EXHIBIT 10.12








                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                                  ENTRADE INC.,

                        POSITIVE ASSET REMARKETING, INC.,

                         ENTRADE MERGER SUBSIDIARY, INC.

                                       and

                               CERTAIN INDIVIDUALS



                          DATED AS OF DECEMBER 31, 1999


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                                       iii

                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1 -       THE MERGER...................................................1
         1.1      The Merger...................................................1
         1.2      Effective Time...............................................2
         1.3      The Closing..................................................2
         1.4      Directors....................................................2
         1.5      Officers.....................................................3
         1.6      Post Closing Rights..........................................3

ARTICLE 2 -       REPRESENTATIONS AND WARRANTIES OF PAR, OLD PAR
                    AND THE STOCKHOLDERS.......................................3
         2.1      Existence; Good Standing; Corporate Authority................3
         2.2      Authorization, Validity and Effect of Agreements.............4
         2.3      Capitalization of PAR........................................4
         2.4      AsseTrade Stock..............................................4
         2.5      Other Interests..............................................4
         2.6      Other Assets or Liabilities..................................5
         2.7      Contracts....................................................5
         2.8      No Conflict; Required Filings and Consents...................5
         2.9      Litigation...................................................5
         2.10     Financial Statements.........................................6
         2.11     Taxes........................................................6
         2.12     Employee Benefit Plans.......................................6
         2.13     No Brokers...................................................6

ARTICLE 3 -       REPRESENTATIONS AND WARRANTIES OF ENTRADE....................7
         3.1      Existence; Good Standing; Corporate Authority................7
         3.2      Authorization, Validity and Effect of Agreements.............7
         3.3      Capitalization...............................................7
         3.4      No Conflict; Required Filings and Consents...................8
         3.5      SEC Documents................................................9
         3.6      No Brokers...................................................9

ARTICLE 4 -       COVENANTS....................................................9
         4.1      Alternative Proposals........................................9
         4.2      Interim Operations..........................................10
         4.3      Meeting of Entrade Stockholders.............................10
         4.4      Filings, Other Action.......................................11
         4.5      Inspection of Records.......................................11
         4.6      Publicity...................................................11
         4.7      Registration Statement......................................11
         4.8      Listing Application. .......................................12
         4.9      Further Action..............................................13
         4.10     Expenses....................................................13
         4.11     Restrictions on Transfers of the Entrade Shares.............13






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ARTICLE 5 -       CONDITIONS..................................................13
         5.1      Conditions to Each Party's Obligation to Effect the Merger..13
         5.2      Conditions to Obligation of PAR and the Stockholders
                  to Effect the Merger........................................14
         5.3      Conditions to Obligation of Entrade and Merger Sub
                  to Effect the Merger........................................15

ARTICLE 6 -       TERMINATION.................................................15
         6.1      Termination by Mutual Consent...............................15
         6.2      Termination by Entrade or PAR...............................15
         6.3      Termination by Entrade......................................16
         6.4      Termination by PAR..........................................16
         6.5      Effect of Termination and Abandonment.......................16
         6.6      Extension, Waiver...........................................17

ARTICLE 7 -       SURVIVAL OF REPRESENTATIONS AND
                    WARRANTIES, INDEMNIFICATION...............................17
         7.1      Survival of Representations and Warranties..................17
         7.2      Indemnification.............................................17
         7.3      Procedure for Claims........................................17
         7.4      Third Party Claims..........................................18

ARTICLE 8 -       GENERAL PROVISIONS..........................................18
         8.1      Notices.....................................................18
         8.2      Assignment; Binding Effect..................................19
         8.3      Entire Agreement............................................19
         8.4      Amendment...................................................19
         8.5      Governing Law...............................................19
         8.6      Counterparts................................................20
         8.7      Headings....................................................20
         8.8      Interpretation..............................................20
         8.9      Waivers.....................................................20
         8.10     Incorporation...............................................20
         8.11     Severability................................................20
         8.12     Enforcement of Agreement....................................20
         8.13     Subsidiaries................................................20





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                          AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND PLAN OF MERGER (this  "Agreement")  dated as of December
31, 1999 among Entrade Inc. ("Entrade"),  a Pennsylvania  corporation;  Positive
Asset  Remarketing,   Inc.  ("PAR"),  a  Nevada   corporation;   Positive  Asset
Remarketing,  Inc. ("Old PAR"),  a  Massachusetts  corporation;  Robert D. Kohn,
Benjamin  Kafka,  and Mark Quinn,  the  individual  stockholders  of PAR (each a
"Stockholder" and, together, the "Stockholders"); and Entrade Merger Subsidiary,
Inc. (the "Merger Sub"), a Nevada  corporation and a wholly owned  subsidiary of
Entrade.

                                    Recitals:

         PAR owns 7,350 shares (the "AsseTrade  Stock") of Class A Voting Common
Stock of asseTrade.com, Inc. ("AsseTrade"), a Delaware corporation. PAR acquired
the AsseTrade Stock from Old PAR on or about September 20, 1999.

         The Boards of Directors  of PAR and Entrade  have  approved and deem it
advisable  and  in  the  best  interests  of  their  respective   companies  and
shareholders  to  consummate  the  merger  (the  "Merger")   described  in  this
Agreement.  Pursuant to the Merger, the Merger Sub will merge with and into PAR,
which will result in PAR becoming a wholly owned subsidiary of Entrade,  and the
outstanding shares of Common Stock of PAR will be converted into an aggregate of
900,000 shares of Common Stock of Entrade  (subject to adjustment as hereinafter
provided).

         For federal income tax purposes, it is intended that the Merger qualify
as a  reorganization  under the  provisions  of Section  368(a)(1) of the United
States Internal Revenue Code of 1986, as amended (the "Code").

         NOW,   THEREFORE,   in   consideration   of  the  foregoing,   and  the
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement,  the parties hereto,  intending to be legally bound,  hereby agree as
follows:

                                    ARTICLE 1
                                   THE MERGER


         1.1 The Merger. Pursuant to the Plan of Merger in the form of Exhibit A
hereto (the "Plan of Merger"), at the Effective Time (hereinafter  defined), the
Merger Sub shall be merged with and into PAR in accordance  with the  applicable
provisions  of the  laws of the  State of  Nevada.  PAR  shall be the  surviving
corporation in the Merger and shall continue its corporate  existence  under the
laws of the State of  Nevada.  As a result  of the  Merger,  PAR shall  become a
wholly owned subsidiary of Entrade.  At the Effective Time: (a) each outstanding
share of Common Stock of PAR ("PAR Common  Stock") shall be converted into 1,125

