Group Long Distance, Inc.
                           400 East Atlantic Boulevard
                          Pompano Beach, Florida 33060
                                 (954) 788-7871

                                January 24, 2001

The Board of Directors
Quentra Networks, Inc.
1640 South Sepulveda Blvd.
Suite 222
Los Angeles, California 90025

Gentlemen:

     Group Long Distance, Inc., a Florida corporation ("GLDI"), proposes its
intention in principle to acquire from Quentra Networks, Inc., a Delaware
corporation ("Quentra"), on the terms and subject to the conditions set forth in
this letter (the "Letter"), all of the issued and outstanding securities of
HomeAccess Microweb, Inc., a California corporation ("HomeAccess").

                              I. Sale and Purchase

A.   Purchase of Securities of HomeAccess

     GLDI would purchase from Quentra all of the issued and outstanding
securities of HomeAccess for a purchase price of $4,100,000. The purchase price
would be payable at closing as follows:

     1. by the delivery to Quentra of cash or other immediately available funds
in the amount of $100,000; and

     2. by the delivery to Quentra of 200,000 shares of Series A Preferred Stock
of GLDI having the characteristics described below.

B.   Loan

     GLDI would agree to advance to HomeAccess, for working capital purposes,
not more than $250,000 on or prior to February 15, 2001 and not more than an
additional $250,000 on or prior to March 15, 2001 (the "Loan"). The Loan would
be evidenced by a promissory note bearing simple interest at the rate of 6% per
annum and having such other terms as GLDI may determine. The co-makers of the
promissory note would be Quentra and HomeAccess. The promissory note would be
immediately due and payable on the first to occur of (a) the closing of the sale


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of all of the issued and outstanding securities of HomeAccess contemplated by
this Letter or (b) April 16, 2001. Upon the closing of the sale of all of the
issued and outstanding securities of HomeAccess contemplated by this Letter, the
liability of Quentra with respect to the Loan would terminate.

     The Loan and the promissory note, as well as the obligations of Quentra and
HomeAccess, pursuant to this Letter, would be secured by the pledge from Quentra
to GLDI of all of the issued and outstanding securities of HomeAccess and by the
grant from HomeAccess to GLDI of a lien on all of the assets of HomeAccess.

     Funding of the Loan by GLDI would be subject to: (a) GLDI's satisfactory
completion of all investigations and due diligence undertaken by it, (b) the
preparation, execution and delivery of a promissory note, pledge agreement,
security agreement and such other agreements, documents and instruments as may
be necessary, convenient or desirable in order to implement the Loan, all in
form and in substance satisfactory to GLDI, and (c) the approval by the United
States Bankruptcy Court for the Central District of California (the "Bankruptcy
Court") of this Letter and all of the transactions contemplated hereby.

C.   Series A Preferred Stock

     The Series A Preferred Stock of GLDI (the "Series A Preferred Stock") would
have the following the characteristics:

     1. The Series A Preferred Stock would have no par value.

     2. The Series A Preferred Stock would have a liquidation preference of
$20.00 per share.

     3. The Series A Preferred Stock would not have any dividend preference and
no dividends would be payable on the Series A Preferred Stock.

     4. The Series A Preferred Stock would not have any voting rights, except as
otherwise provided by law.

     5. Commencing one year from and after closing, each share of Series A
Preferred Stock would be convertible into ten shares of common stock of GLDI.

D.   Registration Rights Agreement

     Simultaneously with the closing of the sale and purchase of all of the
issued and outstanding securities of HomeAccess, a Registration Rights Agreement
would be executed and delivered by the parties. Pursuant to such Registration


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<PAGE>
Rights Agreement, Quentra would be entitled to exercise demand registration
rights at any time commencing one year from and after the closing with respect
to shares of common stock of GLDI acquired by it upon the conversion of shares
of Series A Preferred Stock.

E.   Purchase of Securities of HAT

     GLDI would purchase from Barbara Conrad and DQE Enterprises, Inc., a
Pennsylvania corporation ("DQE"), all of the issued and outstanding securities
of HA Technology, Inc., a Delaware corporation ("HAT"). Such transaction would
be evidenced by a separate letter to be negotiated and prepared by the
appropriate parties.

