EXHIBIT 10.3
                    AMENDED WARRANT TO PURCHASE COMMON STOCK
                        ISSUED TO SWARTZ PRIVATE EQUITY

<PAGE>



THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR OTHERWISE  DISPOSED OF OR EXERCISED  UNLESS (i) A  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS SHALL
HAVE  BECOME   EFFECTIVE  WITH  REGARD  THERETO,   OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY ON THEIR  OWN  ANALYSIS  OF THE  INVESTMENT  AND  ASSESSMENT  OF THE  RISKS
INVOLVED.

Warrant to Purchase
500,000 shares

                    AMENDED WARRANT TO PURCHASE COMMON STOCK
                                       OF
                             E-TREND NETWORKS, INC.

         THIS  CERTIFIES  that SWARTZ  PRIVATE  EQUITY,  LLC, or any  subsequent
holder hereof pursuant to Section 8 hereof  ("Holder") has the right to purchase
from E-Trend  Networks,  Inc., a Delaware  corporation  (the  "Company"),  up to
500,000  fully paid and  nonassessable  shares of the  Company's  common  stock,
$.0001 par value per share ("Common  Stock"),  subject to adjustment as provided
herein, at a price equal to the Exercise Price as defined in Section 3 below, at
any time  beginning on the Date of Issuance  (defined  below) and ending at 5:00
p.m.,  New York, New York time on the date that is five (5) years after the Date
of Issuance (the  "Exercise  Period"),  subject to the  provisions  set forth in
Section 1 below.

         Holder  agrees with the Company  that this  Warrant to Purchase  Common
Stock of the Company (this  "Warrant") is issued and all rights  hereunder shall
be held subject to all of the  conditions,  limitations and provisions set forth
herein.  This  Warrant  amends and  replaces  that  certain  warrant to purchase
400,000 shares of the Company's Common Stock originally issued to Swartz Private
Equity, LLC on or about June 1, 2001.

         1.       DATE OF ISSUANCE AND TERM.

         This Warrant  shall be deemed to be issued on September 18, 2001 ("Date
of  Issuance").  The term of this  Warrant  is five (5)  years  from the Date of
Issuance.  Of this Warrant to purchase five hundred thousand (500,000) shares of
common stock of the company, the first 350,000 Warrant Shares (as defined below)
shall be  exercisable,  in whole or in part,  anytime after the Date of Issuance
through  September 18, 2006 and the remaining  150,000  Warrant  Shares shall be
exercisable,  in whole or in part,  anytime  after the date that a  Registration
Statement (as defined below) is filed,  through September 18, 2006. For purposes
hereof,  "Registration Statement shall mean the Company's registration statement
to be filed pursuant to the Amended and Restated  Investment  Agreement  between
the Company and Swartz Private Equity,  LLC dated on or about September 18, 2001
and related documents.

         Notwithstanding anything to the contrary herein, the applicable portion
of this Warrant shall not be  exercisable  during any time that, and only to the
extent  that,  the number of shares of Common  Stock to be issued to Holder upon
such exercise, when


E-Trend Networks (Final 9-18-01) Amended Commitment Warrant.doc

<PAGE>


added to the number of shares of Common Stock, if any, that the Holder otherwise
beneficially owns (outside of this Warrant) at the time of  such exercise, would
equal or exceed 4.99% of the number of shares of Common Stock  then outstanding,
as determined in accordance with Section 13(d) of the  Exchange  Act (the "4.99%
Limitation").  The  4.99% Limitation  shall be  conclusively  satisfied  if  the
applicable Exercise Notice includes a signed  representation by  the Holder that
the issuance of the shares  in such Exercise  Notice will not  violate the 4.99%
Limitation,  and  the  Company  shall  not  be  entitled  to require  additional
documentation of such satisfaction.

