EXHIBIT 10.2

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
<PAGE>

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         THIS   AMENDED  AND   RESTATEDREGISTRATION   RIGHTS   AGREEMENT   (this
"Agreement")  is entered into as of September  18,  2001,  by and among  E-Trend
Networks,  Inc., a corporation duly  incorporated and existing under the laws of
the  State  of  Delaware  (the  "Company"),  and the  investor  as  named on the
signature page hereto  (hereinafter  referred to as  "Investor")  and amends and
restates  that  Registration  Rights  Agreement  between the parties dated on or
about July 3, 2001.

                                    RECITALS:

         WHEREAS,  pursuant to the Company's offering  ("Offering") of up to Ten
Million Dollars  ($10,000,000) of Common Stock of the Company,  pursuant to that
certain  Amended and Restated  Investment  Agreement of even date  herewith (the
"Investment  Agreement")  between the Company and the Investor,  the Company has
agreed to sell and the  Investor  has agreed to  purchase,  from time to time as
provided in the Investment Agreement, shares of the Company's Common Stock for a
maximum aggregate offering amount as described above;

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to issue to the Investor the Commitment Warrants to purchase a number
of shares of Common Stock,  exercisable for five (5) years from their respective
dates of issuance (, the "Commitment Warrants" or the "Warrants"); and

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to provide the Investor with certain registration rights with respect
to the Common Stock to be issued in the  Offering and the Common Stock  issuable
upon exercise of the Warrants as set forth in this Agreement.

                                     TERMS:

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.       CERTAIN  DEFINITIONS.  As  used in  this Agreement  (including
the Recitals above), the following terms shall have the following meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):

                  "Additional Registration Statement" shall have the meaning set
forth in Section 3(b).




                                       1
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>



                  "Amended  Registration  Statement" shall  have the meaning set
forth in Section 3(b).

                  "Business  Day"  shall  have  the  meaning  set  forth  in the
Investment Agreement.

                  "Closing  Bid  Price" shall  have the meaning set forth in the
Investment Agreement.

                  "Commitment  Warrant"  shall have  the meaning as set forth in
the Investment Agreement.

                  "Common Stock"  shall mean  the common stock, par value $0.01,
of the Company.

                  "Due  Date"  shall  mean the date that is one  hundred  twenty
(120) days after the date of this Agreement.

                  "Effective  Date" shall  have the meaning set forth in Section
2.3.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, together with the rules and regulations promulgated thereunder.

                  "Filing  Deadline"  shall  mean  the date  that is  forty-five
(45)  days  after the date of this Agreement.

                  "Ineffective  Period"  shall mean any period of time after the
Effective  Date during the term hereof that the  Registration  Statement  or any
Supplemental Registration Statement (each as defined herein) becomes ineffective
or unavailable for use for the sale or resale,  as applicable,  of any or all of
the  Registrable  Securities (as defined herein) for any reason (or in the event
the prospectus under either of the above is not current and deliverable).

                  "Ineffective Period Payments" shall have the meaning set forth
in Section 4.

                  "Investment Agreement" shall have the meaning set forth in the
Recitals hereto.

                  "Investor" shall have the meaning set forth in the preamble to
this Agreement.

                  "Holder" shall  mean Investor,  and any other person or entity
owning or having the right to acquire  Registrable  Securities or  any permitted
assignee.

                  "Piggyback    Registration"   and   "Piggyback    Registration
Statement" shall have the meaning set forth in Section 4.

                  "Put"  shall have the  meaning as set forth in the  Investment
Agreement.

                  "Register,"  "Registered," and  "Registration"  shall mean and
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar document in compliance with




                                       2
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>


the  Securities  Act  and pursuant  to Rule 415 under  the Securities Act or any
successor rule,  and  the  declaration  or  ordering  of  effectiveness  of such
registration statement or document.

                  "Registrable  Securities"  shall have the meaning set forth in
Section 2.1.

