THE  SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE  SECURITIES  LAW.  THE  SECURITIES  MAY  NOT  BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT,  THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK

AGREEMENT  made  this  1st day of October, 2003, by and between Fly.com, Inc., a
Nevada  corporation (hereinafter, called "ISSUER") and the individuals listed in
Exhibit  A attached hereto and made an integral part hereof (hereinafter, called
"E-TREND"),  which  E-TREND own 100% of web portal EntertainMe.com (hereinafter,
called  "E-TREND").

In  consideration  of  the  mutual  promises,  covenants,  and  representations
contained  herein,  and  other  good  and  valuable  consideration,

THE  PARTIES  HERETO  AGREE  AS  FOLLOWS:

1.   EXCHANGE  OF  SECURITIES.  Subject  to  the  terms and  conditions of  this
     ------------------------
     Agreement,  the ISSUER agrees to issue to E-TREND, 250,000 preferred shares
     of  the  ISSUER, valued at $1 per share (hereinafter, called the "SHARES").

2.   REPRESENTATIONS AND WARRANTIES.  ISSUER  represents and warrants to E-TREND
     -------------------------------
     the  following:

i    Organization.  ISSUER is a corporation duly organized under the laws of the
     -------------
     Nevada  and  has  all  the necessary corporate powers to own properties and
     carry  on  a  business, and is duly qualified to do business in the Nevada.
     All actions taken by the incorporators, directors and E-TREND of the ISSUER
     have  been  valid  and  in accordance with the laws of the State of Nevada.

ii   Capital.  The  authorized  capital stock of the ISSUER is 50,000,000 shares
     --------
     of  common  stock,  $0.001  par  value,  of which 10,000,000 are issued and
     outstanding  and  5,000,000 shares of preferred stock, $0.001 per value, of
     which  there  are  1,000,000 issued and outstanding. All outstanding shares
     are  fully  paid  and non-assessable, free of liens, encumbrances, options,
     restrictions,  and  legal or equitable rights of others not a party to this
     Agreement. At closing, there will be no outstanding subscriptions, options,
     rights,  warrants,  convertible  securities,  or  other  agreements  or
     commitments obligating ISSUER to issue or to transfer from the treasury any
     additional  shares  of its capital stock. None of the outstanding shares of
     the  ISSUER  are  subject  to  any stock restriction agreements. All of the
     E-TREND  of  the  ISSUER have valid title to such shares and acquired their
     shares in a lawful transaction and in accordance with the laws of the State
     of  Nevada.

iii. Financial  Statements.   Un-audited  Statements
     ----------------------

iv.  Absence  of  Change.Since  the  date of the balance sheet,  there  has  not
     --------------------
     been  any  change  in  the financial condition or operations of the ISSUER,
     except  changes in the ordinary course of business, which changes have not,
     in  the  aggregate,  been  materially  adverse.

v.   Liabilities.  ISSUER  does not  have any debt,  liability, or obligation of
     ------------
     any  nature,  whether  accrued,  absolute,  contingent,  or  otherwise, and
     whether  due  or  to  become  due,  that  is  not reflected on the ISSUER'S
     financial  statement.  ISSUER  is  not  aware of any pending, threatened or
     asserted  claims,  lawsuits  or  contingencies  involving the ISSUER or its
     common  stock.  There  is no dispute of any kind between the ISSUER and any
     third  party,  and  no  such  dispute  will  exist  at  the closing of this
     Agreement.  At  the  closing,  ISSUER  will  be  free  from  any  and  all
     liabilities,  liens,  claims  and/or  commitments.

vi.  Ability  to  Carry  out  Obligation.  ISSUER  has  the  right,  power,  and
     ------------------------------------
     authority  to  enter into and perform its obligations under this Agreement.
     The  execution and delivery of this Agreement by ISSUER and the performance
     by  ISSUER  of  its  obligations  hereunder  will not cause, constitute, or
     conflict  with  or  result in (a) any breach or violation or the provisions
     of,  or  constitute  a  default  under  any  license,  indenture, mortgage,
     charter,  instrument,  articles of incorporation, bylaw, or other agreement
     or  instrument  to which the ISSUER or its E-TREND are a party, or by which
     they  may  be  bound,  nor will any consents or authorizations of any party
     other  than  those  hereto  be required, (b) any event that would cause the
     ISSUER to be liable to any party, or (c) any event that would result in the
     creation  or imposition or any lien, charge or encumbrance on any assets of
     the  ISSUER  or  upon  the  securities  of the ISSUER to be acquired by the
     E-TREND.

vii. Full Disclosure. None of the representations and  warranties  made  by  the
     ----------------
     ISSUER,  or  any  certificate or memorandum furnished or to be furnished by
     the  ISSUER,  contains  or  will contain any untrue statement of a material
     fact,  or omit any material fact the omission of which would be misleading.

viii.Contracts  and  Leases.ISSUER is not currently carrying on any business and
     -----------------------
     is  not  a  party  to  any contract, agreement, or lease. No person holds a
     power  of  attorney  from  ISSUER.

ix.  Compliance  with  the  Laws. ISSUER  has  complied  with,  and  is  not  in
     ----------------------------
     violation  of  any  federal,  state or local statue, law, and/or regulation
     pertaining  to  ISSUER.  ISSUER  has  complied  with all federal, and state
     securities  laws  in connection with the issuance, sale and distribution of
     its  securities.

