EXHIBIT 10.10


                                  ENTRADE INC.

                                SUBSCRIPTION AND
                       INVESTMENT REPRESENTATION AGREEMENT

Entrade Inc.
500 Central Avenue
Northfield, Illinois 60093

                                    ARTICLE 1

                        SUBSCRIPTION/JOINDER AND PURCHASE

          1.1  Subscription.  The undersigned  "Subscriber"  hereby  irrevocably
subscribes  for and agrees to purchase  15,625 Shares of the no par value common
stock of Entrade Inc., a  Pennsylvania  corporation  ("Company").  The price per
Share will be $32.00. The "Subscription  Price" set forth below the Subscriber's
signature  on  the  signature   page  to  this   Subscription   and   Investment
Representation  Agreement (this "Agreement") will establish the number of shares
the investor may purchase. Subscriber's subscription is subject to acceptance by
the Company, which acceptance shall only be evidenced by the Company's execution
of the  Acceptance  of  Subscription  attached  to and  forming  a part  of this
Agreement, and to the extent provided therein. The decision whether to accept or
reject Subscriber's subscription is within the sole discretion of the Company.

1.2 Acceptance. Subscriber's Subscription shall only be accepted if the Company,
in its sole discretion, executes the Acceptance of Subscription attached to this
Agreement.   The  date  on  which  the  Company   executes  such  Acceptance  of
Subscription is hereinafter referred to as the "Closing Date."

         1.3 Payment of Subscription  Price. The Subscriber  herewith tenders to
the  Company:  (i) a  check  payable  to  Entrade  Inc.,  in the  amount  of the
Subscription  Price, which check shall be promptly returned to Subscriber if the
Company elects not to accept Subscriber's  subscription for the Shares; and (ii)
a completed Internal Revenue Form W-9.


                                    ARTICLE 2

                         SUBSCRIBER REPRESENTATIONS AND
                        WARRANTIES AND INVESTOR AWARENESS

         2.1 Subscriber Representations and Warranties. The Subscriber makes the
following  representations  and warranties  with the intent that the same may be
relied upon in determining his suitability to purchase the Shares of the Company
and with the understanding that the availability of exemptions from registration
of the  offering  may  depend  upon the  accuracy  of such  representations  and
warranties.
<PAGE>


                  2.1.1  Knowledge of Terms and  Conditions.  The Subscriber has
         received and read, examined, analyzed and reviewed a copy of the S.E.C.
         Form 10-Q filed  November  12, 1999 with the  Securities  and  Exchange
         Commission  for the  quarter  ended  September  30,  1999,  Artra Group
         Incorporated Proxy  Statement/Prospectus dated August 20, 1999 and Form
         8-K's  dated  October 6, 1999 and  October 28, 1999 and Form 8-KA dated
         December 2, 1999 (the "SEC  Documents").  The  Subscriber  acknowledges
         that  the  Subscriber  has  been  offered  the  opportunity  to  obtain
         additional  information,  to verify  the  accuracy  of the  information
         contained  in the SEC  Documents,  to evaluate  the merits and risks of
         this investment with  independent  advisers and to ask questions of the
         Company and Anthony E. Rothschild,  General Counsel, covering the terms
         and conditions of the agreements and  transactions  contemplated by the
         Company,  and all such  questions  were  satisfactorily  answered.  The
         Subscriber  acknowledges  that  he has not  been  furnished  any  other
         offering literature or prospectus.

                  2.1.2 Not a Registered  Offering.  The Subscriber  understands
         that the Shares have not been and are not being registered  either with
         the  U.S.  Securities  and  Exchange  Commission  ("SEC")  or with  the
         secretary of state of the state of  incorporation  or place of business
         of the  Subscriber,  and are being  offered  and sold  pursuant  to the
         exemption from  registration  provided in Regulation D ("Regulation D")
         promulgated  under  the  Securities  Act of 1933 by the SEC (the  "1933
         Act"), and limited offering  exemptions provided in the "Blue Sky" laws
         of the states of  incorporation or place of business of the Subscriber,
         and that no governmental  agency has recommended or endorsed the Shares
         or made any  finding  or  determination  relating  to the  adequacy  or
         accuracy of the SEC  Documents or the fairness of an  investment in the
         Company. Any representation to the contrary is a criminal offense.