         2.       EXERCISE.

         (A)   MANNER OF  EXERCISE.  Subject to the restrictions on  exercise in
Section 1 above, during the Exercise Period, this Warrant may be exercised as to
all or any lesser  number of full  shares of Common  Stock  covered  hereby (the
"Warrant  Shares")  upon  surrender  of this  Warrant,  with the  Exercise  Form
attached hereto as EXHIBIT A (the "Exercise  Form") duly completed and executed,
together  with the full  Exercise  Price (as  defined  below)  for each share of
Common  Stock as to which  this  Warrant  is  exercised,  at the  office  of the
Company, Attention: Timothy J. Sebastian, General Counsel, 5919 - 3rd Street SE,
Calgary,  Alberta, Canada, T2H 1K3; Telephone (403) 252-7766,  Facsimile:  (403)
252-7752,  or at such other  office or agency as the  Company may  designate  in
writing,  by overnight  mail,  with an advance copy of the Exercise Form sent to
the Company and its Transfer Agent by facsimile  (such  surrender and payment of
the Exercise Price hereinafter called the "Exercise of this Warrant").

         (B)   DATE OF EXERCISE.  The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise  Form are  received by the Company as soon as  practicable  thereafter.
Alternatively,  the Date of Exercise  shall be defined as the date the  original
Exercise Form is received by the Company,  if Holder has not sent advance notice
by facsimile.

         (C) DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE. Upon any exercise
of this Warrant,  the Company shall use its reasonable  best efforts to deliver,
or  shall  cause  its  transfer  agent  to  deliver,   a  stock  certificate  or
certificates  representing  the number of shares of Common Stock into which this
Warrant  was  exercised,  within  five (5)  trading  days (the  "Share  Delivery
Deadline")  of the date  that all of the  following  have been  received  by the
Company:  (i) the  original  completed  and  executed  Exercise  Form,  (ii) the
original Warrant and (iii) the Exercise Price (if applicable)(collectively,  the
"Receipt Date").  Such stock certificates shall not contain a legend restricting
transfer  if a  registration  statement  covering  the resale of such  shares of
Common  Stock is in effect  at the time of such  exercise  or if such  shares of
Common Stock may be resold pursuant to an exemption from registration, including
but not limited to Rule 144 under the Securities Act of 1933.

         (D) BUY-IN CURE. If (i) the Company fails for any reason to deliver the
requisite  number of shares of Common Stock  (unlegended,  if so required by the
terms of this  Warrant)(the  "Warrant  Shares")  to a Holder upon an exercise of
this Warrant by the Share  Delivery  Deadline,  (ii) the Holder has sold some or
all of the Warrant  Shares  (the "Sold  Shares")  which such Holder  anticipated
receiving  upon such  Exercise,  and (iii) after the  applicable  Share Delivery
Deadline with respect to such Exercise, the broker that sold the Sold Shares for
Holder purchases (in an open market  transaction or otherwise)  shares of Common
Stock  to make  delivery  upon  the  sale by a  Holder  of the  Sold  Shares  (a
"Buy-In"),  the  Company  shall pay such  Holder  within two (2)  business  days
following receipt of written notice of a claim pursuant to this Section 2(d) (in
addition  to any other  remedies  available  to  Holder)  the  amount (a "Buy-In
Payment") by which (x) such





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<PAGE>


Holder's total purchase price  (including  brokerage commission, if any) for the
shares of Common Stock so purchased exceeds (y) the  net  proceeds  received  by
such Holder from the sale of the Sold Shares. For example, if a Holder purchases
shares of Common Stock having  a total  purchase  price of  $11,000  to cover  a
Buy-In with  respect to shares of Common  Stock sold  for  $10,000,  the Company
will be required to pay such Holder  $1,000.  A Holder shall provide the Company
written notification indicating any amounts payable  to Holder pursuant  to this
Section 2(d).

