROW. GLDI will, at its expense, deposit a complete set
         of the source code and documentation for its software, with an escrow
         agent mutually agreed to by the parties, pursuant to a customary form
         of source code escrow agreement. The escrowed materials will be
         released to PGE upon GLDI' insolvency, discontinuation of business
         (that is not immediately continued by a successor or assign), or filing
         or having filed against it a bankruptcy proceeding or in the event that
         GLDI breaches support or other obligations to PGE under this agreement,
         or any Long Term Agreement, and does not cure such breaches as provided
         in such agreements. Upon receipt by PGE of the source materials, it
         will have the perpetual right to use such materials to modify, correct,
         and otherwise support the software and will have the right to use the
         software in connection with operating the GLDI program, as may be
         modified from time to time by PGE, in the States of Washington, Oregon,
         and Nevada. PGE will in like fashion escrow a complete set of the
         source code and documentation for its software used in connection with
         the MyLocalAccess program, including any software and documentation
         that may be licensed by PGE to GLDI pursuant to Section 7 of the
         Interim Agreement, should the parties execute the Interim Agreement as
         provided in Section 20, below. The escrowed materials will be released
         to GLDI in the event that PGE breaches support or other obligations to
         GLDI under this agreement, the Interim Agreement, or any Long Term
         Agreement (or any separate license agreement as provided in Section 7
         of the Interim Agreement) and does not cure such breaches as provided
         in such agreements. Upon receipt by GLDI of the deposited materials, it
         will have perpetual right to use such materials in connection with
         operating other GLDI HomeAccess deployments.

18.      MISCELLANEOUS.

         18.1     ASSIGNMENT. This agreement shall not be assigned or otherwise
                  transferred by either party without the prior written consent
                  of the other, which consent shall not unreasonably be
                  withheld; provided, however, that either party may assign in
                  connection with a merger or sale of all or substantially all
                  of its assets or to a company controlling, controlled by, or
                  under common control with it.

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         18.2     CONSTRUCTION. This agreement is the result of negotiation
                  between sophisticated parties and no provision hereof shall be
                  construed against a party solely because that party was
                  responsible for drafting the provision.

         18.3     ENTIRE AGREEMENT. This agreement constitutes the entire
                  agreement between the parties with respect to its subject
                  matter. They supersede all prior or contemporaneous
                  agreements, understandings, or representations with respect to
                  the subject matter thereof. This agreement may not be modified
                  or amended except in writing signed by both parties

         18.4     SEVERABILITY. If any term or provision of this agreement shall
                  to any extent be invalid or unenforceable, the remainder of
                  this agreement shall not be affected thereby and each term and
                  provision of the agreement shall be valid and enforced to the
                  fullest extent permitted by law.

         18.5     WAIVER. No waiver of any violation or nonperformance of this
                  Agreement in one instance shall be deemed to be a waiver of
                  any subsequent violation or nonperformance. All waivers must
                  be in writing.

         18.6     NOTICES. All notices under this agreement will be in writing
                  and will be deemed to have been duly given if delivered
                  personally or by a nationally recognized courier service,
                  faxed or mailed by registered or certified mail, return
                  receipt requested, postage prepaid, to the parties at the
                  addresses set forth herein. Either party may change its
                  address or designee for notification purposes by giving notice
                  to the other of the new address or designee and the date upon
                  which such change will become effective.

         18.7     SURVIVAL. The provisions contained in this agreement that by
                  their sense and context are intended to survive the
                  cancellation or termination of this agreement shall survive
                  such cancellation and termination. effective.

