Private Label Agreement

         This Private Label Agreement  ("Agreement") is made and entered into as
of  the  9th  day  of  May,  2000,  by  and  between  Logio.com  ("Logio"),  and
TELCOBID.COM, Inc. (the "Company").

1.       Overview of Agreement.
         ---------------------

         (a) The  Company  provides  a  reverse  auction  for  telecommunication
services, including DSI., T-1, T-3, long distance, local phone service, wireless
data,  and paging,  among others.  The Company  permits users to sign up for the
telecommunications  services through the use of a Web-based site. The activities
of the Company  described  above,  including  any relevant Web site(s)  relating
thereto  (as the same may be  customized  by the  Company  as  provided  in this
Agreement),  are  hereinafter  referred  to  as  the  "Company's  Service."  All
references to the Company's  Service herein shall be deemed to refer only to the
customized  version  of the  Company's  Service  to be  created  with  Logio  in
accordance  with  this  Agreement  (except  for any  specific  reference  to the
Company's existing service).

         (b) Logio desires to feature the Company's  Service on Logio's Web site
located at www.Logio.com,  or such successor other location as may be designated
by Logio from time to time (the "Logio Site"), as specified below.

2. Featuring of the Company's  Service.  Logio will provide one or more featured
hypertext  links to the Company's  Service on the Logio Site, and may promote or
feature  the  Company's  Service  through  other  channels or methods in Logio's
discretion.  The  hypertext  link will be  located on the Logio Site on the home
page above the fold and on any other  agreed-upon  page.  Logio will promote the
Company's  Service to its entire member base via email or other form of mutually
agreed  upon  communication  at least  once a  quarter  throughout  the  initial
12-month  term  of  this   Agreement.   The  Company  is  an  authorized   sales
representative  for  certain  telecommunications  services  provided  by certain
service  providers  ("Providers").  The  services  that are  offered  under  the
Company's Services are listed as follows:

         Service

         a)       Long Distance
         b)       International
         c)       Cellular and accessories
         d)       Paging
         e)       Digital Subscriber Line (DSL)
         f)       T-1 and other broadband
         g)       Local phone service

3. Management of Internet  Sites.  Subject to the terms and conditions set forth
in this  Agreement,  each Party shall be solely  responsible  for  supplying and
managing its Internet  sites at its own expense and neither Party shall have any
obligations  whatsoever with respect thereto.  Each Party shall manage,  review,
delete,  edit,  create,  update and  otherwise  manage all content and  services
available on or through  their  respective  Internet  sites.  The Company  shall
provide  customer  service via email and/or  telephone,  during normal  business
hours, to all customers that sign up for the Company's Service through the Logio
Site.

4.  Site  Specifications.  As  part  of the  linking  of the  Logio  Site to the
Company's  Service,  it is anticipated  that certain  changes may be made to the
Company's Service (or at least in the Web site through which users will register
for the use of the  Company's  Service).  These  changes,  if any,  are to be in
accordance with this site specification provision to this Agreement. The Company
shall be responsible for procuring and maintaining at its expense all equipment,
software,  facilities,  bandwidth,  personnel and services necessary to host and
maintain  the  Company's  Service  and make it  available  on the Web for access
through the Logio Site.

         (a) The parties will cooperate with each other on all technical aspects
regarding  the site  integration.  The parties  will begin the site  integration
process within 30 days from the date of execution of this Agreement. The Company
will promptly develop  specifications  for a customized version of the Company's
Service, which will include features and functionality of the Company's existing
service with the additional of special icons,  images,  text,  banners and other
branding or content  incorporating  the Logio Marks as  described in more detail
below. The goal of customizing will be to provide a seamless  interface  between
Logio  Site  pages and the  customized  version of the  Company's  Service.  The
parties   will  confer  to  discuss  any   changes  or   modifications   to  the
specifications  desired  by Logio and to  establish  performance  criteria  with
respect to the customized  version of the Company's  Service,  including,  among
other criteria,  (i) down time, (ii)  redundancy,  (iii) response time, and (iv)
network  connection.  The customized  pages will state that they are "powered by
TelecoBid.com."