X.   Litigation.  ISSUER  is not (and has not been) a party to any suit, action,
     -----------
     arbitration,  or  legal,  administrative,  or  other proceeding, or pending
     governmental  investigation.  To  the  best of the knowledge of the ISSUER,
     there  is  no basis for any such action or proceeding and no such action or
     proceeding is threatened against the ISSUER and ISSUER is not subject to or
     in  default  with  respect to any order, writ, injunction, or decree of any
     federal,  state,  local,  or  foreign  court,  department,  agency,  or
     instrumentality.

xi.  Conduct  of  Business.  Prior  to  the  closing,  the  ISSUER shall conduct
     ----------------------
     business  in  the  normal course, and shall not (a) sell, pledge, or assign
     any  assets, (b) amend its article of incorporation or By-laws, (c) declare
     dividends,  redeem  or  sell  stock  or  other  securities,  (d)  incur any
     liabilities, (e) acquire or dispose of any assets, enter into any contract,
     guarantee  obligations  of  any  third  party,  or (f) enter into any other
     transaction.

xii. Corporate  Documents.  Copies of each  of  the following  documents,  which
     ---------------------
     are  true,  complete and correct in all material respects, will be attached
     hereto  and  made  an  integral  part  hereof  to  this  Agreement:

     (1)  Articles  of  Incorporation;
     (2)  By-laws;
     (3)  Minutes  of  E-TREND  Meetings;
     (4)  Minutes  of  Directors  Meetings;
     (5)  List  of  Officers  and  Directors;
     (6)  Balance  Sheet  as  described  in  Section  2(iii);  and
     (7)  Stock  register  and  stock  records  of  the  ISSUER  and  a current.

xiii.Documents.  All  minutes,  consents  or  other  documents pertaining to the
     ISSUER to be delivered at the closing shall be valid and in accordance with
     the  laws  of  the  State  of  Nevada.

xiv  Title.  The  Shares  to be issued  to E-TREND will be, at the closing, free
     and  clear  of  all  liens,  security  interests, pledges, charges, claims,
     encumbrances  and restrictions of any kind. None of such Shares are or will
     be  subject  to  any  voting trust or agreement. No person holds or has any
     right  to  receive  any  proxy  or  similar instrument with respect to such
     shares, except as provided for in this Agreement, the ISSUER is not a party
     to any agreement which offers or grants to any person the right to purchase
     or  acquire  any of the securities to be issued to the E-TREND. 'Mere is no
     applicable local, state or federal law, rule or regulation, or decree which
     would,  as  a  result  of  the  issuance  of the Shares to E-TREND, impair,
     restrict,  or  delay  E-TREND'S  voting  rights with respect to the Shares.

xv.  Lock-Up.  ISSUER  will  cause, to the extent requested by any  underwriter,
     --------
     broker-dealer,  market  maker,  or  the  like, of securities of ISSUER, the
     E-TREND  of ISSUER to agree not to sell or otherwise transfer or dispose of
     any or all of the shares of ISSUER presently outstanding, during any period
     of time as so requested. In order to enforce the foregoing covenant, ISSUER
     agrees  to  impose  stop-transfer  instructions  as  to  such  stock.

3.   E-TREND  REPRESENTand  warrant  to  theISSUER  the  following:
     --------------------------------------------------------------

i.   Organization.   All  actions  taken  by E-TREND, the owners and E-TREND  of
     -------------
     the  E-TREND  have  been  valid  and  in  accordance  with  all  laws.

ii.  Counsel.  E-TREND  represent  and  warrant prior to the Closing, that  they
     --------
     are  represented  by  independent  counsel  or  have had the opportunity to
     retain  independent  counsel  to  represent  them  in  this  transaction.

4.   INVESTMENT  INTENT.  E-TREND agrees that the Shares  being  issued pursuant
     -------------------
     to this Agreement may be sold, pledged, assigned, hypothecated or otherwise
     transferred,  with  or  without  consideration  (hereinafter  called  a
     "TRANSFER"), only pursuant to an effective registration statement under the
     1933 ACT, or pursuant to an exemption from registration under the 1933 ACT,
     the  availability  of which is to be established to the satisfaction of the
     ISSUER.