     Quentra, Barbara Conrad and Jerry Conrad (collectively, the "Conrads"), and
DQE have previously entered into that certain Option Agreement dated October 19,
2000 (the "Option Agreement"), pursuant to which Quentra obtained the option to
purchase securities or all of the assets, as the case may be, of HAT. The Option
Agreement would be canceled upon the closing of the transactions contemplated by
this Letter.

F.   Conditions to Proposed Transactions

     The closing of the transactions contemplated by the section of this Letter
entitled "I. Sale and Purchase" (other than the subsection entitled "B. Loan")
is expressly subject to the satisfaction of the following conditions:

     1. All investigations of HomeAccess and HAT and their respective
businesses, operations and affairs undertaken by or on behalf of GLDI shall have
been completed to the satisfaction of GLDI, and GLDI shall have received such
favorable legal, financial, business and audit reports with respect to
HomeAccess and HAT and their respective businesses and affairs as GLDI may
require.

     2. Written budgets and business and marketing plans with respect to the
operations of HomeAccess shall have been prepared by the respective managements
of HomeAccess and GLDI, and approved by the Board of Directors of GLDI.

     3. Quentra, HomeAccess, HAT, and the Conrads shall have complied fully and
promptly with their respective covenants and agreements set forth in the section
of this Letter entitled "II. Certain Covenants of the Parties," below.

     4. A definitive written purchase agreement and such other agreements as may
be necessary, convenient or desirable in order to implement the transactions
contemplated by this Letter (including without limitation the purchase of all of
the issued and outstanding securities of HomeAccess and HAT), in form and in
substance acceptable to the appropriate parties, shall have been executed and
delivered by the respective parties (collectively, the "Purchase Agreements").

     5. The transactions contemplated by the Purchase Agreements shall have been
approved by the Board of Directors of GLDI.

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<PAGE>
     6. The transactions contemplated by the Purchase Agreements shall have been
approved by all regulatory authorities required to approve such transactions,
and all statutory and regulatory waiting periods shall have lapsed.

     7. No material adverse change shall have occurred in HomeAccess or HAT or
their respective businesses, operations, affairs, revenues, expenses, assets,
properties or liabilities.

     8. GLDI shall have received the opinion of its financial advisor, in form
and in substance satisfactory to the Board of Directors of GLDI, that the
transactions contemplated hereby are fair from a financial point of view to the
shareholders of GLDI.

     9. No brokers', finders' or other similar commissions or payments shall
have become payable in connection with the transactions contemplated by this
Letter, other than the sole commission agreed to by Quentra and GLDI prior to
the date of this Letter.

     10. This Letter and all of the transactions contemplated hereby shall have
been approved by the Bankruptcy Court.

     11. The Purchase Agreements and all of the transactions contemplated
thereby required to be approved by the Bankruptcy Court shall have been
approved.


                      II. Certain Covenants of the Parties

A.   Investigation

     GLDI and Quentra shall have a period of time, commencing on the date of
this Letter and terminating at the close of business on April 16, 2001 in which
to make such investigations of Quentra, HomeAccess and HAT or GLDI, as the case
may be, and their respective assets, liabilities, revenues, expenses,
businesses, operations and affairs, as GLDI or Quentra, as the case may be, may
determine, at each party's sole expense (except as otherwise provided in this
Letter). Each of Quentra, HomeAccess, HAT, the Conrads and GLDI understands and
acknowledges that, in connection with such investigation, GLDI and Quentra will
expend significant sums of money and management time and energy.