         (b)  Company  will  develop  the  customized  version of the  Company's
Service  in  accordance  with the  specifications,  and  Company  and Logio will
conduct  performance  testing of the customized version of the Company's Service
to ascertain  whether it meets the agreed upon  specifications  and  performance
criteria.  Within five days after Logio is satisfied that the customized version
of the  Company's  Service  to  ascertain  whether  it  meets  the  agreed  upon
specifications  and  performance  criteria.  Within  five  days  after  Logio is
satisfied  that the  customized  version  of the  Company's  Service  meets  the
specifications  and performance  criteria,  the parties shall link the Company's
Service  within  the Logio  Site and go live.  Once the  specifications  for the
customized version of the Company's Service have been mutually agreed upon, they
shall not be changed by Company  without prior approval by Logio.  However,  the
Company  can  change  or update  its  telecommunications  programs  at any time,
including without limitation,  changing the rates. Company reserves the right to
add,  discontinue,  supersede or alter any of the services  offered  through the
Company's  Service as long as the Company  provides at least ten (10) days prior
written notice to Logio.

         (c)  If the  parties  fail  to  reach  agreement  with  respect  to the
specifications and the performance  criteria,  then either party may, by written
notice to the other,  terminate this Agreement  immediately without liability to
the other party.

5. Pricing and Additional Consideration. The pricing and other consideration set
forth below shall govern all payments,  promotion or other economic  obligations
of the  parties to each other  hereunder.  Unless  otherwise  specified  in this
Agreement,  neither  party shall be obligated  to pay any amounts in  connection
with such linking. The fees are as follows:

         (a) Company  acknowledges  that the value of the Company's  Service and
the ability to sell the  Company's  Service will be enhanced by the user traffic
expected to be  generated by the linking of the  Company's  Service to the Logio
Site.  Company  will  remit to Logio on a monthly  basis  (within  30 days after
Company receives its commissions from the Providers),  a commission  computed as
forty percent (40%) of the total amount of commission earned by Company from the
Providers  for any  customer  ("Subscriber")  that  signs  up for the  Company's
Service offered on the Logio Site. If the Providers pay the Company  commissions
on a continual (i.e.  monthly) basis for each Subscriber,  then the Company will
pay  Logio  commissions  on the same  continual  (i.e.  monthly)  basis.  If the
Providers pay the Company a commission on a one-time basis for each  Subscriber,
then the Company will pay Logio a commission on the same one-time basis. Company
will  provide  written  commission  reports to Logio  along with the  commission
payments.

         (b) In addition to  commission  payments,  Company will pay Logio a $15
one-time fee for each Subscriber that signs up for the Company's Service offered
on the Logio Site  ("One-Time Fee Program").  Logio may elect, by giving Company
30 days'  written  notice,  to switch from the  One-Time Fee Program to a coupon
program.  Under the  coupon  program,  Logio  will not  receive  a $15 fee,  but
instead, Company will issue a $25.00 coupon to each Subscriber that signs up for
any of the services offered under the Company's  Service on the Logio Site. Said
coupons  will be good for the  purchase of goods and services on the Logio Site.
Coupons will be valid for 90 days from the date  Subscriber  signs up for any of
the services offered under the Company's  Service and can be redeemed by mailing
the coupon along with Proof of Purchase or a copy of a receipt to Company. Terms
and conditions of the coupons will be printed on the coupon and available on the
customized Web pages.  Additionally,  coupons will be issued to Subscribers that
refer any person or  business  to Logio  that  signs up for any of the  services
offered under the Company's Service. Referral coupons will be issued as follows:
first 10  referrals  that sign up for the  Company's  Service  will earn  $25.00
coupons for each sign up, and $30.00  coupons for all referrals  after the first
10.

         (c)  Company  shall  maintain   records  of  its  sales  activities  in
connection with the  performance of this Agreement.  Logio shall have the right,
at its expense, to conduct a reasonable and necessary inspection of the specific
portions  of the  books  and  records  of  Company  which  are  relevant  to the
calculations of the amounts  payable to Logio pursuant to this Agreement.  If an
audit  determines  that Company has underpaid the  commissions by more than five
percent (5%) for any  particular  quarter  (three month  period),  Company shall
reimburse Logio for reasonable costs of such audit.

         (d) Company will be  responsible  for  processing  every  order.  Order
forms, payment processing,  cancellations, returns, and related customer service
are the responsibility of Company.