         (E) LIQUIDATED  DAMAGES.  The parties hereto acknowledge and agree that
the sums payable as Buy-In  Payments  shall give rise to liquidated  damages and
not penalties.  The parties further  acknowledge  that (i) the amount of loss or
damages  likely to be incurred by the Holder is  incapable  or is  difficult  to
precisely estimate,  (ii) the amounts specified bear a reasonable proportion and
are not plainly or grossly  disproportionate  to the probable  loss likely to be
incurred  by the  Investor,  and (iii) the parties  are  sophisticated  business
parties and have been represented by sophisticated  and able legal and financial
counsel and negotiated this Agreement at arm's length.

         (F)  CANCELLATION  OF WARRANT.  This Warrant shall be canceled upon the
Exercise of this Warrant,  and, as soon as practical after the Date of Exercise,
Holder  shall be  entitled  to  receive  Common  Stock for the  number of shares
purchased  upon  such  Exercise  of this  Warrant,  and if this  Warrant  is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant)  representing  any unexercised  portion of this
Warrant in addition to such Common Stock.

         (G) HOLDER OF RECORD.  Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant,  irrespective  of
the date of delivery of the Common  Stock  purchased  upon the  Exercise of this
Warrant.  Nothing in this Warrant shall be construed as  conferring  upon Holder
any rights as a stockholder of the Company.








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<PAGE>

         3.       PAYMENT OF WARRANT EXERCISE PRICE.

         The Exercise  Price per share (the  "Exercise  Price") shall  initially
equal (the "Initial  Exercise  Price") the lowest Closing Price for the five (5)
trading days immediately preceding September 18, 2001, which is $1.60.

         Furthermore,  if the Date of Exercise is on or after December 18, 2001,
the  Exercise  Price  shall be reset to equal the  lesser of (i) the  applicable
Exercise  Price then in effect,  or (ii) the "Lowest Six Month Reset  Price," as
that term is defined  below.  The  Company  shall  calculate  a "Six Month Reset
Price" on December 18, 2001 and on each six-month  anniversary  date of December
18, 2001 (in each case,  if not a trading  day,  then on the next  trading  day)
which shall equal the lowest Closing Price of the Company's Common Stock for the
five (5) trading days ending on such six-month anniversary date. The "Lowest Six
Month Reset  Price" shall equal the lowest Six Month Reset Price  determined  on
any six-month  anniversary  date of December 18, 2001 up through the  applicable
Date of Exercise,  taking into account,  as appropriate,  any  adjustments  made
pursuant  to Section 5 hereof.  Notwithstanding  the above,  the Six Month Reset
Price is subject to a floor of $1.25 ("Floor Price"), which Floor Price shall be
adjusted  downward in the event of a Forward  Stock  Split (as  defined  below).
However,  in the case of a Reverse  Stock  Split (as defined  below),  the Floor
Price shall not be adjusted upward to account for such Reverse Stock Split,  but
shall remain at $1.25.

         If,  anytime prior to September 18, 2006  (regardless of whether or not
the Company  executes an Investment  Agreement and  regardless of whether or not
the Company later  terminates  such  Investment  Agreement),  the Company issues
shares of Common Stock,  warrants,  or options to any party  (including  but not
limited to  officers,  directors,  employees or  consultants  of the Company and
including shares issued to Swartz Private Equity, LLC pursuant to the Investment
Agreement) at a price which is less than the  applicable  Exercise Price then in
effect, the Exercise Price shall  automatically  reset to equal the lowest price
at which such Common  Stock,  warrants,  or options  were issued (the "MFN Reset
Price").  The MFN Reset Price shall not be subject to the Floor Price and may be
less than $1.25.

         For purposes  hereof,  the term "Closing  Price" shall mean the closing
price on the Nasdaq Small Cap Market,  the National Market System  ("NMS"),  the
New York Stock Exchange, or the O.T.C. Bulletin Board, or if no longer traded on
the Nasdaq Small Cap Market,  the National Market System  ("NMS"),  the New York
Stock Exchange,  or the O.T.C.  Bulletin Board,  the "Closing Price" shall equal
the  closing  price  on  the  principal  national  securities  exchange  or  the
over-the-counter  system on which the  Common  Stock is so  traded  and,  if not
available,  the  mean of the  high  and low  prices  on the  principal  national
securities exchange on which the Common Stock is so traded.