                  "Registration  Statement"  shall have the meaning set forth in
Section 2.2.

                  "Rule 144" shall mean Rule  144, as amended, promulgated under
the Securities Act.

                  "Securities Act" shall  mean the  Securities  Act of 1933,  as
amended, together with the rules and regulations promulgated thereunder.

                  "Supplemental Registration Statement"  shall have the  meaning
set forth in Section 3(b).

                  "Warrants"  shall  have  the  meaning  set forth in  the above
Recitals.

                  "Warrant Shares" shall  mean  shares of  Common Stock issuable
upon exercise of any Warrant.

         2.       REQUIRED REGISTRATION.

                  2.1 REGISTRABLE  SECURITIES.  "Registrable  Securities"  shall
mean those shares of the Common Stock of the Company  together  with any capital
stock issued in replacement  of, in exchange for or otherwise in respect of such
Common Stock,  that are: (i) issuable or issued to the Investor  pursuant to the
Investment Agreement, or (ii) issuable or issued upon exercise of the Commitment
Warrants; provided, however, that notwithstanding the above, the following shall
not be considered Registrable Securities:

                           (a) any Common Stock which would  otherwise be deemed
to be Registrable  Securities,  if and to the extent that those shares of Common
Stock may be resold in a public transaction  without volume limitations or other
material  restrictions  without registration under the Securities Act, including
without limitation, pursuant to Rule 144 under the Securities Act; and

                           (b) any shares of Common  Stock  which have been sold
in a private  transaction in which the transferor's  rights under this Agreement
are not assigned.

                  2.2  FILING OF INITIAL  REGISTRATION  STATEMENT.  The  Company
shall,  by the Filing  Deadline,  file a registration  statement  ("Registration
Statement") on Form SB-2 (or other  suitable form, at the Company's  discretion,
but subject to the  reasonable  approval of Investor),  covering the resale of a
number of shares of Common  Stock as  Registrable  Securities  equal to at least
Five Million  (5,000,000)  shares of Common Stock and shall cover, to the extent
allowed by applicable  law, such  indeterminate  number of additional  shares of
Common Stock that may be issued or become issuable as Registrable  Securities by
the Company  pursuant to Rule 416 of the  Securities  Act. In the event that the
Company has not filed the Registration  Statement by the Filing  Deadline,  then
the Company  shall pay to Investor an amount  equal to $500,  in cash,  for each
Business  Day after the Filing  Deadline  until such  Registration  Statement is
filed, payable




                                       3
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

within  ten (10) BUSINESS DAYS following the end of each calendar month in which
such payments accrue.

                  2.3 RESPONSE TO SEC COMMENTS; REGISTRATION EFFECTIVE DATE. The
Company shall use its best efforts to have the Registration  Statement  declared
effective  by the SEC (the date of such  effectiveness  is referred to herein as
the "Effective Date") by the Due Date. In the event that the SEC has comments to
the  Registration  Statement,  the Company shall file a written  response to any
such comments within thirty (30) days of the Company's  receipt of such comments
(the "Comment Response Deadline"). In the event that the Company has not filed a
written  response to any such SEC comments by the  applicable  Comment  Response
Deadline,  then the Company  shall pay to Investor an amount  equal to $500,  in
cash,  for each  Business  Day after the Comment  Response  Deadline  until such
responses are provided to the SEC in writing,  payable  within ten (10) Business
Days following the end of each calendar month in which such payments accrue.

                  2.4 SHELF  REGISTRATION.  The Registration  Statement shall be
prepared  as a "shelf"  registration  statement  under  Rule  415,  and shall be
maintained effective until all Registrable Securities are resold pursuant to the
Registration Statement.