5.   CLOSING.  Theclosing of this transaction shall take place at the offices of
     --------
     eAngels  Equity,  LLC  4764  Park Granada, #107, Calabasas, CA. 91302, upon
     receipt  or exchange, as the case may be of the items referenced in Section
     6, below. Closing date will be set for the latest, October 1st, 2003 at 5PM
     West  Coast  Time.

6.   DOCUMENTATION  TO  BE  DELIVERED  AT  CLOSING.
     ----------------------------------------------

i.   By  theISSUER
     -------------

     (1)  Board  of  Directors Minutes authorizing the issuance of a certificate
          or  certificates  for total of 250,000 new preferred shares registered
          in  the  names  of  the  E-TREND.

     (2)  Such  other minutes of ISSUER's E-TREND or directors as may reasonably
          be  required  by  E-TREND.

ii.  By E-TREND:
     -----------

     (1)  Consents  signed by E-TREND consenting to the terms of this Agreement.

     (2)  All  the  business  and corporate records of ISSUER, including but not
          limited to, correspondence files, bank statements, checkbooks, savings
          account  books,  minutes  of  shareholder  and  directors  meetings,
          financial  statements,  shareholder  listings, stock transfer records,
          agreements  and  contracts.

7.   REMEDIES.
     ---------

i.   Arbitration.  Any controversy or claim arising out of, or relating to, this
     ------------
     Agreement,  or the making, performance, or interpretation thereof, shall be
     settled  by arbitration in the State of Nevada in accordance with the Rules
     of  the American Arbitration Association then existing, and judgment on the
     arbitration  award may be entered in any court having jurisdiction over the
     subject  matter  of  the  controversy.

8.   MISCELLANEOUS.
     --------------

i.   Captions  and Headings.  The Article and paragraph headings throughout this
     -----------------------
     Agreement  are  for  convenience and reference only, and shall in no way be
     deemed  to  define,  limit,  or add to the meaning of any provision of this
     Agreement.

ii.  No  Oral  Change.  The  Agreement  and  any  provision  hereof,  may not be
         -------------
     waived,  changes,  modified, or discharged orally, but only by agreement in
     writing signed by the party against whom enforcement of any waiver, change,
     modification,  or  discharge  is  sought.

iii. Non Waiver. Except as otherwise expressly  provided  herein,  no waiver  of
     -----------
     any  covenant, condition, or provision of this Agreement shall be deemed to
     have  been made unless expressly in writing and signed by the party against
     whom  such waiver is charged; and (i) the failure of any party to insist in
     any  one  or  more  cases  upon  the  performance of any of the provisions,
     covenants, or conditions of this Agreement or to exercise any option herein
     contained  shall  not  be  construed  as a waiver or relinquishment for the
     future  of  any  such  provisions,  covenants,  or  conditions,  (ii)  the
     acceptance  of  performance  of  anything  required by this Agreement to be
     performed  with knowledge of the breach or failure of a covenant, condition
     or provision hereof shall not be deemed a waiver of such breach or failure,
     and  (iii)  no  waiver by any party of one breach by another party shall be
     construed  as  a  waiver  with  respect  to any other or subsequent breach.

iv.  Time of Essence.  Time is of the essence of the Agreement and of  each  and
     ---------------
     every  provision  hereof.

V.   Entire  Agreement.  This  Agreement  contains  the  entire  agreement  and
     ------------------
     understanding  between  the  parties  hereto,  and  supersedes  all  prior
     agreements  and  understandings.

vi.  Counterparts.  This  Agreement  may  be  executed simultaneously in one  or
     -------------
     more  counterparts,  each  of which shall be deemed as original, but all of
     which  together  shall  constitute  one  and  the  same  instrument.

vii. Notices.  All notices, requests,  demands,  and  other communications under
     --------
     this  Agreement  shall  be in writing and shall be deemed to have been duly
     given  on the date of service if served personally on the party to whom the
     notice  is  to  be  given,  or the third day after mailing if mailed to the
     party  to  whom  notice  is to be given, by first class mail, registered or
     certified,  postage  prepaid, and properly address, and by fax, as follows:



     E-TREND:                               ISSUER:
     --------                               -------

     E-Trend  Networks,  Inc.               Fly.com,  Inc.
     3753 Howard Hughes Parkway,  #200      3753 Howard Hughes Parkway,  #200
     Las  Vegas,  Nevada  89109             Las  Vegas, Nevada 89109



IN  WITNESS WHEREOF, the undersigned has executed this Agreement this 1st day of
October,  2003


E-TREND  NETWORKS,  INC.                    FLY.COM,  INC.


/s/ Garrett  Krause                         /s/ Garrett  Krause
-------------------                         -------------------
Garrett Krause as per Directors             Garrett Krause as per the E-TREND
Resolution of E-Trend Networks, Inc.        and Directors Fly.com, Inc.




                                    EXHIBIT A

                          E-TREND TO BE ISSUED SHARES



E-Trend Networks     250,000 Preferred shares