                  2.1.3  Risk  Factors.  The  Subscriber   understands  and  has
         evaluated  the risks  involved in an  investment  in the  Company.  The
         Subscriber  recognizes  that an  investment  in the Company  involves a
         substantial risk of loss by the Subscriber of his entire investment and
         represents and warrants that the Subscriber is able to bear the risk of
         this  investment,   including  the  loss  of  the  Subscriber's  entire
         investment,  and has  sufficient  knowledge and experience in financial
         and business  matters to be capable of evaluating  the merits and risks
         of this investment.

                  2.1.4 Legal Ability;  Purchase for Investment.  Subscriber has
         the legal  ability  to enter  into  this  Subscription  Agreement.  The
         information  provided  by  Subscriber  to the  Company,  including  the
         information  on Schedule 1 attached,  is  accurate,  true,  correct and
         complete in all material respects.  Subscriber will promptly report any
         material changes to the Company in writing. Schedule 1 attached to this
         Agreement forms a part of this Subscription  Agreement.  The Subscriber
         is  subscribing  for  the  Shares  solely  for  his  own  account,  for
         investment purposes,  and not with a view to, or with any intention of,
         a  distribution,  sale, or subdivision of any Shares or for the account
         of any other individual, corporation, firm, entity or person.




                                       2
<PAGE>


                  2.1.5  Independent  Investigation.  Subject to  Section  2.1.1
         above,  in making his  decision to purchase  the Shares that are herein
         subscribed  for,  the  Subscriber  has relied  solely upon  independent
         investigations  made by  him.  The  Subscriber  is not  relying  on the
         Company  or any  of its  respective  shareholders,  members,  managers,
         directors,  officers,  employees,  affiliates, legal counsel, agents or
         representatives with respect to any risk of making an investment in the
         Company, or any tax or other economic  considerations  involved in this
         investment.  Except  as  contemplated  in  Section  2.1.1  above  or as
         otherwise set forth herein, no  representations  or warranties or other
         statements  have been made to the  Subscriber  by the Company or any of
         its respective shareholders,  members, managers,  directors,  officers,
         employees,  affiliates,  legal counsel,  agents or representatives.  In
         making the decision whether to invest in the Shares  described  herein,
         the Subscriber has relied solely on the  information  contained in this
         Agreement.

                  2.1.6  Restrictions  of Transfer.  The Subscriber  understands
         that the Securities are characterized as "restricted  securities" under
         the 1933 Act and Rule 144 promulgated  thereunder  inasmuch as they are
         being acquired from the Company in a transaction not involving a public
         offering,  and  that  under  the 1933  Act and  applicable  regulations
         thereunder such securities may be resold without registration under the
         1933 Act only in certain  limited  circumstances.  In this  connection,
         such  Subscriber  represents that such Subscriber is familiar with Rule
         144 of the 1933 Act, as presently in effect, and understands the resale
         limitations  imposed  thereby  and by the  1933  Act.  Such  Subscriber
         understands  that the Company is under no obligation to register any of
         the  securities  sold  hereunder  except  as may be  described  in this
         Agreement under Section 2.2.6.1 or 2.2.6.2.

                  2.1.7 Accredited Investor. Unless the Subscriber has initiated
         Section 4 on the Accredited  Investor  Questionnaire,  attached to this
         Agreement  as  Schedule  1, the  Subscriber  expressly  represents  and
         warrants that he is an "accredited  investor" as defined in Rule 501(a)
         of  Regulation D under the 1933 Act on account of either:  (i) the fact
         that his net worth or joint  net  worth  with his  spouse  exceeds  One
         Million Dollars  ($1,000,000) or his individual  income is in excess of
         Two Hundred Thousand Dollars  ($200,000) in each of the two most recent
         years or joint  income  with his  spouse is in excess of Three  Hundred
         Thousand  Dollars  ($300,000)  in  each  of  those  years  and he has a
         reasonable expectation of reaching the same income level in the current
         year, or (ii) he is an executive officer or director of the Company, or
         (iii) for any other reasons indicated in Schedule 1 hereto.