         (e) All of the rules,  operating  procedures,  and  policies of Company
regarding  customer  orders and accounts will apply to orders  Company  received
through the Company's  Service.  Company  reserves the right to reject any order
that does not comply with its rules, operating procedures, and policies.

         (f) Every customer who places orders through this arrangement is deemed
to be a customer of Company with respect to such Order.  Logio does not have the
authority  to make or  accept  any  offer for  Company's  services  on behalf of
Company.  All Company  policies  regarding  customer orders,  including  product
availability, pricing, problems and resolutions, will apply to these customers.

         (g) If either  party  cancels  the  Agreement  or chooses  not to renew
pursuant to the termination  provision  below,  Company will continue to provide
Logio with Commissions for Subscribers  acquired through the Company's  Service.
The  Commissions  will  continue  to  be  paid  to  Logio,  notwithstanding  any
termination of the Agreement,  unless  terminated for cause,  for as long as the
Subscribers remain paying customers of Company's Service.

         (h) Logio  shall  not be or be deemed to be a party to any  transaction
between  any  customer  and  Company,  and all  aspects  of  such  transactions,
including,  but not  limited  to  purchase  terms,  payment  terms,  warranties,
guarantees, maintenance and delivery, are solely between customer and Company.

6. Term. The scheduled term of this Agreement will commence on the date that the
site goes live in accordance  with Paragraph 4(b) above,  and unless extended or
sooner terminated as provided in this Agreement, will continue for 12 months.

7.       Customer Information; Exclusivity.
         ---------------------------------

         (a) the customized version of the Web site on which users will register
for and modify their use of the Company's Service,  shall be intended solely for
the use of customers and potential customers who arrive at such site through the
links from the Logio Site or other marketing efforts by Logio.

         (b) During the term of this  Agreement,  Company shall be the exclusive
provider  of  telecommunications  services  offered  by  Logio.  Logio  shall be
entitled  to run  banner  advertising  from other  telecommunications  companies
provided  that such banner  advertising  does not appear on any of Logio's pages
that  contain the  Company's  Service and the  advertising  banners are not from
companies that compete with, or offer similar services to, Company.

8. Nature of  Relationship.  The parties  acknowledge  that the  relationship of
Company to Logio is that of an independent contractor and that nothing contained
in  the  Agreement  shall  be  construed  to  place  Logio  and  Company  in the
relationship  of  principal  and agent,  master and  servant,  partners or joint
ventures.  Neither  party  shall have,  expressly  or by  implication,  or shall
represent  itself as having any  authority  to make  contracts or enter into any
agreements  in the name of the other  party,  or to  obligate  or hand the other
party in any manner whatsoever.

9.  Use  of  Marks.  Each  party  hereby,  grants  the  other  a  non-exclusive,
non-transferable,  royalty  free  license to use and  display  the names,  trade
names,  trademarks,  service  names,  and service  marks of the  granting  party
identified below, together with any other trade names, trademarks, service names
and service marks used by the granting  party in  connection  with the Company's
Service or the Logio Site respectively  (collectively,  the "Marks"),  solely in
conjunction  with the Company's  Service,  the  establishment  of the hyperlinks
provided  for in the  Agreement,  and in  conjunction  with  advertising  of the
Company's  Service . Prior to the first use of any of the other party's Marks in
the manner permitted herein, the party using such Marks shall submit a sample of
such proposed use to the other party for its prior written approval, which shall
not be unreasonably withheld or delayed.  Without limiting the generality of the
foregoing,  each party shall strictly  comply with all standards with respect to
the other  party's Marks which may be furnished by such party from time to time,
and all  uses of the  other  party's  Marks  in  proximity  to the  trade  name,
trademark,  service name or service mark of any other person shall be consistent
with the  standards  furnished  by the other  party  from time to time.  Further
neither party shall create a combination mark consisting of one or more Marks of
each party.  All uses of the other  party's  Marks shall inure to the benefit of
the party owning such Mark. Each party hereby  acknowledges  and agrees that, as
between the parties hereto, the other party is the owner of the Marks identified
below as its Marks.  Either  party may update or change the list of Marks usable
by the other party  hereunder at any time by written  notice to the other party.
The Marks are as follows:

                                   Logio Marks
                                   ------------
                                   Logio
                                   Logio.com

                                  Company Marks
                                  --------------
                                  TELCOBID
                                  TELCOBID.COM
                                  IQBID.COM

10. License.  Each party grants to the other a worldwide license without royalty
other than as  specified  in this  Agreement,  for the  content  as, and for the
purposes, specified in this Agreement and for derivative uses, including but not
limited to advertising and promotions. Each party warrants that its content does
not infringe on any  copyright  of a third  party.  Except to the extent of this
license,  each party shall retain all right,  title and interest,  including any
copyrights in its content licensed hereunder.