         Payment of the Exercise  Price may be made by either of the  following,
or a combination thereof, at the election of Holder:

         (i)    CASH EXERCISE: cash, bank or cashiers check or wire transfer; or

         (ii)   CASHLESS EXERCISE:  The Holder, at its option, may exercise this
Warrant in a cashless  exercise  transaction  under  this subsection (ii) if and
only if, on the  Date of  Exercise,  there is  not  then  in  effect  a  current
registration  statement that  covers the resale of the shares of Common Stock to
be issued upon exercise of this Warrant. In order to effect a Cashless Exercise,
the Holder shall surrender  this Warrant  at the principal office of the Company
together with notice of cashless election, in which event the Company


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<PAGE>

shall  issue  Holder  a number  of shares  of  Common  Stock computed  using the
following formula:

                                  X = Y (A-B)/A

where:   X = the number of shares of Common Stock to be issued to Holder.

         Y = the  number  of  shares of Common  Stock for  which this Warrant is
         being exercised.

                  A = the  Market  Price of one (1) share of Common  Stock  (for
                  purposes of this Section  3(ii),  the "Market  Price" shall be
                  defined as the average  Closing  Price of the Common Stock for
                  the five (5)  trading  days prior to the Date of  Exercise  of
                  this Warrant (the "Average Closing Price"), as reported by the
                  O.T.C.  Bulletin  Board,  National  Association  of Securities
                  Dealers  Automated   Quotation  System  ("Nasdaq")  Small  Cap
                  Market,  or if the  Common  Stock is not  traded on the Nasdaq
                  Small  Cap  Market,  the  Average  Closing  Price in any other
                  over-the-counter market; provided, however, that if the Common
                  Stock is listed on a stock exchange, the Market Price shall be
                  the Average  Closing  Price on such  exchange for the five (5)
                  trading days prior to the date of exercise of the Warrants. If
                  the Common Stock is/was not traded during the five (5) trading
                  days prior to the Date of Exercise, then the closing price for
                  the last publicly traded day shall be deemed to be the closing
                  price for any and all (if  applicable)  days  during such five
                  (5) trading day period.

                  B = the Exercise Price.

         For  purposes of Rule 144 and  sub-section  (d)(3)(ii)  thereof,  it is
intended,  understood  and  acknowledged  that the Common  Stock  issuable  upon
exercise of this Warrant in a cashless  exercise  transaction shall be deemed to
have  been  acquired  at the time  this  Warrant  was  issued.  Moreover,  it is
intended,  understood  and  acknowledged  that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise  transaction
shall be deemed to have commenced on the date this Warrant was issued.

         4.       TRANSFER AND REGISTRATION.

         (a) TRANSFER  RIGHTS.  Subject to the  provisions  of Section 8 of this
Warrant,  this Warrant may be transferred on the books of the Company,  in whole
or in part, in person or by attorney,  upon  surrender of this Warrant  properly
completed and endorsed.  This Warrant shall be canceled upon such surrender and,
as soon as  practicable  thereafter,  the person to whom such  transfer  is made
shall be entitled to receive a new Warrant or Warrants as to the portion of this
Warrant transferred, and Holder shall be entitled to receive a new Warrant as to
the portion hereof retained.

         (b)  REGISTRABLE  SECURITIES.  In  addition  to any other  registration
rights of the Holder, if the Common Stock issuable upon exercise of this Warrant
is not  registered  for  resale at the time the  Company  proposes  to  register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
stockholders  other  than the  Holders)  any of its Common  Stock  under the Act
(other  than a  registration  relating  solely  for the  sale of  securities  to
participants  in a Company stock plan or a registration  on Form S-4 promulgated
under the Act or any successor or similar form registering stock issuable upon a
reclassification,   upon  a  business  combination   involving  an  exchange  of
securities  or upon an exchange  offer for  securities  of the issuer or another
entity)(a "Piggyback




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<PAGE>

Registration  Statement"),  the  Company  shall cause  to be  included  in  such
Piggyback Registration Statement ("Piggyback Registration")  all  of the  Common
Stock  issuable upon the exercise of this Warrant ("Registrable Securities")  to
the extent such inclusion does not violate the  registration rights of any other
securityholder of the Company granted  prior to the date hereof.  Nothing herein
shall  prevent  the  Company  from  withdrawing  or  abandoning  the   Piggyback
Registration Statement prior to its effectiveness.