     Quentra, HomeAccess, HAT and the Conrads and GLDI, as applicable, shall:

     1. provide to the other party and its representatives, during normal
business hours or otherwise if so requested, full access to all of the
properties, assets, personnel, agreements, commitments, projections, budgets,
plans, reports, files, books and records of Quentra, HomeAccess and HAT or GLDI,
as the case may be, in whatever form;

     2. furnish to GLDI or Quentra, as the case may be, and its representatives
all data and information concerning the business, operations, assets,


                                       4
<PAGE>
properties, liabilities, revenues, expenses and affairs of Quentra, HomeAccess
and HAT or GLDI, as the case may be, as GLDI or Quentra, as the case may be, and
its representatives may reasonably request;

     3. use their best efforts to cause the past and present auditors and
accounting personnel of Quentra, HomeAccess and HAT or GLDI, as the case may be,
to make available to GLDI or Quentra, as the case may be, and its
representatives all financial information relating to Quentra, HomeAccess and
HAT or GLDI, as the case may be, as is reasonably requested, including the right
to examine all working papers pertaining to audits and reviews previously or
hereafter made by such auditors;

     4. use their best efforts to cause the various attorneys for Quentra,
HomeAccess and HAT or GLDI, as the case may be, to make available to GLDI or
Quentra, as the case may be, and its representatives all information relating to
Quentra, HomeAccess and HAT or GLDI, as the case may be, the litigation to which
any of them may be a party and any contingent liabilities to which any of them
may be subject; and

     5. provide such cooperation as GLDI or Quentra, as the case may be, and its
representatives may reasonably request in connection with any audit, review or
investigation of Quentra, HomeAccess and HAT or GLDI, as the case may be, which
GLDI or Quentra, as the case may be, may direct its representatives to make.

B.   Commercially Reasonable Efforts to Prepare Purchase Agreements

     The respective parties shall utilize commercially reasonable efforts to
attempt to negotiate and prepare the Purchase Agreements implementing the
transactions contemplated by the section of this Letter entitled "I. Sale and
Purchase." Except as otherwise provided in this Letter, each of the respective
parties shall bear its own expenses in connection with the negotiation,
preparation and consummation of the Purchase Agreements.

     The Purchase Agreements will contain customary representations, warranties,
covenants, agreements and conditions of the appropriate parties. Such agreements
will contain without limitation representations and warranties as to the audited
and unaudited financial statements of HomeAccess, HAT and GLDI, the
non-existence of any fixed or contingent liabilities of HomeAccess, HAT and
GLDI, except as disclosed in their respective financial statements, and the
accuracy and completeness of their respective books and records.

     Each of the parties shall utilize commercially reasonable efforts to
negotiate, prepare, and deliver the Purchase Agreements, and to close the
transactions contemplated thereby, not later than April 16, 2001.

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<PAGE>
C.   Termination of Letter

     This Letter, except for subsections F, G, H, I, J and K of the section
entitled "II. Certain Covenants of the Parties", will terminate upon the
earliest to occur of (i) the execution and delivery of the Purchase Agreements
and the closing of the transactions contemplated by this Letter, (ii) the
failure of the parties to execute and deliver the Purchase Agreements on or
before April 16, 2001 or such other date as the parties may agree in writing,
(the "Termination Date"), or (iii) the written agreement of the parties to
terminate this Letter. GLDI and Quentra each agree that this Letter does not
constitute or give rise to any legally binding commitment, other than the
provisions set forth in the section of this Letter entitled "II. Certain
Covenants of the Parties."

D.   Preservation of Business Organization

     From and after the date of this Letter and through the Termination Date,
Quentra, HomeAccess, HAT and the Conrads and GLDI, as applicable, shall use
their best efforts to: (a) preserve and keep intact the business organization of
HomeAccess, HAT and GLDI, as applicable, (b) keep available to HomeAccess, HAT
and GLDI, as applicable, the services of its present officers and employees, and
(c) preserve the good will of the customers, suppliers, creditors and others
having business relations with HomeAccess, HAT and GLDI, as applicable.

