Exhibit 10.51 AMENDMENT NO. 1 to REGISTRATION RIGHTS AGREEMENT between Atlantic Technology Ventures, Inc. and the Investors Signatory Hereto

                                                                   Exhibit 10.51
                                 AMENDMENT NO. 1
                                       to
                          REGISTRATION RIGHTS AGREEMENT
                                     between
                       Atlantic Technology Ventures, Inc.
                                       and
                         the Investors Signatory Hereto


          THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT is entered into
effective as of January 9, 2001 (the "Amendment"), between the Investors
signatory hereto (each an "Investor" and together the "Investors"), and Atlantic
Technology Ventures, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company").

          WHEREAS, the parties entered into that certain Registration Rights
Agreement dated September 28, 2000 (the "Rights Agreement"), and desire to amend
certain terms of the Rights Agreement as provided herein;

         NOW, THEREFORE, in consideration of the mutual promises herein, and
other good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties hereto agree as follows:

         The Rights Agreement shall be amended as follows:

         1. Removal of Registration Default Penalties. Section 3.u. of the
Rights Agreement is hereby deleted in its entirety.

         2. Except as specifically amended or modified by this Amendment, the
terms and conditions of the Rights Agreement shall remain in effect in every
particular as set forth in the Rights Agreement.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Registration Rights Agreement to be executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.

                                       Atlantic Technology Ventures, Inc.


                                       By: /s/ Xxxxxxxx X. Xxxxx
                                           --------------------------------
                                       Name:  Xxxxxxxx X. Xxxxx
                                       Title: President


Address: 000 Xxxxx Xxxxxx Xxxx         Xxxxxxxx: BH Capital Investments, L.P.
Xxxxx Xxxxx, 0xx Xxxxx                 By: HB and Co., Inc., its General Partner
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: 000-000-0000                      By: /s/ Xxxxx Xxxxxxxxx
                                          ---------------------------------
                                       Name: Xxxxx Xxxxxxxxx, President

Address: 00 Xxxxxx Xxxxxx Xxxxxx       Investor: Excalibur Limited Partnership
Toronto, Ontario, Canada M5R I B2      By: Excalibur Capital Management, Inc.
Fax: 000-000-0000

                                       By:  /s/ Xxxxxxx Xxxxxxx
                                            -------------------------------
                                       Name: Xxxxxxx Xxxxxxx, President