11.  Objectionable  Material.  Each  party  reserves  the  right to  refuse  the
placement of  advertisements  or other  materials  within its respective site or
service which it deems  offensive or  inappropriate,  based on a  reasonableness
standard.

12.      Confidentiality.
         ---------------

         (a) All non-public  information  received by one party (the  "receiving
party")  from the other party (the  "disclosing  party") in  connection  with or
relating to its performance under the Agreement  ("Information") will be held in
strict  confidence by the  receiving  party,  and the receiving  party shall not
disclose such  Information,  in whole or in party,  to any person other than its
employees officers, directors, agents, employees and representatives,  including
financial,  technical and legal advisers,  or those of its affiliated  companies
(collectively,   "representatives")   who  need  to  know  such  Information  in
connection with the receiving  party's  performance  hereunder and who have been
informed by the receiving  party of the  confidential  nature of the Information
and who  shall be  required  by the  receiving  party  to  agree  to treat  such
Information confidentially.  Within ten (10) days after written request from the
disclosing  party,  the receiving party will deliver to the disclosing party all
tangible  materials  containing or embodying the  Information  received from the
disclosing  party;  providing that any portion of the Information which has been
incorporated  into  analyses,   compilations,   comparisons,  studies  or  other
documents  prepared by the receiving  party shall be held by the receiving party
and kept confidential as provided above, or shall be destroyed.

         (b) The term  "Information" as used herein does not include any data or
information  which is  already  known to the  receiving  party at the time it is
disclosed  to the  receiving  party,  or  which  before  being  divulged  by the
receiving party (i) has become generally known to the public through no wrongful
act of the receiving party;  (ii) has been rightfully  received by the receiving
party from a third party without  restriction on disclosure and without,  to his
knowledge of the receiving  party, a breach of an obligation of  confidentiality
running directly or indirectly to the other party hereto; (ii) has been approved
for release by a written  authorization by the other party hereto; (iv) has been
disclosed  pursuant to a requirement of a governmental  agency or of law without
similar  restrictions  or other  protections  against public  disclosure,  or is
required to be disclosed by operation of law; (vi) is independently developed by
the receiving  party without use,  directly or  indirectly,  of the  information
received from the other party  hereto;  or (vi) is furnished to a third party by
the disclosing party hereunder  without  restrictions on the third party's right
to disclose the information.

         (c) The  disclosure or receipt of  Information  shall not constitute or
imply any promise or  intention  to make any purchase of products or services by
either  party or any  commitment  by either party with respect to the present or
future marketing of any product or service. None of the Information which may be
disclosed or  exchanged  by the parties  shall  constitute  any  representation,
warranty, assurance, guarantee or inducement by either party to the other of any
kind, and in  particular,  with respect to the accuracy or  completeness  of any
Information.

         (d)  No  license  under  any  patents,  copyrights,  trademarks,  trade
secrets,  mask works,  or other  intellectual  property rights of the disclosing
party is granted by any disclosure of Information  hereunder.  Each party agrees
to reproduce and not to remove or obscure  proprietary  rights  legends (such as
trademark  and service  mark  symbols  and  copyright  notices)  or  disclaimers
included in the Information or the Logio Site, the Company's Service or with any
documents or materials  provided in connection  with the  Agreement  (whether in
electronic form or otherwise).

         (e) For the purpose of complying with the obligations set forth herein,
the party receiving any Information  shall use efforts  commensurate  with those
that  such  party  employs  for  the  protection  of   corresponding   sensitive
information  of its own.  Such  receiving  party  shall  not be  liable  for any
inadvertent   disclosure   of   Information   provided  that  (i)  it  has  used
substantially the same degree of care to avoid disclosing such information as it
uses for its own information of like importance,  and (ii) upon discovery of any
inadvertent  disclosure  it shall use  reasonable  efforts  to  prevent  further
disclosure of such Information.