                  2.1.8    Investment Representations.  The Subscriber expressly
         represents and warrants that:

                           2.1.8.1  the   Subscriber   has  such  knowledge  and
                  experience in financial and business matters, in general,  and
                  in  investments  similar to an investment  in the Company,  in
                  particular,  that the  Subscriber is capable of evaluating the
                  merits  and risks of an  investment  in the  Shares  described
                  herein;  and the Subscriber has obtained,  in the Subscriber's
                  discretion,   sufficient   information  from  the  Company  to
                  evaluate the merits and risks of such investment;




                                       3
<PAGE>

                           2.1.8.2 the total  Subscription Price does not exceed
                  ten percent  (10%) of the greater of his net worth  (exclusive
                  of home,  furnishings,  and automobile) as of the date hereof,
                  individually  or his net worth  collectively  with his spouse,
                  and the  Subscriber's  financial  condition  is such  that the
                  Subscriber  has no need  for  liquidity  with  respect  to the
                  Subscriber's investment in the Company to satisfy any existing
                  or contemplated undertaking or indebtedness.

                           2.1.8.3 the  Subscriber  is able to bear the economic
                  risk of the  Subscriber's  investment  in the  Company  for an
                  indefinite period of time, including the risk of losing all of
                  the Subscriber's investment; and

                           2.1.8.4 by reason of the  Subscriber's  knowledge and
                  experience in business and financial  matters,  the Subscriber
                  has  acquired  the  capacity  to protect  his own  interest in
                  investments  of this nature and is capable of  evaluating  the
                  risks, merits and other facets of this investment.

                  2.1.9  State  of  Residence.  The  Subscriber  is a bona  fide
         resident  of the state set forth in his  address on Page 9 herein.  The
         Subscriber agrees that if the Subscriber's  principal residence changes
         prior to the Company's acceptance of the Subscriber's  subscription for
         the Shares,  the  Subscriber  will promptly  notify the Company of such
         changes and that,  if the change is to a state in which  offers  and/or
         sales of the Shares are prohibited by applicable law, any offer to sell
         any Shares to the Subscriber  prior to notification of the change shall
         be deemed  retracted and the Subscriber  shall no longer be entitled to
         purchase the Shares pursuant to such offer.

                  2.1.10 No Misrepresentations. Any information, representations
         or warranties  which the Subscriber has heretofore  furnished or herein
         furnishes  to the Company with  respect to his  financial  position and
         business  experience  are correct  and  complete as of the date of this
         Agreement,  and  if  there  should  be  any  material  change  in  such
         information,  representations  or  warranties  prior  to the  Company's
         acceptance of the  Subscriber's  subscription  for the Shares,  he will
         immediately inform the Company.

                  2.1.11  Acceptance on Discretion  of Company.  The  Subscriber
         understands  and  acknowledges  that  the  Company  may,  in  its  sole
         discretion, accept or reject the Subscriber's offer contained herein to
         purchase the Shares, and that the Company, in its sole discretion,  may
         accept or reject  Subscriber's offer, in whole or in part, and that the
         exercise of the  Company's  discretion  in those  matters is within the
         sole discretion of its management and its Board of Directors.




                                       4
<PAGE>


         2.2  Company   Representations  and  Warranties.   Effective  upon  the
Company's  execution of the acceptance to this Agreement,  the Company makes the
following representations and warranties to the Subscriber:

                 2.2.1  Organization  and Good  Standing.  The  Company  is duly
         organized and existing  under,  and by virtue of, the laws of the State
         of  Pennsylvania  and is in good standing  under such laws. The Company
         has  the  requisite  power  as a  corporation  to own and  operate  its
         properties  and  assets,  and to carry  on its  business  as  presently
         conducted.

                 2.2.2   Legal Power.  The Company has all  requisite  power and
         authority of a  corporation  to enter into this Agreement, and to carry
         out and perform its obligations under this Agreement.