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shares of Common Stock, no par value, of Entrade  ("Entrade Common Stock");  (b)
each share of PAR Common Stock held as treasury stock shall be canceled; and (c)
each outstanding  share of Common Stock, $.01 par value, of the Merger Sub shall
be  canceled  and  converted  into one  share of common  stock of the  surviving
corporation,  PAR,  which  shall be then owned by Entrade.  Notwithstanding  the
foregoing,  if the Form S-4 (as hereinafter defined) has not become effective on
or  before  that  date  which  is four  (4)  months  following  the date of this
Agreement,  the Plan of Merger shall be amended  without  further  action of the
parties to provide  that each  outstanding  share of PAR Common  Stock  shall be
converted in the Merger into 1,250 shares of Entrade  Common Stock,  so that the
aggregate number of shares of Entrade Common Stock issued to the Stockholders in
the Merger shall be  increased  from 900,000  shares to  1,000,000  shares.  The
shares of Entrade  Common  Stock  issued to the  Stockholders  in the Merger are
sometimes  hereinafter  referred to as the "Entrade  Shares." Upon conversion as
aforesaid,  all  outstanding  shares of PAR Common  Stock shall be canceled  and
cease to exist, and each certificate theretofore  representing any shares of PAR
Common Stock shall be exchanged for  certificates  representing  Entrade  Common
Stock as herein  provided.  No fractional  shares of Entrade Common Stock and no
scrip or certificates therefor will be issued in connection with the Merger. Any
former  holder of PAR Common Stock who would  otherwise be entitled to receive a
fraction of a share of Entrade  Common Stock shall receive,  in lieu thereof,  a
check for cash in an amount equal to such fraction of a share  multiplied by the
closing price of Entrade  Common Stock on the New York Stock  Exchange  ("NYSE")
(or other applicable exchange as hereinafter  provided) on the first day Entrade
Common Stock is traded after the Effective Time.

         1.2 Effective Time. The term  "Effective  Time" shall mean the time and
date  which is (a) the date and time of the  filing  of the  articles  of merger
relating to the Merger with the  Secretary of the State of Nevada (or such other
date and time as may be  specified  in such  certificate  as may be permitted by
law) or (b) such other time and date as PAR and Entrade may agree.

         1.3 The Closing. Subject to the terms and conditions of this Agreement,
the closing of the  transactions  described in this  Agreement  (the  "Closing")
shall  take place (a) at the  offices  of Duane,  Morris &  Heckscher  LLP,  One
Liberty Place, 1650 Market Street,  Philadelphia,  Pennsylvania  19103-7396,  at
10:00 a.m., local time, on the first business day following the day on which the
last to be fulfilled or waived of the conditions set forth in Article 5 shall be
fulfilled or waived in  accordance  herewith or (b) at such other time,  date or
place as PAR and  Entrade  may agree.  The date on which the  Closing  occurs is
hereinafter referred to as the "Closing Date."

         1.4 Directors.  The directors of PAR immediately prior to the Effective
Time  shall  resign  as  directors  of PAR as of the  Effective  Time,  and  the
directors of the Merger Sub immediately prior to the Effective Time shall become
the directors of PAR,  until their  successors  are duly appointed in accordance
with applicable law.




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<PAGE>


         1.5 Officers.  The officers of PAR  immediately  prior to the Effective
Time shall resign as officers of PAR as of the Effective  Time, and the officers
of the Merger  Sub  immediately  prior to the  Effective  Time shall  become the
officers of PAR, until their  successors  are duly appointed in accordance  with
applicable law.

         1.6  Post-Closing  Rights.  If at any time during the twelve (12) month
period  following the Closing Date GE Equity ("GE"),  either in conjunction with
Internet  Capital Group ("ICG") or otherwise,  makes an investment in AsseTrade,
and if the then  shareholders  of AsseTrade are granted rights or options of any
kind as a part of that  transaction  (including,  by way of  example,  rights to
purchase  additional  AsseTrade shares in an initial public offering),  then the
Stockholders  shall  together be entitled to receive fifty percent (50%) of such
rights  and  options  (shared  pro  rata in  accordance  with  their  respective
interests in PAR at the Effective  Time)  attributable  to the AsseTrade  Stock.
Entrade shall notify each of the  Stockholders if and when there is an agreement
with GE (either in conjunction  with ICG or otherwise)  granting any such rights
or options, which notification shall include the applicable terms and conditions
of such  agreement.  Within  thirty (30) days  following  their  receipt of such
notice,  but in any  event  prior to any  exercise  date  specified  in any such
agreement  with GE (and, if  applicable,  ICG),  the  Stockholders  shall notify
Entrade whether they intend to exercise such rights or options.  Any Stockholder
electing  to exercise  any such right or option  shall  assume and hold  Entrade
harmless  with respect to all  corresponding  obligations,  and shall enter into
such agreements with Entrade, AsseTrade, and GE (and, if applicable, ICG) as may
be reasonably  required to confirm such election and assumption of  obligations.
If a  Stockholder  elects not to exercise  such  rights or options,  or fails to
notify  Entrade of its intent  within the  aforesaid  notice  period,  then such
rights and options shall revert to Entrade.


                                    ARTICLE 2
       REPRESENTATIONS AND WARRANTIES OF PAR, OLD PAR AND THE STOCKHOLDERS

         Except as set forth in the disclosure letter delivered to Entrade at or
prior to the execution  hereof (the "PAR Disclosure  Letter"),  each of PAR, Old
PAR and the Stockholders  jointly and severally represent and warrant to Entrade
as of the date of this Agreement as follows:


         2.1 Existence; Good Standing;  Corporate Authority. Each of PAR and Old
PAR is a corporation  duly  incorporated,  validly existing and in good standing
under,  respectively,  the  laws of the  State  of  Nevada  and the  laws of the
Commonwealth of Massachusetts, is duly licensed or qualified to do business as a
foreign corporation and is in good standing under the laws of any other state of
the United States in which the character of the properties owned or leased by it






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<PAGE>


or in which the transaction of its business makes such qualification  necessary,
except where the failure to be so qualified or to be in good standing  would not
have a  material  adverse  effect on the  business,  results  of  operations  or
financial condition of PAR or Old PAR (a "PAR Material Adverse Effect"). Each of
PAR and Old PAR has all requisite  corporate power and authority to own, operate
and lease its properties and carry on its business as now conducted.  The copies
of the Articles of  Incorporation  and Bylaws of PAR and Old PAR previously made
available to Entrade are true and correct and have not been  modified or amended
except as set forth therein.

         2.2 Authorization,  Validity and Effect of Agreements.  Each of PAR and
Old PAR has the requisite  corporate  power and authority to execute and deliver
this  Agreement  and  all  agreements  and  documents  to be  executed  by it as
described  herein.  The  consummation  by PAR and  Old  PAR of the  transactions
described  herein has been duly  authorized by all requisite  corporate  action.
This Agreement  constitutes,  and all agreements and documents  described herein
(when  executed  and  delivered   pursuant   hereto  for  value  received)  will
constitute,  the  valid  and  binding  obligations  of  PAR,  Old  PAR  and  the
Stockholders  enforceable in accordance with their respective terms,  subject to
applicable bankruptcy,  insolvency, moratorium or other similar laws relating to
creditors' rights and general principles of equity.

         2.3 Capitalization of PAR. The authorized capital stock of PAR consists
of 25,000 shares of Common Stock, $.01 par value, of which 800 shares are issued
and  outstanding.  PAR has no  outstanding  bonds,  debentures,  notes  or other
obligations  the  holders  of  which  have  the  right  to vote  (or  which  are
convertible  into or exercisable  for securities  having the right to vote) with
the Stockholders on any matter.  All issued and outstanding shares of PAR Common
Stock are duly authorized, validly issued, fully paid, nonassessable and free of
preemptive rights, and are owned of record and beneficially by the Stockholders.
There are not at the date of this  Agreement  any  existing  options,  warrants,
calls,  subscriptions,  convertible securities,  or other rights,  agreements or
commitments  which  obligate  PAR to issue,  transfer  or sell any shares of its
capital stock.