                  2.5   SUPPLEMENTAL   REGISTRATION   STATEMENT.   Anytime   the
Registration  Statement  does not cover a sufficient  number of shares of Common
Stock to  cover  all  outstanding  Registrable  Securities,  the  Company  shall
promptly prepare and file with the SEC such Supplemental  Registration Statement
and the prospectus used in connection with such registration statement as may be
necessary to comply with the  provisions of the  Securities  Act with respect to
the  disposition  of all such  Registrable  Securities  and  shall  use its best
efforts  to  cause  such  Supplemental  Registration  Statement  to be  declared
effective as soon as possible.



         3. OBLIGATIONS OF THE COMPANY.  Whenever  required under this Agreement
to effect the registration of any Registrable Securities,  the Company shall, as
expeditiously as reasonably possible:

                  (a)  Prepare  and  file  with  the   Securities  and  Exchange
Commission  ("SEC") a Registration  Statement  with respect to such  Registrable
Securities  and use its best  efforts to cause such  Registration  Statement  to
become  effective and to remain  effective  until the date that all  Registrable
Securities are resold pursuant to such Registration Statement.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement ("Amended  Registration  Statement") or prepare
and  file  any  additional  registration  statement  ("Additional   Registration
Statement,"  together  with the Amended  Registration  Statement,  "Supplemental
Registration  Statements")  as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such Supplemental  Registration  Statements or such prior registration statement
and to cover the resale of all Registrable Securities.

                  (c)  Furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,  including a preliminary  prospectus (if applicable),  in conformity
with the requirements of the Securities Act,




                                       4
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

and such other documents as they may  reasonably request  in order to facilitate
the disposition of Registrable Securities owned by them.

                  (d)  Use  its  best   efforts  to  register  and  qualify  the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of the  jurisdictions  in which the Holders are  located,  or such
other  jurisdictions  as shall be  reasonably  requested  by the  Holders of the
Registrable  Securities covered by such Registration  Statement and of all other
jurisdictions  where  legally  required,  provided that the Company shall not be
required in  connection  therewith  or as a  condition  thereto to qualify to do
business  or to file a general  consent to service of process in any such states
or jurisdictions.

                  (e) [Intentionally Left Blank].

                  (f) As promptly as  practicable  after  becoming aware of such
event,  notify each Holder of  Registrable  Securities  of the  happening of any
event of which the Company has  knowledge,  as a result of which the  prospectus
included in the Registration  Statement,  as then in effect,  includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  use its best efforts
promptly to prepare a supplement or amendment to the  Registration  Statement to
correct such untrue  statement  or  omission,  and deliver a number of copies of
such  supplement  or  amendment  to each  Holder as such  Holder may  reasonably
request.

                  (g)   Provide   Holders   with  notice  of  the  date  that  a
Registration  Statement or any Supplemental  Registration  Statement registering
the resale of the Registrable  Securities is declared  effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.

                  (h) Provide Holders and their  representatives the opportunity
and a reasonable  amount of time, based upon reasonable  notice delivered by the
Company,  to conduct a reasonable due diligence  inquiry of Company's  pertinent
financial  and other  records and make  available its officers and directors for
questions  regarding such information as it relates to information  contained in
the Registration Statement.

                  (i) Provide Holders and their  representatives the opportunity
to review the Registration  Statement and all amendments or supplements  thereto
prior to their  filing  with the SEC by  giving  the  Holder  at least  five (5)
business days advance written notice prior to such filing.

                  (j) Provide each Holder with prompt  notice of the issuance by
the  SEC or any  state  securities  commission  or  agency  of  any  stop  order
suspending the effectiveness of the Registration  Statement or the initiation of
any  proceeding  for such  purpose.  The Company  shall use its best  efforts to
prevent  the  issuance  of any stop order and,  if any is issued,  to obtain the
removal thereof at the earliest possible date.

                  (k) Use its best  efforts to list the  Registrable  Securities
covered by the Registration  Statement with all securities  exchanges or markets
on which the Common  Stock is then  listed  and  prepare  and file any  required
filing with the NASD,  American Stock  Exchange,  NYSE and any other exchange or
market on which the Common Stock is listed.