                 2.2.3 Authorization.  All action on the part of the Company and
         its  shareholders  necessary  for the  issuance  and sale of the Shares
         pursuant hereto and for the execution,  performance and delivery by the
         Company of this Agreement has been taken.  The execution,  delivery and
         performance  by the Company of this  Agreement  and the issuance of the
         Shares will not (i) violate (1) any provision of law  applicable to the
         Company,   (2)  its  articles  of   incorporation,   by-laws  or  other
         organizational documents, (3) any applicable order of any court, agency
         or governmental  authority  specifically  naming the Company or (4) any
         material  indenture,  agreement  or other  instrument  to which it is a
         party or by which  it or any of its  material  assets  or  property  is
         bound,  (ii) be in conflict  with,  result in a breach of or constitute
         (with  due  notice  or  lapse  of time or  both) a  default  under  any
         indenture,  agreement  or  other  instrument  or  (iii)  result  in the
         creation or imposition of any lien, charge or encumbrance of any nature
         whatsoever  upon any of its  property or assets.  This  Agreement  is a
         valid and binding obligation of the Company  enforceable  against it in
         accordance  with its terms except as limited by applicable  bankruptcy,
         insolvency,  reorganization,   moratorium  or  other  laws  of  general
         application  relating to or affecting  enforcement of creditors' rights
         and rules or laws concerning equitable remedies.

                 2.2.4 Changes.  Since the date of the last filing with the SEC,
         to the best knowledge of the Company,  after reasonable inquiry,  there
         has not been any (i)  material  adverse  change in the  business of the
         Company,  and (ii) there have been no transactions  entered into by the
         Company or any of its  subsidiaries,  other than those in the  ordinary
         course of business,  which are material  with respect to the  business,
         taken as a whole.

                 2.2.5 Valid Issuance.  The Shares,  when delivered  pursuant to
         this  Agreement  against  receipt  of  the  Subscription  Price  by the
         Company,  as provided  herein,  shall be validly  issued and fully paid
         Shares of the Company,  and will be free of any liens and  encumbrances
         other than as a result of any actions by the  Subscriber.  The issuance
         of the Shares is not  subject to  preemptive  or other  similar  rights
         which have not been waived.

                  2.2.6    "Piggyback" Registration.






                                      5
<PAGE>


                           2.2.6.1  Basic  Right.  At any time during the period
                  commencing  on the  issuance  date of the  Shares  under  this
                  Agreement  ("Issue Date") and ending two years after the Issue
                  Date,  the  Company  proposes  to  register  any of its equity
                  securities under the Securities Act, other than in an offering
                  on Form S-8 or Form  S-4 or any  successor  form,  it shall at
                  least  10  days  prior  to the  filing  of  such  registration
                  statement  with the Securities  and Exchange  Commission  (the
                  "Commission")  give  notice  of  its  intention  to  do  so to
                  Subscriber.  If Subscriber  notifies the Company within 5 days
                  of the date of the  Company  notice of  filing a  registration
                  statement of Subscriber's desire to include any Shares in such
                  proposed registration statement, the Company shall, subject to
                  the provisions of 2.2.6.2 below, include the Shares designated
                  by Subscriber in such registration statement. Anything in this
                  subparagraph  2.2.6.1  to the  contrary  notwithstanding,  the
                  "piggyback"  registration  rights  described  herein  shall be
                  available for exercise by Subscriber on one occasion only and,
                  after the exercise  thereof in accordance  with the provisions
                  set  forth  herein,  the  Company  shall be  under no  further
                  obligation  to give  Subscriber  the notice  described in this
                  subparagraph  2.2.6.1  to  include  any of the  Shares  in any
                  subsequent registration statement.  The Company hereby informs
                  Subscriber  that  it has a  present  intention  to file an S-1
                  Registration  within 45 days after acceptance hereof and shall
                  use its best efforts to cause such  registration  statement to
                  become effective .

                                    (a)  In  connection  with  the  registration
                           described in this Section, the Company agrees to take
                           all action  necessary to  facilitate  the sale by the
                           Subscriber of the Shares, including furnishing to the
                           Subscriber  such  number of  prospectuses  reasonably
                           required by the  Subscriber to dispose of its Shares,
                           using its best  efforts to  register  or qualify  the
                           Shares  under  the 1933 Act and  applicable  blue sky
                           laws and delivering underwriting agreements and other
                           documents   customarily   delivered   by  issuers  in
                           connection with public offerings.