E.   Exclusivity

     In consideration of the significant sums of money and management time and
energy to be expended by each of Quentra and GLDI in connection with the
investigation of the other party or parties and their respective businesses,
operations and affairs as described above, and GLDI's obligations set forth
under the subsection entitled "F. Confidentiality" below, from and after the
date of this Letter and through the Termination Date, without the prior written
consent of the other parties:

     1. except as otherwise contemplated by this Letter and as required by
Quentra's obligations as a debtor-in-possession under Chapter 11 of the
Bankruptcy Code, each of Quentra, HomeAccess, HAT and the Conrads shall refrain
from taking any action, directly or indirectly, to encourage, initiate or engage
in any discussions or negotiations with, or provide any information to, any
person or entity, other than GLDI and its representatives, concerning (a) any
issuance, sale, exchange or purchase of securities of HomeAccess or HAT, (b) any
merger, consolidation, sale, lease or exchange of all or substantially all of
the assets, or reorganization or recapitalization, involving HomeAccess or HAT,
or (c) any other transaction not in the ordinary and usual course of business of
HomeAccess or HAT.

     2. except as otherwise contemplated by this Letter, HomeAccess shall not,
and Quentra shall not permit HomeAccess to, directly or indirectly, (a) enter
into any agreement to issue, sell, exchange or purchase any securities of
HomeAccess or warrants, options, calls, convertible securities or other rights


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<PAGE>
to purchase securities of HomeAccess or issue, sell, exchange or purchase any
securities of HomeAccess or warrants, options, calls, convertible securities or
other rights to purchase securities of HomeAccess, (b) enter into any agreement
to merge or consolidate with any person or entity or merge or consolidate with
any person or entity, (c) enter into any agreement to sell, lease or exchange
all or substantially all of its assets or sell, lease or exchange all or
substantially all of its assets, (d) enter into any agreement to reorganize or
recapitalize or reorganize or recapitalize, or (e) enter into any agreement to
engage in any transaction not in the ordinary and usual course of business or
engage in any transaction not in the ordinary and usual course of business.

     3. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, enter into any agreement to pledge, grant a security
interest in, hypothecate or otherwise encumber all or substantially all of its
assets and properties or pledge, grant a security interest in, hypothecate or
otherwise encumber all or substantially all of its assets and properties, except
to the extent that any of such assets and properties are subject to a bona fide
pledge, security interest, mortgage, lien or encumbrance to a third party on the
date of this Letter and except to GLDI as contemplated by this Letter.

     4. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, amend, modify or terminate any provision of the
Certificate of Incorporation or Bylaws of HomeAccess.

     5. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, enter into any agreement to amend, modify, terminate,
sell, exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in that certain License Agreement dated as of October
19, 2000 by and between HomeAccess and HAT (the "License Agreement") or amend,
modify, terminate, sell, exchange, pledge, grant a security interest in,
hypothecate or otherwise encumber any of its rights in the License Agreement,
except to GLDI as contemplated by this Letter.

     6. HAT shall not, and the Conrads shall not permit HAT to, directly or
indirectly, enter into any agreement to amend, modify, terminate, sell,
exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in the License Agreement or amend, modify, terminate,
sell, exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in the License Agreement, except to GLDI as
contemplated by this Letter.

     7. Quentra shall not, directly or indirectly, enter into any agreement to
amend, modify, terminate, sell, exchange, pledge, grant a security interest in,
hypothecate or otherwise encumber any of its rights in the Option Agreement or
amend, modify, terminate, sell, exchange, pledge, grant a security interest in,
hypothecate or otherwise encumber any of its rights in the Option Agreement.

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<PAGE>
F.   Confidentiality

     Each of Quentra and GLDI acknowledges that it has previously executed and
delivered to the other a confidentiality letter dated November 15, 1999. Each of
Quentra and GLDI shall hold all data and information obtained with respect to
Quentra, HomeAccess and HAT and GLDI, as the case may be, in confidence in
accordance with such confidentiality letter; provided, however, that

     Quentra may make such disclosures as are deemed necessary by outside legal
counsel to Quentra for a debtor-in-possession under Chapter 11 of the Bankruptcy
Code. If such disclosure is deemed necessary by outside legal to Quentra, then
Quentra shall give GLDI reasonable prior notice thereof.

G.   Public Announcements

     Quentra and GLDI shall consult with one another before issuing, and shall
provide one another with the opportunity to review and comment upon, any press
release or other public statement with respect to the transactions contemplated
by this Letter. Neither Quentra nor GLDI shall issue any press release or other
public statement prior to such consultation, except as may be required by
applicable law, judicial or administrative process or obligations imposed
pursuant to any listing agreement with a stock exchange or the National
Association of Securities Dealers, Inc.