13.      Representations and Warranties.
         ------------------------------

         (a)      Company represents and warrants to Logio as follows:

                  (i) that it owns all right,  title, and interest in and to, or
has  sufficient  authority to use and distribute or make available in the manner
contemplated by the Agreement:  (A) the Company's  Service,  (B) the advertising
secured by or on behalf of  Company  for the  Company's  Service  (the  "Company
Advertising"),  and  (C) all  text,  other  graphics,  audio  files,  materials,
information  and other  content  developed  by or for Company for the  Company's
Service or for  inclusion in the Logio Site or related  materials in  connection
with the linking of the Company's Service (the "Company Content"), including all
intellectual  property rights incorporated in each of the foregoing,  including,
without  limitation,  all  trademarks,  service  marks,  copyrights,  names  and
licenses; and

                  (ii) that, to the best of its knowledge, none of the Company's
Service, the Company  Advertising,  the Company Content, are the Company's Marks
docs  or  will  infringe  any  trademark,  service  mark,  copyright,  or  other
intellectual  property  right  of a  third  party,  or  constitute  a  libel  or
defamation or false,  deceptive,  or unfair  advertising or disparagement  under
applicable  law, or fail to comply with any applicable law,  including,  without
limitation,  licensing requirements and administrative or professional rules, or
constitute an invasion of the right of privacy or publicity of any person.

         (b)      Logio represents and warrants to Company as follows:

                  (i) that it owns all right,  title, and interest in and to, or
has sufficient authority to use and distribute in the manner contemplated by the
Agreement any advertising or other materials submitted by Logio for inclusion of
the Company's  Service  (collectively,  the "Logio  Materials "),  including all
intellectual  property rights incorporated in each of the foregoing,  including,
without  limitation,  all  trademarks,  service  marks,  copyrights,  names  and
licenses; and

                  (ii) that,  to the best of its  knowledge,  neither  the Logio
Materials nor any of the Logio  Materials  does or will infringe any  trademark,
service mark, copyright,  or other intellectual property right of a third party,
or constitute a libel or defamation or false, deceptive or unfair advertising or
disparagement  under  applicable law, or fail to comply with any applicable law,
including,  without  limitation,  licensing  requirements and  administrative or
professional  rules,  or  constitute  an  invasion  of the right of  privacy  or
publicity of any person.

14.      Disclaimers; Limitation of Liability.
         ------------------------------------

         (a) EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES
ANY,  AND  EACH  PARTY  HEREBY  EXPRESSLY  DISCLAIMS  ANY,   REPRESENTATIONS  OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPANY'S SERVICE, THE Logio SITE,
OR ANY OTHER  SERVICE,  CONTENT,  TOOLS OR RELATED  DOCUMENTS OR  MATERIALS  (IN
ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT  AND  IMPLIED  WARRANTIES  ARISING  FROM A COURSE OF  DEALING OR
COURSE OF PERFORMANCE,  EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT,  COMPANY
EXPRESSLY  DISCLAIMS ANY  REPRESENTATION OR WARRANTY  REGARDING THE PERFORMANCE,
AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF THE COMPANY SERVICE.

         (b)  EXCEPT  FOR  BREACHES  OF THE USE OF  MARKS  PARAGRAPH  9 ABOVE OR
PURSUANT TO THE INDEMNIFICATION  PROVISIONS  CONTAINED HEREIN, IN NO EVENT SHALL
EITHER  PARTY BE LIABLE TO THE OTHER  PARTY,  WHETHER IN  CONTRACT OR IN TORT OR
UNDER ANY OTHER LEGAL THEORY  (INCLUDING  STRICT  LIABILITY),  FOR ANY INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS
OF PROFITS, REVENUE, DATA OR USE, OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY
EITHER PARTY IN CONNECTION WITH THIS  AGREEMENT,  EVEN IF THE OTHER PARTY OR ANY
OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         (c) The parties  acknowledge that, separate and distinct from their own
site or service, advertising, content, materials and Marks, materials posted, or
originated by third-parties will be displayed,  duplicated,  distributed or made
available  through each  party's  service or site (the  "Third-Party  Content").
Neither party makes any warranty whatsoever  regarding the Third-Party  Content,
and  under no  circumstances  will  either  party  be  liable  for,  or will any
indemnification  rights arise out of or in  connection  with,  such  Third-Party
Content.  This disclaimer of warranty specifically relates to whether or not the
Third-Party  Content  does  or  will  infringe  any  trademark,   service  mark,
copyright,  or other intellectual property right of a third party, or constitute
a libel or defamation or false, deceptive or unfair advertising or disparagement
under  applicable  law, or fail to comply with any  applicable  law,  including,
without  limitation,  licensing  requirements and administrative or professional
rules,  or  constitute  an invasion of the right of privacy or  publicity of any
person.