         (c)   LIMITATION  ON   OBLIGATIONS   TO  REGISTER   UNDER  A  PIGGYBACK
REGISTRATION.   In  the  case  of  a  Piggyback   Registration  pursuant  to  an
underwritten  public  offering  by  the  Company,  if the  managing  underwriter
determines  and  advises  in  writing  that the  inclusion  in the  registration
statement of all Registrable  Securities proposed to be included would interfere
with the successful marketing of the securities proposed to be registered by the
Company,  then the number of such  Registrable  Securities to be included in the
Piggyback Registration  Statement, to the extent such Registrable Securities may
be included in such Piggyback Registration  Statement,  shall be allocated among
all  Holders  who had  requested  Piggyback  Registration  pursuant to the terms
hereof,  in the proportion that the number of Registrable  Securities which each
such  Holder  seeks  to  register  bears  to the  total  number  of  Registrable
Securities  sought to be included by all  Holders.  If required by the  managing
underwriter of such an  underwritten  public  offering,  the Holders shall enter
into a reasonable agreement limiting the number of Registrable  Securities to be
included  in  such  Piggyback  Registration  Statement  and the  terms,  if any,
regarding the future sale of such Registrable Securities.

         5.       ANTI-DILUTION ADJUSTMENTS.

         (a) STOCK DIVIDEND. If the Company shall at any time declare a dividend
payable in shares of Common  Stock,  then Holder,  upon Exercise of this Warrant
after the record date for the  determination of holders of Common Stock entitled
to receive such  dividend,  shall be entitled to receive  upon  Exercise of this
Warrant,  in addition  to the number of shares of Common  Stock as to which this
Warrant is  exercised,  such  additional  shares of Common  Stock as such Holder
would have received had this Warrant been  exercised  immediately  prior to such
record date and the Exercise Price will be proportionately adjusted.



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<PAGE>



         (b)      RECAPITALIZATION OR RECLASSIFICATION.

                  (i) STOCK  SPLIT.  If the  Company  shall at any time effect a
recapitalization,   reclassification   or  other  similar  transaction  of  such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable  for a LARGER number of shares (a "Stock Split" or a "Forward Stock
Split"),  then upon the effective  date thereof,  the number of shares of Common
Stock which Holder shall be entitled to purchase  upon  Exercise of this Warrant
shall be increased in direct  proportion to the increase in the number of shares
of Common Stock by reason of such recapitalization,  reclassification or similar
transaction, and the Exercise Price shall be proportionally decreased.

                  (ii)  REVERSE  STOCK SPLIT.  If the Company  shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then upon
the effective  date  thereof,  the number of shares of Common Stock which Holder
shall  be  entitled  to  purchase   upon  Exercise  of  this  Warrant  shall  be
proportionately  decreased  and  the  Exercise  Price  shall  be  proportionally
increased.  The Company shall give Holder the same notice it provides to holders
of Common Stock of any transaction described in this Section 5(b).

         (c)  DISTRIBUTIONS.  If the Company shall at any time distribute for no
consideration  to holders of Common  Stock cash,  evidences of  indebtedness  or
other securities or assets (other than cash dividends or  distributions  payable
out of earned  surplus or net profits for the current or preceding  years) then,
in any such case,  Holder  shall be entitled to receive,  upon  Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of  indebtedness  or other  securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination  Date") or, in lieu thereof, if
the Board of  Directors  of the Company  should so determine at the time of such
distribution,  a reduced  Exercise Price  determined by multiplying the Exercise
Price on the  Determination  Date by a fraction,  the  numerator of which is the
result  of such  Exercise  Price  reduced  by the  value  of  such  distribution
applicable  to one share of Common  Stock  (such value to be  determined  by the
Board of  Directors of the Company in its  discretion)  and the  denominator  of
which is such Exercise Price.