H.   Failure to Close

     1. If the closing of the transactions contemplated by the section of this
Letter entitled "I. Sale and Purchase" shall fail for any reason to occur on or
before April 16, 2001, then, on April 17, 2001, Quentra and HomeAccess shall be
liable to GLDI, and shall immediately pay to GLDI, an amount in cash or other
immediately available funds equal to the sum of (i) the reasonable documented
out-of-pocket expenses (including without limitation fees and expenses of legal
counsel, accountants and investment bankers) actually incurred by GLDI in
connection with the investigations, reviews, audits, negotiations, discussions,
preparation of agreements and documents (including without limitation this
Letter) and other actions taken by or on behalf of GLDI as contemplated by this
Letter and (ii) $250,000.

     2. Each of Quentra and HomeAccess acknowledges that the provisions
contained in this subsection entitled "H. Failure to Close" are an integral part
of the agreements of the parties and that, without these provisions, GLDI would
not execute and deliver this Letter. Accordingly, if Quentra or HomeAccess fails
to pay any amount pursuant to this subsection entitled "H. Failure to Close"
when required to do so, then Quentra and HomeAccess shall be liable to GLDI for,
and shall pay to GLDI, the full amount of GLDI's reasonable costs and expenses
(including without limitation reasonable fees and expenses of legal counsel)
incurred in connection with all efforts (including suit or other adversary


                                       8
<PAGE>
proceeding) to collect any amounts which may become due and payable pursuant to
this subsection entitled "H. Failure to Close," together with interest computed
on any amounts due and payable pursuant hereto (computed from the date when such
amounts were initially due and payable) at the prime rate of interest announced
from time to time by Citibank, N.A.

     3. GLDI represents and acknowledges that the damages payable to it as set
forth in this subsection entitled "H. Failure to Close," is GLDI's sole and
exclusive remedy for the breach or non-compliance by Quentra or HomeAccess with
the binding obligations of this Letter, including the exclusivity provisions set
forth in the subsection entitled "E. Exclusivity," above.

     4. Any amount which may become payable by Quentra and HomeAccess to GLDI in
connection with the Loan shall be in addition to any amount which may become
payable by them pursuant to this subsection entitled "H. Failure to Close."


I.   Termination of Agreement and Plan of Merger

     Quentra, Coyote-GLD Acquisition, Inc., a Florida corporation
("Acquisition"), and GLDI have previously entered into an Agreement and Plan of
Merger dated as of May 1, 2000 (the "Initial Agreement"). The Initial Agreement
was amended and modified by a First Amendment to Agreement and Plan of Merger
dated as of July 31, 2000 (the "First Amendment"). The Initial Agreement and the
First Amendment are hereinafter collectively referred to as the "Merger
Agreement."

     GLDI has previously terminated the Merger Agreement. Quentra and
Acquisition release and discharge GLDI, and GLDI releases and discharges Quentra
and Acquisition, from all liabilities, claims and actions arising from the
execution, delivery and performance of the Merger Agreement.

J.   Indemnification

     Quentra and HomeAccess shall indemnify and hold harmless GLDI and its
directors, officers, employees and agents from and against the full amount of
any and all claims, demands, actions and proceedings brought against any of them
by any creditor, noteholder, supplier, vendor or stockholder of Quentra or
HomeAccess , or any other third party engaged in any relationship with Quentraor
HomeAccess , based upon any matter arising out of or related in any manner to
this Letter.

K.   Miscellaneous Provisions

     1. The provisions of this Letter shall be governed by, and shall be
construed and interpreted in accordance with, the laws of the State of Florida,
without giving effect to the principles of conflicts of law thereof.

     2. This Letter constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements,


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<PAGE>
understandings, negotiations and arrangements, both oral and written, among the
parties with respect to such subject matter. This Letter may not be amended or
modified in any manner, except by a written instrument executed by each of the
parties.

     3. This Letter shall be for the benefit of, and shall be binding upon, the
parties and their respective heirs, personal representatives, executors, legal
representatives, successors and assigns.