                                    (b) With respect to the  inclusion of Shares
                           in a registration statement pursuant to this Section,
                           all fees,  costs and  expenses of and  incidental  to
                           such  inclusion   shall  be  borne  by  the  Company;
                           provided, however, that the Subscriber shall bear any
                           fees and  disbursements  of counsel  retained  by the
                           Subscriber  (other than counsel also  retained by the
                           Company).

                                    (c) The  Subscriber  shal   be  entitled  to
                           customary  indemnification and rights of contribution
                           relating to the registration of the Shares.

                           2.2.6.2 Registration Requirements. The Company shall:

                                    (a)  No  later  than  forty-five  (45)  days
                           following the Closing Date, prepare and file a





                                       6
<PAGE>

                           registration  statement with the Commission  pursuant
                           to  Rule  415  under  the   Securities  Act  on  such
                           appropriate  for as the  Company is  eligible  to use
                           under the Securities  Act) covering the resale of the
                           Shares ("Registration  Statement").  Thereafter,  the
                           Company  shall  use its best  efforts  to cause  such
                           Registration   Statement  and  other  filings  to  be
                           declared  effective  prior  to the end of the  period
                           termination  one hundred  twenty (120) days following
                           the Closing Date.

                                    (b)  Prepare  and file  with the  Commission
                           such amendments and supplements to such  Registration
                           Statement and the prospectus  used in connection with
                           Registration  Statement as may be necessary to comply
                           with the  provisions  of the Act with  respect to the
                           disposition  of  all   securities   covered  by  such
                           Registration  Statement and notify the holders of the
                           Shares  of  the  filing  and  effectiveness  of  such
                           Registration   Statement   and  any   amendments   or
                           supplements.

                                    (c)  Furnish to each  holder of such  Shares
                           such copies of a current  prospectus  conforming with
                           the   requirements   of  the  Act,   copies   of  the
                           Registration  Statement,  any amendment or supplement
                           thereto and any documents  incorporated  by reference
                           therein  and such other  documents  as such holder of
                           such  Shares  may  reasonably  require  in  order  to
                           facilitate the disposition of the Shares.

                                    (d) Use its best  efforts  to  register  and
                           qualify the securities  covered by such  Registration
                           under  such  other  securities  of "Blue Sky" laws of
                           such  jurisdictions as shall be reasonably  requested
                           by each  holder  of such  Shares;  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)  Notify   each  holder  of  such  Shares
                           immediately  of the issuance by the Commission or any
                           state  securities  commission  or  agency of any stop
                           order    suspending   the    effectiveness   of   the
                           Registration  Statement  or  the  initiation  of  any
                           proceedings  for that purpose.  The Company shall use
                           its best  efforts to prevent the issuance of any stop
                           order and, if any stop order is issued, to obtain the
                           lifting thereof at the earliest possible time.

                                    (f) Use its best  efforts to list the Shares
                           with all  securities  exchanges(s)  and/or markets on
                           which the Shares are then listed and prepare and file
                           any  required  filings  with any  exchange  or market
                           where the Shares are traded.

                                    (g) Bear all expenses incurred in connection
                           with such  registration,  qualification or compliance
                           with registration  pursuant this paragraph except the





                                       7
<PAGE>

                           holder  of the  Shares  shall  bear all  underwriting
                           discounts and selling  commissions  applicable to the
                           sale of such Shares and all fees and disbursements of
                           counsel for such holders.

                                    (h)  Use  its  best  efforts  to  keep  such
                           registration   effective  until  the  earliest  (i)of
                           December  31,  2001;(ii)  all of the  holders of such
                           Shares  having  completed  the sales or  distribution
                           described  in  the  Registration  Statement  relating
                           thereto;  or (iii) such Shares  being able to be sold
                           under Rule 144(k) or any equivalent successor rule.