         (d) NOTICE OF CONSOLIDATION OR MERGER AND WARRANT EXCHANGE. The Company
shall not, at any time after the date  hereof,  effect a merger,  consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as
a result of which  shares of Common  Stock  shall be changed  into the same or a
different  number of shares of the same or another  class or classes of stock or
securities  or other assets of the Company or another  entity or there is a sale
of all or substantially all the Company's assets (a "Corporate Change"),  unless
the resulting  successor or acquiring entity (the "Resulting Entity") assumes by
written instrument the Company's  obligations under this Warrant,  including but
not limited to the Exercise Price reset provisions as provided herein during the
term of the resultant warrants,  and agrees in such written instrument that this
Warrant  shall be  exerciseable  into such class and type of securities or other
assets  of the  Resulting  Entity as  Holder  would  have  received  had  Holder
exercised  this Warrant  immediately  prior to such  Corporate  Change,  and the
Exercise  Price of this  Warrant  shall be  proportionately  increased  (if this
Warrant shall be changed into or become exchangeable for a warrant to purchase a
smaller  number of shares of Common Stock of the  Resulting  Entity) or shall be
proportionately   decreased   (if  this  Warrant  shall  be  changed  or  become
exchangeable for a warrant to purchase a larger number of shares of Common Stock
of



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<PAGE>

the  Resulting  Entity);  provided,  however,  that  Company may  not affect any
Corporate  Change  unless it first  shall have given  thirty (30) days notice to
Holder hereof of any Corporate Change.

         (e)  EXERCISE  PRICE  ADJUSTED.  As  used  in this  Warrant,  the  term
"Exercise  Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and  thereafter  shall mean said price as adjusted
from time to time in accordance  with the  provisions  of this Warrant.  No such
adjustment  under this  Section 5 shall be made  unless  such  adjustment  would
change the Exercise Price at the time by $0.01 or more; provided,  however, that
all  adjustments  not so made  shall be  deferred  and made  when the  aggregate
thereof would change the Exercise Price at the time by $0.01 or more.

         (f) ADJUSTMENTS:  ADDITIONAL SHARES, SECURITIES OR ASSETS. In the event
that at any time, as a result of an adjustment  made pursuant to this Section 5,
Holder shall,  upon Exercise of this Warrant,  become entitled to receive shares
and/or other  securities  or assets  (other than Common  Stock)  then,  wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer to and  include  such  shares  and/or  other  securities  or  assets;  and
thereafter the number of such shares and/or other  securities or assets shall be
subject  to  adjustment  from time to time in a manner  and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

         6.       FRACTIONAL INTERESTS.

         No fractional shares or scrip  representing  fractional shares shall be
issuable  upon the Exercise of this  Warrant,  but on Exercise of this  Warrant,
Holder  may  purchase  only a whole  number of shares  of Common  Stock.  If, on
Exercise of this  Warrant,  Holder  would be entitled to a  fractional  share of
Common  Stock or a right to acquire a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.

         7.       RESERVATION OF SHARES.

         The  Company  shall at all times  reserve for  issuance  such number of
authorized and unissued shares of Common Stock (or other securities  substituted
therefor as herein above  provided) as shall be  sufficient  for the Exercise of
this Warrant and payment of the Exercise Price. The Company covenants and agrees
that upon the Exercise of this Warrant, all shares of Common Stock issuable upon
such exercise shall be duly and validly issued,  fully paid,  nonassessable  and
not subject to preemptive  rights,  rights of first refusal or similar rights of
any person or entity.