     4. The invalidity of any one or more of the words, phrases, sentences,
clauses or sections contained in this Letter shall not affect the enforceability
of the remaining portions of this Letter or any part hereof, all of which are
inserted conditionally on their being valid in law. If any one or more of the
words, phrases, sentences, clauses or sections contained in this Letter shall be
declared invalid by a court of competent jurisdiction, then, in any such event,
this Letter shall be construed as if such invalid word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted.

     5. The waiver by any party of a breach or violation of any provision of
this Letter by any other party shall not operate nor be construed as a waiver of
any subsequent breach or violation, nor as a waiver by any other party of such
breach or violation, nor as a waiver by any other party of any subsequent breach
or violation. The waiver by any party to exercise any right or remedy it, he or
she may possess shall not operate nor be construed as a bar to the exercise of
such right or remedy by such party upon the occurrence of any subsequent breach
or violation, nor as a bar to the exercise of any right or remedy by any other
party.

     6. The headings contained in this Letter are for reference purposes only
and shall not affect in any way the meaning or interpretation of any or all of
the provisions hereof.

     7. This Letter may be executed in any number of counterparts and by the
separate parties in separate counterparts, each of which shall be deemed to
constitute an original and all of which shall be deemed to constitute the one
and the same instrument.

     8. HAT and the Conrads agree that, prior to February 16, 2001, neither HAT
nor the Conrads shall sell, nor enter into an agreement to sell, any assets of
HAT or any securities of HAT. If on prior to February 15, 2001, GLDI makes a
loan to HomeAccess of $250,000 or such lesser dollar amount as Jerry Conrad and
Glenn S. Koach shall agree, the restrictions on HAT and the Conrads set forth in
the preceding sentence shall continue for an additional thirty days; and if at
the end of the additional thirty days GLDI makes an additional loan to
HomeAccess of $250,000 or such lesser dollar amount as Jerry Conrad and Glenn S.
Koach shall agree, the restrictions on HAT and the Conrads shall continue for a
further thirty days. If there is a breach of this paragraph 8 by either HAT or
the Conrads, HAT and the Conrads shall be liable to GLDI, and shall immediately


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<PAGE>
pay to GLDI, an amount in cash or other immediately available funds equal to the
sum of (i) the reasonable documented out-of-pocket expenses (including without
limitation fees and expenses of legal counsel, accountants and investment
bankers) actually incurred by GLDI in connection with the investigations,
reviews, audits, negotiations, discussions, preparation of agreements and
documents (including without limitation this Letter) and other actions taken by
or on behalf of GLDI as contemplated by this Letter and (ii) $250,000.

     9. This Letter shall be subject to the approval of the Bankruptcy Court. If
the Bankruptcy Court shall fail for any reason to approve this Letter, then this
Letter shall be null and void ab initio, and no party shall have any liability
to any other party by reason of its, his or her execution and delivery hereof.

     If this Letter sets forth our mutual understanding, please execute a copy
of it in the appropriate space below and return it to GLDI.

                                             Sincerely,

                                             GROUP LONG DISTANCE, INC.


                                             By   /s/ Glenn S. Koach
                                                  --------------------------
                                                  Glenn S. Koach, President

     The provisions of the foregoing Letter are accepted and agreed to on
January 24, 2001.

QUENTRA NETWORKS, INC.                             HOMEACCESS MICROWEB, INC.


By  /s/ Bruce Ballenger                By     /s/ Jerry Conrad
    ----------------------------              ---------------------------------
    Bruce Ballenger                           Jerry Conrad, President
    Chief Executive Officer

HA TECHNOLOGY, INC.                                COYOTE-GLD ACQUISITION, INC.


By  /s/ Jerry Conrad                    By     /s/ Timothy G. Atkinson
    ----------------------------              ---------------------------------
    Jerry Conrad, President                   Timothy G. Atkinson, President


   /s/ Jerry Conrad                           /s/ Barbara Conrad
   -----------------------------              ----------------------------------
   Jerry Conrad                               Barbara Conrad