EXHIBIT 10.29


DAVID GOULD (SBN 37947)
McDERMOTT, WILL & EMERY
2049 Century Park East, 34th Floor
Los Angeles, CA90067-3208
Telephone: 310-277-4110
Facsimile: 310-277-4730

Attorneys for Debtor
and Debtor in Possession


                         UNITED STATES BANKRUPTCY COURT
                         CENTRAL DISTRICT OF CALIFORNIA


In re                           |    CASE No. LA 00-44653-KM
                                |    Chapter 11
QUENTRA NETWORKS INC.,          |
                                |    ORDER GRANTING DEBTOR'S MOTION FOR
           Debtor.              |    AUTHORIZATION TO ENTER INTO STOCK
                                |    PURCHASE AGREEMENT, SUBJECT TO OVEBID,
                                |    ESTABLISHING SALE PROCEDURES AND SETTING
                                |    DATES AND DEADLINES
                                |
                                |    Date:  February 16, 2001
                                |    Time:   1:00 p.m.
                                |    Place:  Courtroom "1468"
                                |            255 East Temple Street
                                |            Los Angeles, California
- - - - - - - - - - - - - - - -


         On February 16, 2001, at 1:00 p.m. the Court conducted a continued
    hearing on the motion of Quentra Networks, Inc., ("Debtor") entitled "Motion
    for Order Approving the Sale of All of the Issued and Outstanding Securities
    of HomeAccess MicroWeb, Inc. Free and Clear of All Liens, Claims and
    Encumbrances, (2) Setting Auction Procedures, (3) Approving a Break-Up Fee,
    and (4) Approving Exclusivity" ("Motion"). Appearances were made as noted on
    the record.

         The Court, having considered the moving, opposing and supplemental
    papers, finding notice properly given and finding good cause therefore,
    hereby ORDERS as follows:


<PAGE>


         1.       The Court grants the Debtor's Motion insofar as it requests
                  sale procedures (including topping and break-up fees as set
                  forth herein) be established and, on the representation that
                  all parties will immediately execute the Stock Purchase
                  Agreement ("SPA") filed with the Court on February 16, 2001,
                  sets the dates and deadlines contained herein. The SPA is
                  modified to delete paragraphs II.E.1 (Exclusivity), II.H.2
                  (Topping collection) and II.J (Indemnity).

         2.       Paragraph II.H.1, providing GLDI's topping and break-up fees
                  is modified as follows: (1) in the event that the SPA fails to
                  close because GLDI determines to withdraw from the sale, then
                  GLDI receives no fee; (2) in the event that the SPA fails to
                  close because of an overbid, then GLDI's approved topping and
                  breakup fee as set forth in paragraph II.H.1 is changed to
                  read 125% of GLDI's reasonable, out of pocket transaction
                  costs, as may be allowed by the Court at the hearing on March
                  6, 2001. GLDI shall file and serve on counsel to the Debtor,
                  Creditors Committee and Omega Advisors so as to be received
                  not later than 4:00 p.m. on March 2, 2001 a statement of all
                  such costs, together with all declarations and documents in
                  support thereof in sufficient detail so as to allow Court
                  review thereof (such statement shall also be supplied to any
                  bidder by fax); or (3) in the event that the SPA fails to
                  close because of the Committee's and Omega's reserved
                  objections to the GLDI's sale on grounds other than GLDI's
                  proposed consideration to be paid to the Debtor pursuant to
                  the SPA (such grounds being waived as an objection to the GLDI
                  sale), then GLDI's topping and break-up fee shall be those
                  reasonable, out of pocket transaction costs incurred between
                  February 16, 2001 and March 6, 2001 as determined by the
                  Court; GLDI may seek and the Court may allow in its
                  discretion, those reasonable, out of pocket transaction costs
                  incurred prior to February 16, 2001.

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<PAGE>


         3.       The Court shall conduct a hearing to approve the sale and
                  consider overbids on March 6, 2001 at 11:00 a.m.

         4.       Any objection to the sale shall be filed with the Court and
                  served (so as to be received) by February 27, 2001 at 4:00
                  p.m.

         5.       Any party desiring to submit an overbid must qualify to do so
                  by filing and serving (so as to be received) a written bid not
                  later than March 2, 2001 at 4:00 p.m.

         6.       Any party submitting an overbid must deliver to Debtor's
                  counsel, prior to commencement of the sale hearing, a deposit
                  in the form of a cashier's check in the amount of $100,000 to
                  be held by debtor's counsel pending the results of the sale
                  hearing. GLDI shall also deliver a deposit of $100,000 to
                  Debtor's counsel prior to commencement of the sale hearing.
                  All deposits shall be returned to each unsuccessful bidder
                  and/or GLDI.

         7.       The Debtor shall serve notice of the sale hearing, the above
                  procedures and deadlines to all creditors by first class mail
                  not later than February 17, 2001 and all equity holders by
                  first class mail not later than February 20, 2001. A copy of
                  the Debtor's notice is attached hereto.

         IT IS SO ORDERED.

      DATED:February 20, 2001                    /s/ Kathleen P. March
                                                 ---------------------
                                                 KATHLEEN P. MARCH
                                                 UNITED STATES BANKRUPTCY JUDGE

     Submitted by:
     McDermott, Will & Emery



     By: /s/ Mitchell Rishe
         -----------------------
     David Gould
     Roger Landau
     Mitchell Rishe
     Attorneys for Debtor

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<PAGE>


The foregoing order approving sale
procedures etc. is approved as
to form and content:

Wolf, Rifkin & Shapiro, LLP



By:/s/ Simon Aron
   --------------
Simon Aron
Proposed Attorneys for the
Creditors' Committee

Loeb & Loeb LLP



By:/s/ Lance N. Jurich
   -------------------
Lance N. Jurich, Attorneys
For Omega Advisors, Inc.

Lewis R. Landau
Attorney at Law



By:/s/ Lewis R. Landau
   -------------------
Lewis R. Landau
Attorneys for Group Long
Distance, Inc.


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