15.  Indemnification.  Each party hereby indemnifies and agrees to hold harmless
the other party and its affiliates  and their  respective  officers,  directors,
employees and agents from and against all claims, cost, liabilities,  judgments,
expenses or damages (including  reasonable attorneys' fees) arising out of or in
connection   with  the  party's   breach  of  any   covenants,   warranties   or
representations   made  herein.  The  other  party  shall  promptly  notify  the
indemnifying party of any third party action, suit,  proceeding or investigation
("Proceeding") for which indemnification is sought, provided that any failure to
so notify the indemnifying  party will not relieve the  indemnifying  party from
any liability or obligation  which it may have to any indemnified  person except
to the extent of any material prejudice to the indemnifying party resulting from
such failure.  If any such Proceeding is brought against an indemnified  person,
the  indemnifying  party will be  entitled  to assume and  control  the  defense
thereof.  Each indemnified person will be obligated to cooperate reasonably with
the indemnifying  party, at the expense of the indemnifying party, in connection
with such defense and the compromise or settlement of any such  Proceeding.  The
foregoing  indemnification  shall not apply to the extent that any action by the
indemnified party gives rise to or otherwise enhances any such claim.

16.      Termination.
         -----------

         (a) Unless sooner terminated by either party or extended for a specific
additional term by mutual written agreement, the Agreement will automatically be
extended  for  successive  one-year  terms until  terminated  by either party as
provided herein.  Either party may terminate the Agreement at any time during or
after the initial term upon at least thirty (30) days' prior  written  notice to
the other party.

         (b) In addition,  either party may terminate  this Agreement for cause,
effective  immediately without liability to the other party, if the other party:
(i)  knowingly  makes  any   misrepresentation  to  a  Subscriber,   prospective
Subscriber,  or to the other  party;  (ii) takes any action or permits  inaction
which is inconsistent  with any rule,  regulation,  statute or law applicable to
the activities contemplated by this Agreement;  (iii) is insolvent,  commences a
bankruptcy proceeding, is placed in receivership or dissolves; (iv) breaches any
of the provisions of this Agreement  relating to  confidentiality  or the use of
the Marks; or (v) breaches any other  provision of this Agreement,  and fails to
correct  the  matter  within ten days  after  receipt of written  notice of such
breach.

         (c) Anything herein to the contrary notwithstanding,  the provisions at
the Agreement  relating to  confidentiality  and any other  provisions  which by
their  nature  should  survive  termination  shall  survive  the  expiration  or
termination of the Agreement for any reason.

17. Assignment. Neither party may assign the Agreement without the prior written
consent of the other; provided,  however, that no consent shall be necessary for
either party to assign the  Agreement to any of its  affiliates or to any entity
acquiring all or substantially all of its stock or assets.

18.  Notices.  All  notices  from either  party to the other shall be  delivered
either personally or by first-class,  pre-paid U.S. mail. Notice to either party
shall be sent to the respective  address as set forth in the  Agreement,  unless
written notice of a change of address has been previously given by either party.
In  addition,  a copy of any  changes in address  for notices and any notices of
termination or any claimed default shall be  contemporaneously  given to counsel
for the other party at the following address:

To Counsel for Logio:                       To Counsel for Company:

_____________________                       Michael H. Delbick, Esq.
_____________________                       Law Offices of Berke & Delbick
_____________________                       15260 Ventura Boulevard, Suite 1700
_____________________                       Sherman Oaks, California  91403

Addressee  for  notices  may be changed at any time by giving  thirty (30) days'
prior written notice as provided above.