                           The parties hereto agree to execute  appropriate  and
                           customary  mutual  indemnity  agreements prior to the
                           effectiveness of any  registration  statements as may
                           be reasonably requested by either party.

                           2.2.6.2   Withdrawal   of   Registration   Statement.
                  Notwithstanding the provisions of subparagraph  2.2.6.1 above,
                  the  Company  shall at all times  have the  absolute  right to
                  elect not to file any proposed registration  statement,  or to
                  withdraw the same after the filing but prior to the  effective
                  date thereof.  In addition,  notwithstanding the provisions of
                  subparagraph  2.2.6.1 above, the Company may exclude from such
                  registration  statement  all or a portion  of the  Shares  for
                  which  registration  was  requested by  Subscriber  if, in the
                  written opinion of the Company's managing  underwriter for any
                  securities  being sold by the  Company and  registered  on the
                  same  registration  statement  as  the  Shares,  if  any,  the
                  inclusion  of all or a portion of such  Shares,  when added to
                  the securities being registered for sale by the Company,  will
                  exceed the maximum  amount of the Company's  securities  which
                  can be  marketed  (i) at a price  reasonably  related to their
                  then  current   market  value,   or  (ii)  without   otherwise
                  materially  and adversely  affecting the entire  offering.  If
                  less than all of the Shares  requested  for  inclusion in said
                  registration  statement  are to be  excluded  pursuant  to the
                  foregoing  provision,  the Shares which are included  shall be
                  allocated among the selling  stockholders  thereunder on a pro
                  rata basis.

                  2.2.7  Qualifications.  The  Company  is duly  qualified  as a
         foreign  corporation  to do business  and is in good  standing in every
         jurisdiction in which the nature of the business  conducted or property
         owned by it makes  such  qualification  necessary  other  than those in
         which the  failure  so to  qualify  would not have a  Material  Adverse
         Effect.  "Material  Adverse  Effect"  means any  adverse  effect on the
         business, operations,  properties, prospects, or financial condition of
         the  entity  with  respect  to which  such  term is used  and  which is
         material to such entity and other entities controlling or controlled by
         such entity  taken as a whole,  or any material  adverse  effect on the
         transactions  contemplated under this Agreement, or any other agreement
         or document contemplated hereby or thereby.

                  2.2.8 No Violations.  The business of the Company is not being
         conducted  in violation of any law,  ordinance  or  regulations  of any




                                       8
<PAGE>

         governmental  entity,  except for violations  which either singly or in
         the aggregate do not and will not have a Material  Adverse Effect.  The
         Company is not required  under  Federal,  state,  local or foreign law,
         rule or regulation to obtain any consent, authorization or order of, or
         make any filing or registration with, any court or governmental  agency
         in order for it to execute,  deliver or perform any of its  obligations
         under  this  Agreement  or issue and sell the  Shares  except as may be
         stated elsewhere in this Agreement.

                  2.2.9 SEC Documents; Financial Statements. The Common Stock of
         the Company is registered  pursuant to Section 12(g) of the  Securities
         Act of 1934, as amended, (the "Exchange Act") and the Company has filed
         all reports,  schedule,  forms, statements and other documents required
         to be  filed  by it  with  the  Commission  pursuant  to the  reporting
         requirements of the Exchange Act,  including material filed pursuant to
         Section  13(a)  and  15(d),  in  addition  to one or more  registration
         statements and amendments  thereto heretofore filed by the Company with
         the Commission (all of the foregoing including filings  incorporated by
         reference therein being referred to herein as the "SEC Documents"). The
         Company has not provided to the  Subscribers  any  material  non-public
         information or any information which, according to applicable law, rule
         or regulation,  should have been disclosed  publicly by the Company but
         which has not been disclosed.  As of their  respective  dates,  the SEC
         Documents  complied in all material  respects with the  requirements of
         the  Exchange  Act and the  rules  and  regulations  of the  Commission
         promulgated  thereunder and other Federal,  state and local laws, rules
         and regulations  applicable to such SEC Documents,  and none of the SEC
         Documents  contained any untrue statement of a material fact or omitted
         to state a material fact required to be stated  therein or necessary in
         order to make the  statements  therein,  in light of the  circumstances
         under which they were made, not misleading.