         2.4 AsseTrade Stock. PAR owns the AsseTrade Stock free and clear of all
liens,  pledges,  security  interests,  claims or other encumbrances  ("Liens"),
except  as  set  forth  in  the  PAR  Disclosure  Letter.  The  AsseTrade  Stock
constitutes  17.47% of the issued and outstanding Class A Voting Common Stock of
AsseTrade.  Each  of the  shares  of  AsseTrade  Stock  owned  by  PAR  is  duly
authorized,  validly issued, fully paid and nonassessable.  There are not at the
date of this Agreement any existing  options,  warrants,  calls,  subscriptions,
convertible  securities,  or  other  rights,  agreements  or  commitments  which
obligate AsseTrade to issue, transfer or sell any shares of its capital stock.

         2.5 Other Interests.  Except for its interest in AsseTrade, PAR owns no
interest or investment (whether equity or debt) in any corporation, partnership,
joint venture, business, trust or entity.




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         2.6  Other  Assets or  Liabilities.  As of the date  hereof  and at the
Effective  Time, PAR has and will have no properties or assets of any kind other
than the AsseTrade Stock. As of the date hereof,  at the time of the transfer of
the AsseTrade Stock from Old PAR to PAR, and at the Effective Time,  neither PAR
nor Old PAR has, had or will have any  liabilities,  obligations  or  guaranties
accrued, absolute, contingent or otherwise.

         2.7  Contracts.  Except  as set  forth  in the PAR  Disclosure  Letter,
neither PAR nor Old PAR is a party to any  contract,  agreement,  commitment  or
obligation of any kind.

         2.8      No Conflict; Required Filings and Consents.

                  (1) The execution  and delivery of this  Agreement by PAR, Old
PAR  and  the  Stockholders,  and  the  consummation  by  PAR,  Old  PAR and the
Stockholders of the transactions described herein will not, (i) conflict with or
violate  the  articles  of  incorporation  or  by-laws  of PAR or Old PAR,  (ii)
conflict with or violate any law, rule,  regulation,  order,  judgment or decree
applicable to PAR, Old PAR or the Stockholders or by which any property or asset
of PAR, Old PAR or the Stockholders is bound or affected, or (iii) result in any
breach of or  constitute  a default  (or an event  which with notice or lapse of
time or both  would  become a default)  under,  result in the loss of a material
benefit under,  or give to others any right of purchase or sale, or any right of
termination, amendment, acceleration,  increased payments or cancellation of, or
result in the creation of a lien or other  encumbrance  on any property or asset
of PAR,  Old PAR or the  Stockholders  pursuant  to any  note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which PAR, Old PAR or any  Stockholder is a party or
by which PAR,  Old PAR or any  Stockholder  or any property or asset of PAR, Old
PAR or any Stockholder is bound or affected.

                  (2) The execution  and delivery of this  Agreement by PAR, Old
PAR and the  Stockholders  do not, and the performance of this Agreement and the
consummation by PAR, Old PAR or the Stockholders of the  transactions  described
herein will not, require any consent,  approval,  authorization or permit of, or
filing  with or  notification  to, any  governmental  or  regulatory  authority,
domestic or foreign (each a  "Governmental  Entity"),  except for (i) applicable
requirements,  if any, of the Securities Act of 1933 (the "Securities Act"), the
Exchange  Act of 1934 (the  "Exchange  Act"),  state  securities  laws and state
takeover laws,  (ii) filing of appropriate  merger  documentation  as Nevada law
shall require, and (iii) applicable requirements of the Code and state and local
tax laws.

         2.9  Litigation.  There are no actions,  suits,  audits or  proceedings
pending against PAR or Old PAR or, to the knowledge of PAR or the  Stockholders,
threatened  against  PAR or Old PAR,  at law or in  equity,  or before or by any
federal or state commission, board, bureau, agency or instrumentality.









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<PAGE>



         2.10  Financial  Statements.  Neither PAR nor Old PAR has had financial
statements  prepared for it, by management  or otherwise,  for any period during
the last three (3) years.

         2.11     Taxes.

                  (1) Each of PAR and Old PAR have  filed  all tax  returns  and
reports  required to be filed by it (if any), or requests for extensions to file
such returns or reports have been timely filed and granted and have not expired,
and all tax returns and reports are complete and accurate in all respects.  Each
of PAR and Old PAR has paid all Taxes due and owing and no deficiencies  for any
Taxes have been proposed,  asserted or assessed  against PAR or Old PAR that are
not  adequately  reserved for. No requests for waivers of the time to assess any
taxes against PAR or Old PAR have been granted or are pending.

                  (2) Each of PAR and Old PAR has satisfied all federal,  state,
local and foreign tax requirements,  including but not limited to income, social
security and employment tax.

                  (3) There are no Liens for Taxes on any of PAR's or Old  PAR's
assets.

                  (4) As used in this Section  2.11,  "Taxes"  shall include all
federal,  state,  local and foreign income,  franchise,  property,  sales,  use,
excise  and other  taxes,  including  obligations  for  withholding  taxes  from
payments due or made to any other person or entity and any  interest,  penalties
or additions to tax.

         2.12 Employee  Benefit Plans.  Neither PAR nor Old PAR has any employee
benefit plans or programs of any kind  maintained  for the benefit of current or
former  employees or  directors  of PAR or Old PAR.  Neither PAR nor Old PAR has
ever had any employees.

         2.13 No Brokers.  Neither PAR, Old PAR nor any of the  Stockholders has
entered into any contract,  arrangement or understanding with any person or firm
which may result in the obligation of PAR, Old PAR, the Stockholders, Entrade or
the Merger Sub to pay any finder's  fees,  brokerage or agent's  commissions  or
other  like  payments  in  connection  with  the  negotiations  leading  to this
Agreement or the consummation of the transactions  described herein. Neither PAR
nor any of the  Stockholders  is aware of any claim for payment of any  finder's
fees, brokerage or agent's commissions or other like payments in connection with
the  negotiations   leading  to  this  Agreement  or  the  consummation  of  the
transactions described herein.







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<PAGE>


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                   OF ENTRADE

         Except  as set  forth in the  Entrade  Reports  (as  defined  below) or
otherwise  disclosed  in writing to the  Stockholders,  Entrade  represents  and
warrants to PAR, Old PAR and the  Stockholders  as of the date of this Agreement
as follows:

         3.1 Existence; Good Standing;  Corporate Authority. Each of Entrade and
the Merger Sub is a corporation duly incorporated,  validly existing and in good
standing under the laws of its  jurisdiction of  incorporation.  Entrade is duly
licensed or  qualified  to do business as a foreign  corporation  and is in good
standing  under the laws of any other  state of the  United  States in which the
character of the properties owned or leased by it or in which the transaction of
its business makes such qualification necessary,  except where the failure to be
so qualified or to be in good standing would not have a material  adverse effect
on the business, results of operations or financial condition of Entrade and its
subsidiaries  taken as a whole (an "Entrade Material Adverse  Effect").  Entrade
has all requisite  corporate  power and authority to own,  operate and lease its
properties  and to carry on its  business  as now  conducted.  The copies of the
Articles of  Incorporation  and Bylaws of Entrade and the Merger Sub  previously
made available to PAR and the  Stockholders  are true and correct,  and have not
been modified or amended except as set forth therein.