         18.8     CHOICE OF LAW. This agreement shall be governed by, and
                  construed, interpreted and enforced in accordance with, the
                  substantive law of the State of Oregon, excluding any conflict
                  of laws principles. Further, the parties stipulate that this
                  agreement is deemed to have been made and entered into by them
                  in the State of Oregon. With respect to any suit, action or
                  proceedings relating to this agreement ("Proceedings"), each
                  party irrevocably submits to the exclusive jurisdiction of the
                  courts of the State of Oregon and the United States District
                  Court located in Multnomah County, Oregon, and irrevocably
                  waives any objection which it may have at any time to the
                  laying of venue of any Proceedings brought in any such court,
                  waive any claim that such Proceedings have been brought in an
                  inconvenient forum and further waives the right to object,
                  with respect to such Proceedings, that such court does not
                  have jurisdiction over such party. Nothing in this agreement
                  precludes either party from enforcing in any jurisdiction any
                  judgment, order or award obtained in any such court.

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         18.9     MEDIATION. Prior to litigation, the parties will make a good
                  faith attempt to negotiate a resolution of any dispute,
                  including meetings of appropriate executives of the two
                  companies. If such efforts do not resolve the dispute, the
                  parties agree to mediate the dispute and will jointly appoint
                  a mutually accepted mediator, not affiliated with either of
                  the parties, seeking assistance in such regard from the
                  American Arbitration Association if they have been unable to
                  agree upon such appointment within ten days from a call for
                  mediation. All fees in connection with the mediation will be
                  shared equally with the parties. Unless otherwise agreed to by
                  the parties, mediation will take place no more than 30 days
                  following selection of the mediator and will be held in
                  Portland, Oregon.

         18.10    RELATIONSHIP OF PARTIES. The relationship of the Parties
                  hereto is that of independent contractor, and this agreement
                  shall not create a partnership, joint venture, employment, or
                  agency relationship between the parties. Neither party hereto
                  shall have any power or authority to bind or obligate the
                  other party in any respect whatsoever.

         18.11    NO THIRD PARTY BENEFICIARIES. Nothing in this agreement shall
                  provide any benefit to any third party or entitle any third
                  party to claim, cause of action, remedy or right of any kind,
                  it being the intent of the parties that this agreement shall
                  not be construed as a third party beneficiary contract.

19.      EFFECTIVE DATE. This agreement will be effective when signed by both
         parties.

20.      OPTION. Attached to this agreement as Exhibit H is an Interim Agreement
         (the "Interim Agreement"), under discussion between the parties. It has
         not been signed and it is not binding on the parties, other than to
         reflect the terms of this option. GLDI grants to PGE an option,
         exercisable at any time within six months following the end of the
         pilot program, to enter into the Interim Agreement (with the exception
         of Section 4.2 of the Interim Agreement "Development Fees," as these
         amounts will already have been paid pursuant to Section 9, above; and
         with the exception of Section 2 of the Interim Agreement "Stock," which
         is replaced by Section 9.3 "Warrant," above). If at any time following
         December 31, 2001 and during the term of the option set forth in this
         Section 20, PGE desires to continue to operate the pilot program, GLDI
         will continue to host the pilot program on its servers (and in
         connection therewith will comply with its obligations under Section 8
         of this agreement) and PGE will pay GLDI its standard hosting services
         charges for such services.

21.      INTELLECTUAL PROPERTY REPRESENTATION. GLDI represents that it owns or
         has the right to license any intellectual property licensed by it to
         PGE under this agreement, that entering into this agreement is not
         inconsistent with any agreement previously entered into by it, and that
         exercise by PGE of rights licensed to it under this agreement will not
         otherwise violate the intellectual property rights of any third party.

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22.      REVENUE SPLIT. Section 4.3 of the Interim Agreement "Revenue Split" as
         well as the referenced Exhibit D from the Interim Agreement is
         incorporated into this agreement; that is, during the pilot program Net
         Revenues, as defined in Exhibit D to the Interim Agreement will be
         split between the parties as set forth in Exhibit D.



GROUP LONG DISTANCE, INC.                      PORTLAND GENERAL ELECTRIC COMPANY

By:  /s/ Glenn S. Koach                        By:  /s/ David Carboneau
     ----------------------------------             ----------------------------
Its:  President                                Its:  Vice President
      ---------------------------------              ---------------------------
Date:  8/29/01                                 Date:  8/29/01
     ----------------------------------             ----------------------------

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