                  2.2.10 No General  Solicitation.  Neither the Company, nor any
         of its  affiliates,  or, to its knowledge,  any person acting on its or
         their behalf  (other than  Investors,  as to whom the Company  makes no
         representation)  has  engaged  in any form of general  solicitation  or
         general  advertising (within the meaning of Regulation D under the 1933
         Act) in connection with the offer or sale of the Shares.

                  2.2.11 No Integrated Offering. Neither the Company, nor any of
         its affiliates,  nor to its knowledge any person acting on its or their
         behalf  (other  than the  Investors,  as to whom the  Company  makes no
         representation)  has, directly or indirectly,  made any offers or sales
         of any security or solicited  any offers to buy any security  under any
         circumstances  that would require  registration of the Shares under the
         Act.

                                    ARTICLE 3

                            MISCELLANEOUS PROVISIONS

         3.1 Survival of Representations and Warranties. The representations and
warranties  contained  herein are intended to and shall survive delivery of this
Agreement and the completion of the transactions  contemplated hereby, provided,
however,  that the  representations  and warranties set forth in paragraph 2.2.4




                                       9
<PAGE>

shall survive only until the expiration of the period of limitations  and period
of repose  imposed by statute  and/or case law for  interpreting  the securities
laws, as in effect from time-to-time  ("Limitations and Repose Period"),  and no
cause of action  for  breach of any  representation  or  warranty  contained  in
paragraph  2.2.4 may be brought  after the  expiration  of the  Limitations  and
Repose Period.

         3.2      Indemnification.

                  3.2.1 By Subscriber.  The  Subscriber  agrees to indemnify and
         hold  harmless the Company,  its officers and  directors and each other
         person,  if any, who controls or is controlled  by any of them,  within
         the  meaning of Section 15 of the 1933 Act,  against  any and all loss,
         liability,  claim,  damage and expense whatsoever  (including,  but not
         limited to, the reasonable expenses of counsel) arising out of or based
         upon (i) any false  representation  or warranty or breach or failure by
         the  Subscriber  to comply with any covenant or  agreement  made by the
         Subscriber herein or in any other document  furnished by the Subscriber
         to any of the foregoing in connection with this  transaction;  (ii) any
         action for securities law violations instituted by the Subscriber which
         is  resolved  by  judgment   against  the  Subscriber;   or  (iii)  the
         disposition of any Shares which the Subscriber  will receive,  contrary
         to the Subscriber's declaration, representations and warranties in this
         Agreement.

                  3.2.2 By Company.  The Company  agrees to  indemnify  and hold
         harmless the Subscriber  against any and all, loss,  liability,  claim,
         damage and  expense  whatsoever  (including,  but not  limited  to, the
         reasonable  expenses of counsel) arising out of or based upon any false
         representation  or  warranty or breach or failure by the Company or its
         agents to comply  with any  covenant or  agreement  made by the Company
         herein  or in  any  other  document  furnished  by the  Company  to the
         Subscriber in  connection  with this  transaction,  provided that in no
         event shall the Company's indemnification  obligations hereunder exceed
         the  Subscription  Price plus  interest  at a rate equal to ten percent
         (10%) per annum.

         3.3 Notices and Addresses.  All notices required to be given under this
Agreement  shall be in writing and shall be mailed by  certified  or  registered
mail, hand delivered or delivered by next business day courier. Any notice to be
sent to the Company  shall be mailed to the  principal  place of business of the
Company or to such other  address as the Company may specify in a notice sent to
the  Subscriber.  All notices to the Subscriber  shall be mailed or delivered to
the address of the  Subscriber  set forth below or to such other  address as the
Subscriber  may hereafter  specify in a notice to the Company.  Notices shall be
effective  on the date  three  (3) days  after the date of  mailing  or, if hand
delivered or delivered by next day business courier, on the date of delivery.

         3.4 Governing Law. This Agreement is governed by and is to be construed
in accordance with the laws of the state of Illinois without regard to conflicts
of laws principles.