         3.2 Authorization,  Validity and Effect of Agreements.  Each of Entrade
and the Merger Sub has the  requisite  corporate  power and authority to execute
and deliver this Agreement and all agreements  and documents  described  herein.
Subject only to the approval of this  Agreement and the  transactions  described
herein by the holders of Entrade Common Stock,  the  consummation by Entrade and
the Merger Sub of the transactions  described herein has been duly authorized by
all requisite corporate action. This Agreement  constitutes,  and all agreements
and documents  described herein (when executed and delivered pursuant hereto for
value received) will  constitute,  the valid and legally binding  obligations of
Entrade and the Merger Sub,  enforceable  in  accordance  with their  respective
terms, subject to applicable bankruptcy, insolvency, moratorium or other similar
laws relating to creditors' rights and general principles of equity.


         3.3 Capitalization. The authorized capital stock of Entrade consists of
40,000,000  shares of  Entrade  Common  Stock and  4,000,000  shares of  Entrade
Preferred Stock. As of December 30, 1999 there were 15,066,561 shares of Entrade







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<PAGE>


Common Stock and no shares of Entrade  Preferred  Stock issued and  outstanding.
Since such date,  no  additional  shares of capital  stock of Entrade  have been
issued, except pursuant to Entrade's Restated 1985 Stock Option Plan, 1996 stock
option and 1996  disinterested  director  stock option plan (the "Entrade  Stock
Option Plans").  The authorized capital stock of the Merger Sub consists of 1000
shares of Common Stock, of which 100 shares are issued and  outstanding.  Except
as set forth in the Entrade  Reports or the Entrade  Stock Option  Plans,  or as
otherwise  disclosed  in writing to the  Stockholders,  neither  Entrade nor the
Merger Sub has any outstanding bonds, debentures, notes or other obligations the
holders  of which  have the  right to vote (or  which  are  convertible  into or
exercisable  for securities  having the right to vote) with the  stockholders of
Entrade or the Merger Sub on any matter.  All such issued and outstanding shares
of Entrade and the Merger Sub are duly authorized,  validly issued,  fully paid,
nonassessable  and  free of  preemptive  rights.  Except  as  described  in this
Agreement  or the Entrade  Reports or as  otherwise  disclosed in writing to the
Stockholders,  there are not at the date of this Agreement any existing options,
warrants,  calls,  subscriptions,   convertible  securities,  or  other  rights,
agreements  or  commitments  that  obligate  Entrade or the Merger Sub to issue,
transfer or sell any shares of capital stock.

         3.4      No Conflict; Required Filings and Consents.

                  (1) The  execution  and delivery of this  Agreement by Entrade
and the Merger Sub does not, and the  consummation  by Entrade or the Merger Sub
of the  transactions  described  herein will not, (i)  conflict  with or violate
their respective  articles of  incorporation  or by-laws,  (ii) conflict with or
violate any law,  rule,  regulation,  order,  judgment or decree  applicable  to
Entrade or the Merger  Sub or by which any  property  or asset of Entrade or the
Merger Sub is bound or affected,  or (iii) result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  result in the loss of a  material  benefit  under,  or give to
others any right of purchase or sale,  or any right of  termination,  amendment,
acceleration,  increased  payments or cancellation of, or result in the creation
of a Lien on any property or asset of Entrade or the Merger Sub pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other  instrument  or obligation to which Entrade or the Merger Sub
is a party or by which  Entrade or the Merger  Sub or any  property  or asset of
Entrade or the Merger Sub is bound or affected, in each case except for any such
conflicts,  defaults  or  violations  that  would  not,  individually  or in the
aggregate, have an Entrade Material Adverse Effect.

                  (2) The  execution  and delivery of this  Agreement by Entrade
and  the  Merger  Sub do not,  and the  performance  of this  Agreement  and the
consummation by Entrade and the Merger Sub of the transactions  described herein
will not require any consent,  approval,  authorization  or permit of, or filing
with or  notification  to any  Governmental  Entity,  except for (i)  applicable
requirements,  if any, of the Securities Act, the Exchange Act, state securities
laws and state takeover laws,  and the NYSE,  (ii) filing of appropriate  merger
documentation as Nevada law shall require, and (iii) applicable  requirements of
the Code and  state  and  local  tax  laws and the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976.




                                       8
<PAGE>


         3.5 SEC Documents.  Entrade has filed all forms,  reports and documents
required to be filed by it with the  Securities  and  Exchange  Commission  (the
"SEC") since August 19, 1999 (collectively,  the "Entrade Reports"). As of their
respective  dates,  the Entrade Reports,  and any such reports,  forms and other
documents  filed by Entrade  with the SEC after the date of this  Agreement  (a)
complied,  or  will  comply,  as to  form  in all  material  respects  with  the
applicable  requirements  of the Securities Act, the Exchange Act, and the rules
and  regulations  thereunder  and (b) did not,  or will not,  contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. The representation
in clause (b) of the preceding  sentence shall not apply to any  misstatement or
omission in any Entrade  Report filed prior to the date of this  Agreement  that
was  superseded by a subsequent  Entrade  Report filed prior to the date of this
Agreement  that  specifically  corrected  such  misstatement  or omission in the
applicable  Entrade  Report,  or to any  misstatement or omission in any Entrade
Report  that was based on  information  provided to Entrade by PAR or any of the
Stockholders.

         3.6 No Brokers. Entrade has not entered into any contract,  arrangement
or  understanding  with any person or firm that may result in the  obligation of
Entrade,  the Merger  Sub,  Par or the  Stockholders  to pay any  finder's  fee,
brokerage or agent's  commissions or other like payments in connection  with the
negotiations  leading to this Agreement or the  consummation of the transactions
described herein.  Entrade is not aware of any claim for payment of any finder's
fees, brokerage or agent's commissions or other like payments in connection with
the  negotiations   leading  to  this  Agreement  or  the  consummation  of  the
transactions described herein.

                                    ARTICLE 4
                                    COVENANTS

         4.1 Alternative Proposals. Prior to the Effective Time, each of PAR and
the  Stockholders  agrees  (a) that it shall  not and  shall  not  permit  PAR's
officers, directors,  employees, agents and representatives (including,  without
limitation,  any investment banker,  attorney or accountant retained by PAR) to,
initiate,  solicit or encourage,  directly or  indirectly,  any inquiries or the
making or  implementation  of any  proposal  or offer with  respect to a merger,
acquisition, consolidation or similar transaction involving, any purchase of (i)
any of the  outstanding  shares of PAR Common Stock or (ii) any of the AsseTrade
Stock  (any  such  proposal  or  offer  being  hereinafter  referred  to  as  an
"Alternative Proposal") or engage in any negotiations concerning, or provide any
confidential  information or data to, or have any  discussions  with, any person
relating to an  Alternative  Proposal  (excluding  the Merger  described in this
Agreement),  or otherwise  facilitate any effort or attempt to make or implement
an Alternative Proposal;  and (b) that it will notify Entrade immediately if any
such  inquiries or proposals are received by, any such  information is requested
from,  or any such  negotiations  or  discussions  are sought to be initiated or
continued with it.