19. Publicity.  Neither party shall make any public announcement with respect to
the terms and financial  arrangement  contemplated by this Agreement without the
other party's prior written consent, unless in the opinion of such party's legal
counsel,  such  announcement  is required  by  applicable  law.  Subject to this
provision,  the parties shall  cooperate to issue press  releases  promoting the
parties' respective services in a fashion consistent with other  sponsors/allied
content  or service  providers.  The press  releases  may  include in  formation
relating to the site integration between the parties.  Nothing in this Agreement
shall prevent either of the parties from disclosing,  to the public or any third
party, the existence of a business arrangement between the parties.

20. Waiver. No failure on the part of any party hereto to exercise, and no delay
in exercising  any right,  power or remedy  hereunder  shall operate as a waiver
thereof,  nor shall any single or partial exercise of any right, power or remedy
by any such party preclude any other or further exercise thereof or the exercise
of any other right,  power or remedy.  No express  waiver or assent by any party
hereto to any breach of or default in any term or  condition  of this  Agreement
shall constitute a waiver of or an assent to any succeeding breach of or default
in the same or any other term or condition hereof.

21.      Miscellaneous.
         -------------

         (a) This Agreement  shall be governed by, and interpreted and construed
in accordance  with, the laws of the State of California,  without giving effect
to the conflict of law rules of any such state. Any litigation arising hereunder
shall be filed in either the Federal  District Court in Los Angeles,  California
or the Superior Court of Los Angeles County,  California and the parties consent
to the  jurisdiction of such courts.  The prevailing  party shall be entitled to
its expenses and reasonable attorneys' fees in connection with any litigation.

         (b) This Agreement  contains the entire  agreement  between the parties
relating to the subject  matter  contained  herein,  and  supersedes any and all
other  agreements,  representations  or  warranties of the parties in connection
with  such  subject  matter.  The  Agreement  cannot  be  modified,  changed  or
terminated,  and no changes,  amendments or modification to this Agreement shall
be  binding  unless in  writing  and duly  executed  by the party to be  charged
therewith.  If any term,  covenant,  condition or provision  hereof is unlawful,
invalid, or unenforceable for any reason whatsoever,  and such illegal, invalid,
or  unenforceable  part does not affect the remaining  parts of this  Agreement,
then all such  remaining  parts hereof shall be valid and  enforceable  and have
full  force and  effect as if the  invalid  or  unenforceable  part had not been
included.

         (c) This  Agreement  shall not be construed  more strictly  against one
party than against the other merely by virtue of the fact that it was drafted by
counsel for one or more of the Parties;  it being  acknowledged  and agreed that
the Parties  have each had  meaningful  opportunities  to review,  be advised by
counsel, comment upon and negotiate each and every provision hereof.

         (d) This Agreement and the terms,  covenants,  conditions,  provisions,
obligations, undertakings, rights and benefits hereof shall be binding upon, and
shall  inure to the  benefit of, the  undersigned  parties and their  respective
heirs, executors, administrators, trusts, trustees, beneficiaries, predecessors,
assigns, affiliates,  agents, employees,  shareholders,  officers and directors.
Each of the provisions of this  Agreement is for the sole and exclusive  benefit
of the Parties hereto and any permissible assignees,  and none of the provisions
of this  Agreement  shall be deemed to be for the benefit of any other person or
entity.

         (e) This Agreement may be executed in original signature,  or signature
by facsimile, in any number of counterparts,  each of which shall constitute one
and the same  instrument,  and any Party  hereto may execute  this  Agreement by
signing any such counterpart.

         IN WITNESS  WHEREOF,  Logio and the Company  have  caused this  private
Label   Agreement  to  be  executed  and  delivered  by  their  duly  authorized
representative, effective as of the date first written above.

Logio.com                                 TelcoBid.com


By:  /s/ Kenneth W. Bell                  By:  /s/ Gerald Newman

Name:  Kenneth W. Bell                    Name:  Gerald Newman

Title:  Sr. VP & CEO                      Title:  President

Address for Notices:

405 E. 12450 South                        204 Santa Monica Blvd.
Suite B                                   Suite A
Draper, UT  84020                         Santa Monica, CA  90401\
801-816-9940                              Phone No.:  (301) 395-7606
                                          Fax No.:  (310) 395-1730