EXHIBIT 10.5


                                  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  11,250 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.

         1.3 Payment of Subscription  Price. The Subscriber  herewith tenders to
the Company the sum of $360,000.00.


                                    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 its 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.

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                  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  it 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  Memorandum  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 its 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
         Subscriber  is  subscribing  for the Shares solely for its 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.
         Subscriber  represents  and  warrants  to the  Company  that:  (a) such
         Subscriber is a corporation,  duly organized,  validly existing, and in
         good standing under the law of the state of its  incorporation and duly
         qualified  and  in  good  standing  as a  foreign  corporation  in  the
         jurisdiction  of its principal  place of business (if not  incorporated
         therein);  (b) the Subscriber has full corporate power and authority to
         execute  and agree to this  Agreement  and to perform  its  obligations
         hereunder  and  all  necessary  actions  by  its  board  of  directors,
         shareholders,  or other persons  necessary  for the due  authorization,





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         execution,   delivery,  and  performance  of  this  Agreement  by  that
         Subscriber  have been duly taken;  (c) the Subscriber has duly executed
         and delivered this Agreement;  and (d) the Subscriber's  authorization,
         execution,  delivery,  and  performance  of  this  Agreement  does  not
         conflict  with (i) any  law,  rule or court  order  applicable  to that
         Subscriber, (ii) such Subscriber's articles of incorporation or bylaws,
         or (iii) any other agreement or arrangement to which such Subscriber is
         a party or by which it is bound.

                  2.1.5  Independent  Investigation.  In making its  decision to
         purchase the Shares that are herein  subscribed for, the Subscriber has
         relied  solely  upon  independent   investigations   made  by  it.  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 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. The Subscriber expressly represents
         and  warrants  that it is an  "accredited  investor" as defined in Rule
         501(a) of Regulation D under the 1933 Act.

                  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;



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                           2.1.8.2 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

                           2.1.8.3 by reason of the  Subscriber's  knowledge and
                  experience in business and financial  matters,  the Subscriber
                  has  acquired  the  capacity  to protect  its 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.  (Intentionally Deleted)

                  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 its  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, it 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.

         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
         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,  except
         that  no  representation  or  warranty  is  made  with  respect  to any
         so-called   "blue  sky  laws"  of  any  state,   (2)  its  articles  of
         incorporation  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





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         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.

                           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 as soon as possible.



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                                    (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  shall  be  entitled  to
                           customary  indemnification and rights of contribution
                           relating to the registration of the Shares.

                           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.


                                    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







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Agreement and the completion of the transactions  contemplated hereby, provided,
however,  that the  representations  and warranties set forth in paragraph 2.2.4
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.




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         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.

         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.  The Subscriber  shall promptly execute all
such additional documents as may be required by the Company relating to the sale
of the Shares hereunder.

         3.12 Jurisdiction.  The Subscriber irrevocably submits 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.  The
Subscriber  hereby  irrevocably  waives, to the fullest extent permitted by law,
any  objection  which the  Subscriber  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.  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.  Nothing in this




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paragraph shall limit the right of the Company to bring proceedings  against the
Subscriber in the courts of any appropriate jurisdiction.

         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.

         3.14 Separate Series.  The Style Select Series Mid-Cap Growth Portfolio
(the  "Portfolio")  is a  separate  series of Style  Select  Series,  Inc.  (the
"Corporation"),  and all debts,  liabilities,  obligations  and  expenses of the
Portfolio shall be enforceable only against the assets of that Portfolio and not
against the assets of any other Portfolio or of the Corporation as a whole.


         IN WITNESS  WHEREOF,  the  Subscriber  has executed  this  Agreement on
______________, 1999.


SUBSCRIBER:

Subscriber's Signature:  ________________________________

Name:    Sisyphus & Company (Style Select Series Mid-Cap Growth Portfolio)

Address:  _______________________________________________

_________________________________________________________

Title:  _________________________________________________

Business Telephone No.:  ________________________________

Federal ID#:  ___________________________________________





Number of Shares at $32.00 each:  11,250

Total Subscription Price: $360,000.00







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                      (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:                              Sisyphus & Company
                                                   (Style Select Series Mid-Cap
                                                    Growth Portfolio)

     Subscription Price (Tendered):                $360,000.00

     Accepted Amount:                              $360,000.00

     Portion of Subscription Price Returned:       $-0-

     Number of Shares to be issued:                11,250







                                          ENTRADE INC.,
                                          a Pennsylvania corporation

                                          By:      ___________________

                                          Title:   ___________________

                                          Date of Acceptance: ________, 1999




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