         8.       RESTRICTIONS ON TRANSFER.

         (a) REGISTRATION OR EXEMPTION REQUIRED. This Warrant has been issued in
a transaction exempt from the registration  requirements of the Act by virtue of
Regulation D and exempt from state registration under applicable state laws. The
Warrant and the Common Stock  issuable upon the Exercise of this Warrant may not
be pledged,  transferred,  sold or  assigned  except  pursuant  to an  effective
registration  statement  or unless the Company has  received an opinion from the
Company's counsel to the effect that such  registration is not required,  or the
Holder has  furnished to the Company an opinion of the Holder's  counsel,  which
counsel shall be reasonably satisfactory to the Company, to the effect that such
registration is not required;  the transfer  complies with any applicable  state
securities  laws;  and, if no  registration  covering  the resale of the Warrant
Shares is  effective  at the time the  Warrant  Shares  are  issued,  the Holder
consents



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<PAGE>

to a legend being placed on certificates for the Warrant Shares stating that the
securities  have not been  registered  under  the  Securities  Act and referring
to such restrictions on transferability and sale.

         (b)  ASSIGNMENT.  If Holder can  provide the  Company  with  reasonably
satisfactory evidence that the conditions of (a) above regarding registration or
exemption have been  satisfied,  Holder may sell,  transfer,  assign,  pledge or
otherwise  dispose of this Warrant,  in whole or in part. Holder shall deliver a
written notice to Company,  substantially in the form of the Assignment attached
hereto as EXHIBIT B,  indicating the person or persons to whom the Warrant shall
be  assigned  and the  respective  number of  warrants  to be  assigned  to each
assignee.  The Company  shall effect the  assignment  within ten (10) days,  and
shall deliver to the  assignee(s)  designated by Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of shares.

         9.       BENEFITS OF THIS WARRANT.

         Nothing in this  Warrant  shall be  construed to confer upon any person
other than the Company and Holder any legal or equitable right,  remedy or claim
under this Warrant and this Warrant shall be for the sole and exclusive  benefit
of the Company and Holder.

         10.      APPLICABLE LAW; ARBITRATION.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Georgia  applicable to agreements made in and wholly to
be performed in that  jurisdiction,  except for matters arising under the Act or
the  Securities  Exchange Act of 1934,  which  matters  shall be  construed  and
interpreted in accordance  with such laws. Any  controversy or claim arising out
of or related to this Warrant or the breach thereof, shall be settled by binding
arbitration  in Atlanta,  Georgia in accordance  with the  Expedited  Procedures
(Rules 53-57) of the Commercial  Arbitration  Rules of the American  Arbitration
Association  ("AAA").  A proceeding  shall be commenced  upon written  demand by
Company or any Investor to the other. The  arbitrator(s)  shall enter a judgment
by default  against any party,  which fails or refuses to appear in any properly
noticed  arbitration  proceeding.  The proceeding  shall be conducted by one (1)
arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty
thousand dollars ($250,000),  in which case three (3) arbitrators shall preside.
The arbitrator(s) will be chosen by the parties from a list provided by the AAA,
and if they are unable to agree  within ten (10) days,  the AAA shall select the
arbitrator(s).  The arbitrators  must be experts in securities law and financial
transactions.   The   arbitrators   shall  assess  costs  and  expenses  of  the
arbitration,  including all  attorneys'  and experts'  fees, as the  arbitrators
believe  is  appropriate  in  light of the  merits  of the  parties'  respective
positions  in the issues in  dispute.  Each  party  submits  irrevocably  to the
jurisdiction  of any state court  sitting in  Atlanta,  Georgia or to the United
States  District  Court  sitting in Georgia for purposes of  enforcement  of any
discovery  order,  judgment or award in connection  with such  arbitration.  The
award of the  arbitrator(s)  shall be final and binding upon the parties and may
be enforced in any court having  jurisdiction.  The arbitration shall be held in
such place as set by the arbitrator(s) in accordance with Rule 55.