                                       9
<PAGE>


         4.2      Interim Operations.

                  (1) Prior to the Effective Time, except as may be described in
any other provision of this  Agreement,  unless Entrade has consented in writing
thereto,  each of the  Stockholders  and PAR: (i) shall cause PAR to conduct its
operations according to their usual, regular and ordinary course; (ii) shall not
amend the  articles of  incorporation  or bylaws of PAR;  (iii)  shall  promptly
notify  Entrade  of any  material  breach  of  any  representation  or  warranty
contained herein or any PAR Material  Adverse Effect;  (iv) shall not permit PAR
to (x) issue  any  shares  of its  capital  stock,  effect  any  stock  split or
otherwise  change its  capitalization  as it existed on the date hereof,  or (y)
grant, confer or award any option,  warrant,  conversion right or other right to
acquire  any  shares of its  capital  stock;  (v) shall  not  permit  PAR to (x)
declare, set aside or pay any dividend or make any other distribution or payment
with respect to any shares of PAR's capital stock or other  ownership  interests
or (y) directly or indirectly  redeem,  purchase or otherwise acquire any shares
of its capital stock or make any commitment for any such action;  (vi) shall not
permit  PAR to sell,  lease or  otherwise  dispose of any of its  assets,  or to
acquire any business or assets; (vii) shall not, and shall not permit PAR to (x)
enter  into any  contract  or  agreement  of any kind or (y) incur any amount of
indebtedness  for  borrowed  money or any other  obligation  or liability of any
kind, make any loans,  advances or capital  contributions to, or investments in,
any other  person,  or issue or sell any debt  securities;  and (viii) shall not
permit PAR to mortgage or  otherwise  encumber or subject to any lien any of its
properties.

                  (2) Prior to the Effective Time, except as otherwise described
in this Agreement,  unless PAR has consented in writing  thereto,  Entrade:  (i)
shall not effect any stock split of its capital stock; (ii) shall not effect any
stock  dividend of its capital  stock;  (iii) shall  promptly  notify PAR of any
breach  of any  representation  or  warranty  contained  herein  or any  Entrade
Material  Adverse  Effect;  and  (iv)  shall  promptly  deliver  to PAR  and the
Stockholders true and correct copies of any report,  statement or schedule filed
with the SEC subsequent to the date of this Agreement.

         4.3  Meeting of  Entrade  Stockholders.  Entrade  shall take all action
necessary in accordance  with  applicable law and its Articles of  Incorporation
and Bylaws to convene a meeting of its  shareholders  as promptly as practicable
to consider and vote upon the approval of this Agreement, the Plan of Merger and
the Merger. The Board of Directors of Entrade shall recommend such approval, and
Entrade  shall  take all  lawful  action to solicit  such  approval,  including,
without limitation,  timely mailing the Proxy Statement/Prospectus  (hereinafter
defined); provided, however, that such recommendation or solicitation is subject
to any action (including any withdrawal or change of its  recommendation)  taken
by, or upon  authority  of, the Board of Directors of Entrade in the exercise of
its good faith judgment as to its fiduciary duties to its  shareholders  imposed
by law.




                                       10
<PAGE>


         4.4 Filings,  Other Action.  Subject to the terms and conditions herein
provided,  Entrade and PAR shall:  (a) use all  reasonable  efforts to cooperate
with one another in (i) determining  which filings are required to be made prior
to  the  Effective  Time  with,  and  which  consents,   approvals,  permits  or
authorizations  are required to be obtained  prior to the  Effective  Time from,
governmental or regulatory  authorities of the United States, the several states
and foreign  jurisdictions in connection with the execution and delivery of this
Agreement and the  consummation of the  transactions  described  herein and (ii)
timely making all such filings and timely seeking all such consents,  approvals,
permits or  authorizations,  including  but not limited to all filings  required
under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the expiration
of any  applicable  waiting  period(s)  thereunder;  and (b) use all  reasonable
efforts to take,  or cause to be taken,  all other action and do, or cause to be
done, all other things  necessary,  proper or appropriate to consummate and make
effective the  transactions  described in this Agreement.  If, at any time after
the Effective  Time,  any further  action is necessary or desirable to carry out
the purpose of this Agreement, the proper officers and directors of PAR, Old PAR
and Entrade shall take all such necessary action.

         4.5 Inspection of Records.  From the date hereof to the Effective Time,
each of PAR and Entrade  shall:  (i) allow all designated  officers,  attorneys,
accountants  and other  representatives  of the other  reasonable  access at all
reasonable times to the offices, records and files,  correspondence,  audits and
properties,  as well as to all information  relating to commitments,  contracts,
titles and  financial  position,  or  otherwise  pertaining  to the business and
affairs,  of PAR, Old PAR and Entrade and its Subsidiaries,  as the case may be,
(ii) furnish to the other, the other's counsel, financial advisors, auditors and
other  authorized  representatives  such  financial and operating data and other
information  as such persons may  reasonably  request and (iii)  instruct  their
respective  employees,  counsel and  financial  advisors to  cooperate  with the
investigation of the respective businesses of each.

         4.6  Publicity.  The initial press release  relating to this  Agreement
shall be a joint press release  approved by both parties and thereafter  Entrade
and  PAR  shall,  subject  to  their  respective  legal  obligations  (including
requirements of stock exchanges and other similar  regulatory  bodies),  consult
with each other, and use reasonable  efforts to agree upon the text of any press
release,  before  issuing  any such press  release or  otherwise  making  public
statements with respect to the transactions described herein.

         4.7  Registration  Statement.  Entrade  and  PAR  shall  cooperate  and
promptly  prepare and Entrade  shall file with the SEC as soon as  practicable a
Registration  Statement on Form S-4 (the "Form S-4") under the  Securities  Act,
with respect to Entrade  Common Stock  issuable in the Merger,  which shall also