                                       5
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

         4.       INEFFECTIVE PERIOD.

                  (a) INEFFECTIVE PERIOD PAYMENT.  Within five (5) Business Days
after  the last  day of any  Ineffective  Period,  the  Company  will pay to the
Investor in cash ("Ineffective Period Payments"), as liquidated damages for such
suspension  and not as a  penalty,  an amount  equal to the  number of shares of
Common Stock  issued to the  Investor in any Put with a Pricing  Period End Date
(as defined in the  Investment  Agreement)  that is thirty (30) business days or
less prior to the date that the Ineffective Period commences,  multiplied by the
difference of:

                           (i)   the  highest  closing  price  of  the Company's
                  Common  Stock  for  any  trading  day  during  the Ineffective
                  Period,

                           minus

                           (ii)  the  lowest  closing  price  of  the  Company's
                  Common Stock  for  the  five  (5)  trading days  including and
                  immediately following the last trading day of such Ineffective
                  Period.

                  (b) LIQUIDATED  DAMAGES.  The parties hereto  acknowledge  and
agree that the sums payable as  Ineffective  Period  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.

         5.  PIGGYBACK  REGISTRATION.  If  anytime  prior to the  date  that the
Registration  Statement is declared  effective or during any Ineffective  Period
(as  defined in the  Investment  Agreement)  the  Company  proposes  to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders  other  than  the  Holders)  any  of its  Common  Stock  under  the
Securities Act in connection with the public offering of such securities  solely
for cash (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  Securities  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),  the Company shall, at such time,  promptly give
each Holder  written  notice of such  registration  (a  "Piggyback  Registration
Statement").  Upon the written  request of each  Holder  given by fax within ten
(10) days after  mailing of such notice by the Company,  the Company shall cause
to be included in such  registration  statement  under the Securities Act all of
the Registrable  Securities that each such Holder has requested to be registered
("Piggyback  Registration")  to the extent such  inclusion  does not violate the
registration rights of any other security holder of the company granted prior to
the date  hereof;  provided,  however,  that nothing  herein  shall  prevent the
Company from withdrawing or abandoning such registration  statement prior to its
effectiveness.

         6.   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 related




                                       6
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

Piggyback  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 such Piggyback  Registration  Statement,  to  the
extent  any  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 an 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.

         7.  DISPUTE  AS TO  REGISTRABLE  SECURITIES.  In the event the  Company
believes  that shares  sought to be  registered  under Section 2 or Section 5 by
Holders do not constitute  "Registrable  Securities" by virtue of Section 2.1 of
this  Agreement,  and the status of those shares as  Registrable  Securities  is
disputed,  the Company  shall  provide,  at its expense,  an Opinion of Counsel,
reasonably   acceptable  to  the  Holders  of  the   Securities  at  issue  (and
satisfactory  to the Company's  transfer agent to permit the sale and transfer),
that those  securities may be sold  immediately,  without  volume  limitation or
other material  restrictions,  without registration under the Securities Act, by
virtue of Rule 144 or similar provisions.

         8. FURNISH  INFORMATION.  At the Company's  request,  each Holder shall
furnish to the  Company  such  information  regarding  Holder,  the  Registrable
Securities held by it, and the intended method of disposition of such securities
to the extent required to effect the registration of its Registrable  Securities
or to determine that  registration is not required pursuant to Rule 144 or other
applicable  provision  of the  Securities  Act.  The Company  shall  include all
information  provided  by  such  Holder  pursuant  hereto  in  the  Registration
Statement,  substantially  in the  form  supplied,  except  to the  extent  such
information is not permitted by law.

         9. EXPENSES. All expenses, other than commissions and fees and expenses
of counsel to the selling  Holders,  incurred in connection with  registrations,
filings or qualifications  pursuant hereto,  including (without  limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, shall be borne by the Company.