         Although  the  parties,  as  expressed  above,  agree that all  claims,
including claims that are equitable in nature, for example specific performance,
shall  initially be prosecuted  in the binding  arbitration  procedure  outlined
above, if the arbitration panel dismisses or otherwise fails to entertain any or
all of the  equitable  claims  asserted  by  reason  of the  fact  that it lacks
jurisdiction,  power and/or  authority to consider such claims and/or direct the
remedy  requested,  then, in only that event, will the parties have the right to
initiate litigation respecting such equitable claims or remedies.  The forum for
such  equitable  relief shall be in either a state or federal  court  sitting in
Atlanta,  Georgia. Each


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<PAGE>


party  waives  any right  to a trial by jury, assuming such right  exists  in an
equitable  proceeding,  and  irrevocably  submits  to  the jurisdiction  of said
Georgia court.

         11.      LOSS OF WARRANT.

         Upon receipt by the Company of evidence of the loss, theft, destruction
or mutilation of this Warrant,  and (in the case of loss,  theft or destruction)
of  indemnity  or security  reasonably  satisfactory  to the  Company,  and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and deliver a new Warrant of like tenor and date.

         12.      NOTICE OR DEMANDS.

         Notices  or  demands  pursuant  to this  Warrant to be given or made by
Holder  to or on the  Company  shall  be  sufficiently  given or made if sent by
certified or registered mail,  return receipt  requested,  postage prepaid,  and
addressed, until another address is designated in writing by the Company, to the
address  set forth in Section  2(a) above.  Notices or demands  pursuant to this
Warrant to be given or made by the Company to or on Holder










                                       10
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<PAGE>


shall  be  sufficiently given  or made if  sent by certified or registered mail,
return receipt requested, postage prepaid,  and  addressed,  to  the  address of
Holder set forth in the Company's  records, until another  address is designated
in writing by Holder.

         IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
18TH day of September, 2001.


                             E-TREND NETWORKS, INC.



                             By:  /s/ Timothy J. Sebastian
                                -------------------------------------------
                                Timothy J. Sebastian, General Counsel












                                       11
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<PAGE>



                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                           TO: E-TREND NETWORKS, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
____________  of the  shares of Common  Stock  (the  "Common  Stock") of E-Trend
Networks, Inc. a Delaware corporation (the "Company"), evidenced by the attached
warrant (the  "Warrant"),  and herewith makes payment of the exercise price with
respect  to such  shares in full,  all in  accordance  with the  conditions  and
provisions of said Warrant.

1.   The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any  of  the  Common  Stock  obtained  on  exercise  of the  Warrant,  except in
accordance with the provisions of Section 8(a) of the Warrant.

2.   The  undersigned requests that stock certificates for such shares be issued
free of any restrictive  legend, if  appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

Dated: __________________



--------------------------------------------------------------------------------
                                    Signature


--------------------------------------------------------------------------------
                                   Print Name


--------------------------------------------------------------------------------
                                     Address

--------------------------------------------------------------------------------

NOTICE

The  signature  to the foregoing  Exercise Form  must correspond  to the name as
written upon  the face  of the  attached  Warrant in  every particular,  without
alteration or enlargement or any change whatsoever.

--------------------------------------------------------------------------------








                                       12

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<PAGE>

                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  the  undersigned  holder  of  the  attached  warrant (the
"Warrant") hereby sells, assigns and transfers unto the person  or persons below
named the right to purchase ______________ shares of the Common Stock of E-Trend
Networks, Inc., evidenced  by the  attached Warrant and does  hereby irrevocably
constitute and appoint ___________________________ attorney to transfer the said
Warrant on  the books  of the Company,  with full  power of substitution  in the
premises.

Dated:
                                      ------------------------------------
                                            Signature


Fill in for new registration of Warrant:


-----------------------------------------
                  Name

-----------------------------------------
                  Address

-----------------------------------------
Please print name and address of assignee
(including zip code number)

--------------------------------------------------------------------------------

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
--------------------------------------------------------------------------------




E-Trend Networks (Final 9-18-01) Amended Commitment Warrant.doc