                                       11
<PAGE>


serve as the proxy statement with respect to the meeting of the  shareholders of
Entrade in connection  with the Merger (the "Proxy  Statement/Prospectus").  The
respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to
comply as to form in all material respects with the applicable provisions of the
Securities  Act,  the  Exchange  Act and the rules and  regulations  thereunder.
Entrade shall use all reasonable efforts,  and PAR shall cooperate with Entrade,
to have the Form S-4 declared  effective by the SEC as promptly as  practicable,
and to keep the Form S-4  effective as long as is necessary  to  consummate  the
Merger. Entrade shall, as promptly as practicable, provide copies of any written
comments  received  from  the SEC  with  respect  to the Form S-4 to PAR and the
Stockholders  and advise PAR and the  Stockholders  of any verbal  comments with
respect  to the Form S-4  received  from the  SEC.  Entrade  shall  use its best
efforts to obtain,  prior to the  effective  date of the Form S-4, all necessary
state  securities  law or "blue sky" permits or approvals  required to carry out
the  transactions  described in this  Agreement.  Entrade  agrees that the Proxy
Statement/Prospectus  and each  amendment or  supplement  thereto at the time of
mailing thereof and at the time of the meetings of shareholders of Entrade,  or,
in the case of the Form S-4 and each  amendment or  supplement  thereto,  at the
time it is filed or becomes effective, will not include an untrue statement of a
material fact or omit 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;  provided,  however,  that the foregoing
shall not apply to the extent that any such untrue  statement of a material fact
or omission to state a material fact was made by Entrade in reliance upon and in
conformity with written information  concerning PAR, Old PAR or the Stockholders
furnished to Entrade by PAR, Old PAR or the Stockholders specifically for use in
the Proxy  Statement/Prospectus or any amendment or supplement thereto. PAR, Old
PAR and the  Stockholders  agree that the  written  information  concerning  PAR
provided by it or them for inclusion in the Proxy  Statement/Prospectus and each
amendment or supplement  thereto, at the time of mailing thereof and at the time
of the  meeting  of  shareholders  of  Entrade,  or,  in  the  case  of  written
information  concerning PAR, Old PAR or the Stockholders  provided for inclusion
in the Form S-4 or any amendment or supplement  thereto, at the time it is filed
or becomes effective, will not include an untrue statement of a material fact or
omit 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.  Entrade will advise PAR and the Stockholders  promptly of
the time when the Form S-4 has become  effective or any  supplement or amendment
has  been  filed,  the  issuance  of  any  stop  order,  the  suspension  of the
qualification of Entrade Common Stock issuable in connection with the Merger for
offering or sale in any jurisdiction, or any request by the SEC for amendment of
the Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses
thereto or requests by the SEC for additional information.

         4.8 Listing  Application.  Entrade shall promptly prepare and submit to
the NYSE a listing  application  covering  the  shares of Entrade  Common  Stock
issuable in the Merger, and shall use reasonable efforts to obtain, prior to the
Effective Time, approval for such listing of such Entrade Common Stock,  subject
to official notice of issuance.



                                       12
<PAGE>


         4.9 Further Action. Each party hereto shall, subject to the fulfillment
at or before the Effective  Time of each of the  conditions of  performance  set
forth herein or the waiver  thereof,  perform such further acts and execute such
documents as may be reasonably required to effect the Merger.

         4.10 Expenses. Whether or not the Merger is consummated,  all costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
described  herein shall be paid by the party  incurring such expenses  except as
expressly  provided herein and except that (a) the filing fee in connection with
the  filing of the Form S-4 or Proxy  Statement/Prospectus  with the SEC and (b)
the expenses  incurred in connection  with printing and mailing the Form S-4 and
the Proxy Statement/Prospectus, shall be borne by Entrade.

         4.11  Restrictions  on Transfers of the Entrade  Shares.  Prior to that
date  which  is six  (6)  months  following  the  date of  this  Agreement,  the
Stockholders shall not sell, transfer or otherwise dispose of, in the aggregate,
more than that number of Entrade Shares determined as provided  hereinafter (the
"Saleable  Entrade  Shares").  The number of Saleable Entrade Shares shall be as
follows:  (a) 200,000  Entrade Shares shall be saleable,  i.e., free of transfer
restrictions under this Agreement ("saleable"), as of the Effective Time; (b) an
additional  350,000 Entrade Shares shall be saleable from and after the later to
occur of (i) that date  which is three  (3)  months  following  the date of this
Agreement,  and (ii) the Effective  Time;  and (c) all remaining  Entrade Shares
shall be  saleable  from and after the later to occur of (i) that date  which is
six (6) months  following  the date of this  Agreement,  and (ii) the  Effective
Time. The Stockholders acknowledge and agree that any certificate evidencing the
Entrade Shares shall bear a legend setting forth the aforesaid  restrictions  on
transfers.  The  restrictions  provided for herein shall  terminate  and have no
further  effect on that date which is described  under (c) of this Section 4.11.
The Stockholders  further acknowledge that the restrictions  provided for herein
are in  addition  to any and all other  restrictions  on  transfers  that may be
applicable  to the Entrade  Shares or the  Stockholders  under federal and state
securities laws or regulations or under the rules of the NYSE.

                                    ARTICLE 5
                                   CONDITIONS

         5.1  Conditions to Each Party's  Obligation  to Effect the Merger.  The
respective obligation of each party to effect the Merger shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions:





                                       13
<PAGE>


                  (1) This Agreement and the transactions described herein shall
have been approved in the manner required by applicable law or by the applicable
regulations of any stock exchange or other  regulatory body, as the case may be,
and by the  holders  of the issued and  outstanding  shares of capital  stock of
Entrade.

                  (2) None of the parties  hereto  shall be subject to any order
or  injunction  of  a  court  of  competent   jurisdiction  that  prohibits  the
consummation of the transactions  described in this Agreement.  In the event any
such order or  injunction  shall have been issued,  each party agrees to use its
reasonable efforts to have any such injunction lifted.

                  (3) The Form S-4  shall  have  become  effective  and shall be
effective at the Effective Time, and no stop order  suspending  effectiveness of
the  Form  S-4  shall  have  been  issued,  no  action,   suit,   proceeding  or
investigation  by the SEC to suspend the  effectiveness  thereof shall have been
initiated and be continuing,  or, to the knowledge of Entrade,  threatened,  and
all necessary  approvals under state securities laws relating to the issuance or
trading of Entrade Common Stock to be issued to the  Stockholders  in connection
with the Merger shall have been received.

                  (4) All consents, authorizations,  orders and approvals of (or
filings  or  registrations  with) any  governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance  of this  Agreement  shall have been  obtained  or made,  except for
filings in  connection  with the Merger and any other  documents  required to be
filed  after the  Effective  Time and  except  where,  in the  opinion of PAR or
Entrade,  as the case may be,  the  failure  to have  obtained  or made any such
consent, authorization, order, approval, filing or registration would not have a
material  adverse  effect on the  business,  results of  operations or financial
condition of PAR and Entrade, taken as a whole, following the Effective Time.

                  (5) Entrade Common Stock to be issued to the  Stockholders  in
connection  with the Merger  shall have been  approved  for listing on the NYSE,
subject only to official notice of issuance.

         5.2 Conditions to Obligation of PAR and the  Stockholders to Effect the
Merger. The obligation of PAR and the Stockholders to effect the Merger shall be
subject to the  fulfillment  at or prior to the  Closing  Date of the  following
conditions:


                                       14
<PAGE>


                  (1) Entrade shall have performed in all material  respects its
agreements  contained in this Agreement  required to be performed on or prior to
the Closing Date, the  representations  and  warranties of Entrade  contained in
this  Agreement and in any document  delivered in connection  herewith  shall be
true and correct as of the  Closing  Date,  except (i) for changes  specifically
permitted by this Agreement and (ii) that those  representations  and warranties
that address  matters only as of a particular date shall remain true and correct
as of such date, and PAR and the Stockholders  shall have received a certificate
of the  President  or a Vice  President  of  Entrade,  dated the  Closing  Date,
certifying to such effect.

                  (2) From  the date of this  Agreement  through  the  Effective
Time,  there  shall not have  occurred  any change in the  financial  condition,
business or operations of Entrade and its  subsidiaries,  taken as a whole, that
would have or would be  reasonably  likely to have an Entrade  Material  Adverse
Effect.