         10.  INDEMNIFICATION.  In the  event  any  Registrable  Securities  are
included in a Registration Statement under this Agreement:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers, directors, partners, legal counsel,
and  accountants of each Holder,  any  underwriter (as defined in the Securities
Act, or as deemed by the Securities  Exchange  Commission,  or as indicated in a
registration  statement)  for such Holder and each person,  if any, who controls
such Holder or  underwriter  within the meaning of Section 15 of the  Securities
Act or the Exchange Act,  against any losses,  claims,  damages,  or liabilities
(joint or several) to which they may become  subject under the  Securities  Act,
the Exchange Act or other federal or state law, insofar as such losses,  claims,
damages,  or  liabilities  (or actions in respect  thereof)  arise out of or are
based  upon  any of the  following  statements  or  omissions:  (i)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any




                                       7
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>



amendments or supplements  thereto,  or (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements therein not misleading,  and the Company will reimburse each
such Holder,  officer or director,  underwriter  or  controlling  person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss, claim, damage,  liability,  or action;
provided,  however,  that the indemnity  agreement  contained in this subsection
10(a) shall not apply to amounts  paid in  settlement  of any such loss,  claim,
damage,  liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage,  liability,
or action to the extent that it arises out of or is based upon a violation which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly  for use in  connection  with such  registration  by any such  Holder,
officer, director, underwriter or controlling person; provided however, that the
above shall not relieve the Company  from any other  liabilities  which it might
otherwise have.

                  (b) Promptly after receipt by an indemnified  party under this
Section  10  of  notice  of  the  commencement  of  any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any  indemnifying  party under this Section 10, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to  assume,  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the reasonably incurred fees and
expenses  of  one  such  counsel  to be  paid  by  the  indemnifying  party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action,  if materially  prejudicial to its ability to defend such action,  shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  10,  but  the  omission  so to  deliver  written  notice  to  the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 10.

                  (c)  To the  extent  that  the  foregoing  undertaking  by the
Company may be unenforceable for any reason,  the Company shall make the maximum
contribution  to the  payment  and  satisfaction  of  each  of  the  indemnified
liabilities which it would be required to make if such foregoing undertaking was
enforceable which is permissible under applicable law.

                  (d) The  obligations  of the Company  and  Holders  under this
Section 10 shall survive the resale, if any, of the Common Stock, the completion
of any offering of Registrable Securities in a Registration Statement under this
Agreement, and otherwise.

         11.  REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Holders the benefits  of Rule  144 promulgated  under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144; and



                                       8
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

                  (b) use its  best  efforts  to file  with  the SEC in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act.

         12. AMENDMENTS TO REGISTRATION  RIGHTS. Any provision of this Agreement
may be amended and the observance  thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively),  only with the
written  consent of the Company and the written  consent of each Holder affected
thereby.  Any  amendment or waiver  effected in accordance  with this  paragraph
shall be binding  upon each Holder,  each future  Holder,  and the Company.  The
Company will provide the Investor  five (5) business days notice prior to filing
any  amendment to the  Registration  Statement or any amendment or supplement to
the Prospectus and shall give the Investor the opportunity to review and comment
on any such amendment or  supplement.  Failure of the Investor to comment within
five (5) business days shall not preclude the Company from filing such amendment
or supplement after such notice period has expired.

         13.  NOTICES.  All notices  required or permitted  under this Agreement
shall be made in writing signed by the party making the same,  shall specify the
section  under  this  Agreement  pursuant  to which it is  given,  and  shall be
addressed  if to  (i)  the  Company  at:  E-Trend  Networks,  Inc.,  Timothy  J.
Sebastian,  General Counsel,  5919-3rd Street S.E., Calgary, Alberta Canada, T2H
1K3;  Telephone:(403)  252-7766,  Facsimile:  (403)  252-7752  (or at such other
location as  directed  by the Company in writing)  and (ii) the Holders at their
respective last address as the party as shown on the records of the Company. Any
notice, except as otherwise provided in this Agreement, shall be made by fax and
shall be deemed given at the time of transmission of the fax.