                                       10
<PAGE>


         3.5  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the parties hereto, and each of their respective legal  representatives
and  successors.  This  Agreement  is  not  transferable  or  assignable  by the
Subscriber or the Company.

         3.6   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one instrument.

         3.7  Modifications  To Be In Writing.  This Agreement  constitutes  the
entire  understanding  of the  parties  hereto  and no  amendment,  restatement,
modification  or alteration will be binding unless the same is in writing signed
by the party  against  whom any such  amendment,  restatement,  modification  or
alteration is sought to be enforced.

         3.8  Interpretation.  All pronouns  contained herein shall be deemed to
include the feminine,  masculine and neuter, singular or plural, as the identity
of the parties  hereto may require.  The captions of the various  paragraphs  of
this  Agreement  are inserted for  convenience  of reference  only and shall not
affect the  construction  of any paragraph of this  Agreement.  All  capitalized
words or  expressions  not defined in this  Agreement  shall have the respective
meanings  ascribed  to them in the  Memorandum,  unless  the  context  otherwise
requires.

         3.9 Validity and  Severability.  If any provision of this  Agreement is
held invalid or unenforceable  under any applicable statute or rule of law, then
such  provision  shall be deemed  inoperative to the extent that it may conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law, and all other provisions shall remain.

         3.10  Statutory  References.  Each  reference  in this  Agreement  to a
particular  statute or regulation,  or a provision  thereof,  shall be deemed to
refer to such statute or regulation,  or provision thereof, or to any similar or
superseding statute or regulation, or provision thereof, as is from time to time
in effect.

         3.11 Additional Documents. Each of the Company and the Subscriber shall
promptly  execute all such additional  documents as may be required by the other
party  relating  to the sale of the  Shares or any other  obligation  of a party
hereunder.

         3.12 Jurisdiction.  Each of the Subscriber and the Company  irrevocably
submit to the  exclusive  personal  jurisdiction  of the  courts of the state of
Illinois  for the County of Cook and the United  States  District  Court for the
Northern  District  of  Illinois in any suit,  action or  proceeding  brought to
enforce  this  Agreement.   Each  of  the  Subscriber  and  the  Company  hereby
irrevocably  waive, to the fullest extent  permitted by law, any objection which
either of them may now have or hereafter may have to the venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit,
action or proceeding  brought in such court has been brought in an  inconvenient
forum or any other forum. Each of the Company and the Subscriber  further agrees
that a final  judgment in any such suit,  action or  proceeding  brought in such
court shall be conclusive and binding upon the Subscriber and the Company.

         3.13 Legal  Proceedings.  There is no  material  legal or  governmental
proceeding  pending  or,  to  the  knowledge  of  the  Company,   threatened  or
contemplated  to which the Company is or may be a party or of which the business
or property of the Company is or may be subject, which has not been disclosed to
the investor or in the SEC Documents.







                                       11
<PAGE>







         IN WITNESS  WHEREOF,  the  Subscriber  has executed  this  Agreement on
Janury 3, 2000.


SUBSCRIBER:

Subscriber's Signature:  _________________________

Name:    Dr. Richard A. Chafetz

Address:  ________________________________________


Telephone No.:  __________________________________

SS#:  ____________________________________________

Number of Shares at $32.00 each:  15,625

Total Subscription Price: $500,000





















                                       12
<PAGE>





                      (FOR COMPLETION ONLY BY THE COMPANY)

                                  ENTRADE INC.
                           ACCEPTANCE OF SUBSCRIPTION

         The undersigned  Company hereby accepts the foregoing  Subscription and
Investment  Representation  Agreement on behalf of Entrade Inc.,  subject to the
terms and conditions thereof for the "Accepted Amount" set forth below.

     Subscriber Name:                                Dr. Richard A. Chafetz

     Subscription Price (Tendered):                  $500,000

     Accepted Amount:                                $500,000

     Portion of Subscription Price Returned:         $-0-

     Number of Shares to be issued:                  15,625






                                         ENTRADE INC.,
                                         a Pennsylvania corporation

                                         By:      _________________________

                                         Title:   _________________________

                                         Date of Acceptance: January 5, 2000











                                       13