         5.3  Conditions  to  Obligation of Entrade and the Merger Sub to Effect
the Merger.  The  obligation  of Entrade and the Merger Sub to effect the Merger
shall be  subject  to the  fulfillment  at or prior to the  Closing  Date of the
following conditions:

                  (1)  Each of PAR,  Old PAR  and the  Stockholders  shall  have
performed in all material respects its respective  agreements  contained in this
Agreement  required  to be  performed  on or  prior  to the  Closing  Date,  the
representations  and  warranties of PAR and the  Stockholders  contained in this
Agreement and in any document delivered in connection herewith shall be true and
correct as of the Closing Date, except (i) for changes specifically permitted by
this Agreement and (ii) that those  representations  and warranties that address
matters  only as of a  particular  date shall remain true and correct as of such
date, and Entrade shall have received a certificate of each of the  Stockholders
and of the President or a Vice  President of PAR and Old PAR,  dated the Closing
Date, certifying to such effect.

                  (2) From  the date of this  Agreement  through  the  Effective
Time,  there  shall not have  occurred  any change in the  financial  condition,
business or operations of PAR, Old PAR or AsseTrade  that would have or would be
reasonably likely to have a PAR Material Adverse Effect.

                  (3) There  shall have been  delivered  to Entrade an  opinion,
dated the Closing Date and addressed to Entrade,  of counsel to PAR, Old PAR and
the  Stockholders  as to such matters and in such form as Entrade may reasonably
request.

                                    ARTICLE 6
                                   TERMINATION

         6.1 Termination by Mutual Consent. This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective  Time,  before or
after the approval of this  Agreement  by the  shareholders  of Entrade,  by the
mutual consent of PAR and Entrade.

         6.2 Termination by Entrade or PAR. This Agreement may be terminated and
the  Merger  may be  abandoned  by action of the  Board of  Directors  of either
Entrade or PAR if (a) the  approval  of  Entrade's  shareholders  as required by
Section 4.3 shall not have been obtained at a meeting duly convened  therefor or




                                       15
<PAGE>


at any  adjournment  thereof,  or (b) a United States  federal or state court of
competent   jurisdiction  or  United  States  federal  or  state   governmental,
regulatory or  administrative  agency or commission  shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or
otherwise  prohibiting  the  transactions  described in this  Agreement and such
order,   decree,   ruling  or  other   action   shall  have  become   final  and
non-appealable;  provided,  that the party seeking to terminate  this  Agreement
pursuant  to this  clause (b) shall have used all  reasonable  efforts to remove
such injunction, order or decree.

         6.3  Termination  by Entrade.  This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time, before or after
the  approval by the  shareholders  of Entrade  referred  to in Section  4.3, by
action of the Board of Directors of Entrade,  if (a) in the exercise of its good
faith judgment as to fiduciary  duties to its  shareholders  imposed by law, the
Board of  Directors of Entrade  determines  that such  termination  is required;
provided  that  Entrade  shall  notify  PAR and  the  Stockholders  promptly  of
Entrade's  intention to  terminate  this  Agreement,  but in no event shall such
notice be given less than 48 hours prior to the public announcement of Entrade's
termination of this  Agreement,  or (b) there has been a breach by PAR or any of
the Stockholders of any  representation or warranty  contained in this Agreement
that would have or would be  reasonably  likely to have an PAR Material  Adverse
Effect, or (c) there has been a material breach of any of the material covenants
or agreements  set forth in this Agreement on the part of PAR, Old PAR or any of
the  Stockholders,  which  breach is not curable  or, if  curable,  is not cured
within 30 days after  written  notice of such breach is given by Entrade to PAR,
Old PAR and the Stockholders.

         6.4 Termination by PAR. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the  Effective  Time,  before or after the
approval by the shareholders of Entrade referred to in Section 4.3, by action of
the Board of Directors  of PAR, if (a) the Board of  Directors of Entrade  shall
have withdrawn or modified in a manner materially adverse to PAR its approval or
recommendation  of this Agreement or the Merger,  or (b) there has been a breach
by Entrade of any  representation  or warranty  contained in this Agreement that
would have or would be  reasonably  likely to have an Entrade  Material  Adverse
Effect, or (c) there has been a material breach of any of the material covenants
or agreements  set forth in this  Agreement on the part of Entrade or the Merger
Sub,  which  breach is not curable or, if curable,  is not cured  within 30 days
after written notice of such breach is given by PAR to Entrade.

         6.5 Effect of Termination and Abandonment.  In the event of termination
of this Agreement and the  abandonment of the Merger pursuant to this Article 6,
all obligations of the parties hereto shall terminate, except for the provisions



                                       16
<PAGE>


of Sections  8.2,  8.3,  8.5,  8.7,  8.8,  8.11,  8.12 and 8.13. In the event of
termination  of this  Agreement  pursuant to Section 6.3 or 6.4,  nothing herein
shall prejudice the ability of the non-breaching party from seeking damages from
any other  party for any willful  breach of this  Agreement,  including  without
limitation, reasonable attorneys' fees and the right to pursue any remedy at law
or in equity.

         6.6  Extension,  Waiver.  At any time prior to the Effective  Time, any
party hereto,  by action taken itself or by its Board of Directors,  may, to the
extent legally  allowed,  (a) extend the time for the  performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,   (b)  waive  any
inaccuracies in the  representations and warranties made to such party contained
herein or in any document  delivered  pursuant  hereto and (c) waive  compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid only if set forth in an  instrument  in writing  signed on
behalf of such party.

                                    ARTICLE 7
                         SURVIVAL OF REPRESENTATIONS AND
                           WARRANTIES, INDEMNIFICATION

         7.1 Survival of Representations  and Warranties.  All  representations,
warranties, covenants, stipulations,  certifications, indemnities and agreements
contained herein or in any document  delivered pursuant hereto shall survive the
consummation of the transactions described in this Agreement.

         7.2      Indemnification.

                  (1) Each of PAR, Old PAR and the  Stockholders  shall  jointly
and  severally  defend,  indemnify  and hold Entrade and the Merger Sub harmless
from and against any and all claims, liabilities,  damages, losses, deficiencies
and expenses,  including  reasonable  attorneys'  fees and expenses and costs of
suit  (individually a "Loss" and collectively  "Losses")  arising out of any and
all inaccurate representations and warranties and out of any and all breaches of
covenants, agreements and certifications made by or on behalf of PAR, Old PAR or
the  Stockholders in this Agreement or in any document  delivered by any of them
hereunder.

                  (2) Entrade shall defend,  indemnify and hold PAR, Old PAR and
the  Stockholders  harmless  from and against  any and all claims,  liabilities,
damages, losses, deficiencies and expenses, including reasonable attorneys' fees
and expenses and costs of suit (individually a "Loss" and collectively "Losses")
arising out of any and all inaccurate  representations and warranties and out of
any and all breaches of covenants and agreements and  certifications  made by or
on behalf of Entrade in this  Agreement or in any document  delivered by Entrade
hereunder.

       7.3 Procedure for Claims.  A party seeking  indemnification  under this
Article 7 (an "Indemnified Party") shall give notice of the claim for losses and
a brief  explanation of the basis thereof to the party alleged to be responsible
for indemnification  hereunder (an "Indemnitor").  The Indemnitor shall promptly
pay the  Indemnified  Party any amount due under this Article 7. The Indemnified
Party may pursue  whatever  legal  remedies may be available for recovery of the
losses claimed from any Indemnitor.