         14.  TERMINATION.  This  Agreement  shall  terminate  on the  date  all
Registrable  Securities  cease to exist (as that term is defined in Section  2.1
hereof);  but  without  prejudice  to (i) the  parties'  rights and  obligations
arising from breaches of this Agreement occurring prior to such termination (ii)
other  indemnification  obligations under this Agreement,  and provided that the
Company's obligations under Section 10 hereof shall survive such termination.

         15.  ASSIGNMENT.  No  assignment,  transfer or  delegation,  whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the  Company or any  Holder,  respectively,  shall be made  without the prior
written  consent of the  majority in  interest  of the  Holders or the  Company,
respectively;  provided  that the  rights of a Holder  may be  transferred  to a
subsequent  holder  of  the  Holder's  Registrable   Securities  (provided  such
transferee  shall  provide  to the  Company,  together  with  or  prior  to such
transferee's  request  to  have  such  Registrable   Securities  included  in  a
Registration,  a writing  executed by such transferee  agreeing to be bound as a
Holder by the terms of this Agreement), and the Company hereby agrees to file an
amended  registration  statement including such transferee as a selling security
holder thereunder; and provided further that the Company may transfer its rights
and  obligations  under this  Agreement to a purchaser  of all or a  substantial
portion of its business if the  obligations  of the Company under this Agreement
are  assumed  in  connection  with  such  transfer,  either  by  merger or other
operation of law (which may include without limitation a transaction whereby the
Registrable  Securities  are  converted  into  securities  of the  successor  in
interest) or by specific assumption executed by the transferee.

         16. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia applicable to
agreements made in



                                       9
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

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 the  Transaction  Documents 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 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.  Georgia law shall govern both the
proceeding as well as the  interpretation and construction of this Agreement and
the transaction as a whole.

         17. EXECUTION IN COUNTERPARTS PERMITTED. This Agreement may be executed
in any number of  counterparts,  each of which shall be enforceable  against the
parties actually  executing such  counterparts,  and all of which together shall
constitute one (1) instrument.

         18. SPECIFIC PERFORMANCE. The Holder shall be entitled to the remedy of
specific performance in the event of the Company's breach of this Agreement, the
parties agreeing that a remedy at law would be inadequate.

         19. INDEMNITY.  Each party shall indemnify each other party against any
and all claims,  damages  (including  reasonable  attorney's fees), and expenses
arising out of the first party's breach of any of the terms of this Agreement.

         20. ENTIRE  AGREEMENT;  WRITTEN  AMENDMENTS  REQUIRED.  This Agreement,
including the Exhibits  attached hereto,  the Investment  Agreement,  the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the full and entire understanding and




                                       10
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc
<PAGE>

agreement between the  parties with  regard to the  subjects hereof and thereof,
and no party  shall be  liable or bound to  any other party in any manner by any
warranties, representations or covenants except as specifically set forth herein
or therein.  Except as expressly provided herein, neither this Agreement nor any
term  hereof may  be amended,  waived, discharged  or terminated other than by a
written  instrument  signed by  the party  against whom  enforcement of any such
amendment, waiver, discharge or termination is sought.

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

                                    E-TREND NETWORKS, INC.


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

                            Address:    5919-3rd Street S.E.
                                        Calgary, Alberta
                                        Canada, T2H 1K3
                                        Telephone: (403) 252-7766
                                        Facsimile: (403) 252-7752


                                    INVESTOR:
                                    SWARTZ PRIVATE EQUITY, LLC.


                                    By:   /s/ Eric S. Swartz
                                       -----------------------------------------
                                        Eric S. Swartz, Manager


                            Address:    300 Colonial Center Parkway
                                        Suite 300
                                        Roswell, GA  30076
                                        Telephone: (770) 640-8130
                                        Facsimile: (770) 640-7150





                                       11
E-Trend Networks (Final 9-18-01) Amended and Restated Reg. Rights.doc