                                       17
<PAGE>




         7.4 Third Party Claims.  An Indemnified Party shall give any Indemnitor
prompt notice of the institution by a third party of any actions, suits or other
administrative  or  judicial  proceedings  if the  Indemnified  Party  would  be
entitled to claim  indemnification  under this Article 7 in connection  with any
such action, suit or other proceeding. After such notice, any Indemnitor may, or
if so requested by the Indemnified  Party, any Indemnitor shall,  participate in
any such action,  suit or other proceeding or assume the defense  thereof,  with
counsel  satisfactory  to the Indemnified  Party;  provided,  however,  that the
Indemnified  Party shall have the right to participate at its own expense in the
defense of any such action,  suit or other  proceeding;  and provided,  further,
that the Indemnitor shall not consent to the entry of any judgment or enter into
any settlement,  except with the written consent of the Indemnified  Party, that
(a) fails to include as an unconditional term thereof the giving by the claimant
or plaintiff to the Indemnified Party of a release from all liability in respect
of any such  action,  suit or other  proceeding  or (b) grants the  claimant  or
plaintiff any injunctive  relief against the Indemnified  Party.  Any failure to
give prompt notice under this Section 7.4 shall not bar an  Indemnified  Party's
right to claim  indemnification  under this Article 7, except to the extent that
an Indemnified Party shall have been harmed by such failure.

                                    ARTICLE 8
                               GENERAL PROVISIONS

         8.1  Notices.  Any  notice  required  to be  given  hereunder  shall be
sufficient  if in writing,  and sent by  facsimile  transmission  and by courier
service (with proof of service),  hand delivery or certified or registered  mail
(return  receipt  requested  and  first-class  postage  prepaid),  addressed  as
follows:

    If to Entrade:                      If to PAR, Old PAR or the Stockholders:
    Entrade Inc.                        Positive Asset Remarketing, Inc.
    500 Central Avenue                  521 Fellowship Road, Suite 130
    Northfield, IL  60093               Mt. Laurel, NJ 08054
    Attention: Mark Santacrose,         ttention: Robert Kohn
    President and CEO                   (856) 914-1546
    (847) 441-6959


    With copies to:                     With copies to:

    Duane, Morris & Heckscher LLP       Benjamin Kafka
    One Liberty Place                   Cordage Park
    Philadelphia, PA  19103-7396        Bldg. 3, Suite 307
    Attention:  Sheldon M. Bonovitz,    Plymouth, MA 02360
                Esquire                 (508) 732-7268
    (215) 979-1020

or to such other address as any party shall specify by written  notice so given,
and such  notice  shall  be  deemed  to have  been  delivered  as of the date so
telecommunicated, personally delivered or mailed.


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<PAGE>


         8.2 Assignment;  Binding Effect.  Neither this Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties  hereto  (whether by  operation of law or  otherwise)  without the prior
written  consent of the other parties or as  contemplated by the Plan of Merger.
Subject to the  preceding  sentence,  this  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and  assigns.  Notwithstanding  anything  contained  in  this  Agreement  to the
contrary, nothing in this Agreement, expressed or implied, is intended to confer
on any  person  other  than  the  parties  hereto  or  their  respective  heirs,
successors,   executors,   administrators  and  assigns  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

         8.3 Entire  Agreement.  This Agreement,  the Plan of Merger and the PAR
Disclosure Letter constitute the entire agreement among the parties with respect
to  the  subject   matter  hereof  and  supersede  all  prior   agreements   and
understandings  among the  parties  with  respect  thereto.  No  addition  to or
modification  of any provision of this Agreement shall be binding upon any party
hereto unless made in writing and signed by all parties hereto.

         8.4 Amendment.  This Agreement may be amended by the parties hereto, by
action taken by themselves or their respective Boards of Directors,  at any time
before or after approval of matters  presented in connection  with the Merger by
the  shareholders  of  Entrade,  but after  any such  shareholder  approval,  no
amendment  shall  be  made  which  by  law  requires  the  further  approval  of
shareholders without obtaining such further approval.  This Agreement may not be
amended  except  by an  instrument  in  writing  signed on behalf of each of the
parties hereto.

         8.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the  Commonwealth of Pennsylvania  without regard to
its rules of conflict of laws.






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<PAGE>



         8.6 Counterparts.  This Agreement may be executed by the parties hereto
in separate counterparts,  each of which when so executed and delivered shall be
an original,  but all such  counterparts  shall together  constitute one and the
same instrument.  Each counterpart may consist of a number of copies hereof each
signed by less than all, but  together  signed by all of the parties  hereto.  A
facsimile  copy of an executed  original of this  Agreement  shall have the same
force and effect as an executed original.

         8.7 Headings.  Headings of the Articles and Sections of this  Agreement
are for the  convenience  of the parties only, and shall be given no substantive
or interpretive effect whatsoever.

         8.8  Interpretation.  In this Agreement,  unless the context  otherwise
requires, words describing the singular number shall include the plural and vice
versa,  and words  denoting  any gender  shall  include  all  genders  and words
denoting  natural persons shall include  corporations  and partnerships and vice
versa.

         8.9  Waivers.  Except as provided in this  Agreement,  no action  taken
pursuant to this Agreement,  including, without limitation, any investigation by
or on behalf of any party,  shall be deemed to  constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or agreements  contained in this Agreement.  The waiver by any party hereto of a
breach of any provision  hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision hereunder.

         8.10  Incorporation.  The PAR Disclosure  Letter and the Plan of Merger
referred to herein are hereby incorporated herein and made a part hereof for all
purposes as if fully set forth herein.

         8.11  Severability.  Any term or provision of this  Agreement  which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

         8.12   Enforcement   of  Agreement.   The  parties  hereto  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  was not  performed  in  accordance  with  its  specific  terms or was
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce specifically the terms and provisions hereof in any court located in the
Commonwealth  of  Pennsylvania,  this being in addition  to any other  remedy to
which they are entitled at law or in equity.

         8.13  Subsidiaries.  As used in this Agreement,  the word  "Subsidiary"
when used with respect to any party means any corporation or other organization,
whether  incorporated  or  unincorporated,  of  which  such  party  directly  or
indirectly  owns or  controls  at  least  one-half  of the  securities  or other
interests having by their terms ordinary voting power to elect a majority of the
board of directors or others  performing  similar functions with respect to such
corporation or other organization,  or any organization of which such party is a
general partner or manager.




                                       20
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly  delivered on their behalf on the day and year first written
above.

                                     ENTRADE INC.

                                     By:_________________________________
                                          Title:

                                     POSITIVE ASSET REMARKETING, INC.
                                     (a Nevada corporation)

                                     By:_________________________________
                                          Title:

                                     POSITIVE ASSET REMARKETING, INC.
                                     (a Massachusetts corporation)
                                     By:_________________________________
                                          Title:


                                     STOCKHOLDERS:

                                     ____________________________________
                                     ROBERT D. KOHN

                                     ____________________________________
                                     BENJAMIN KAFKA

                                     ____________________________________
                                     MARK QUINN

                                     ENTRADE MERGER SUBSIDIARY, INC.

                                     By:_________________________________
                                          Title:












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