EXHIBIT 10.8
                                  ENTRADE INC.

                                SUBSCRIPTION AND
                       INVESTMENT REPRESENTATION AGREEMENT

Entrade Inc.
500 Central Avenue
Northfield, Illinois 60093

                                    ARTICLE 1

                        SUBSCRIPTION/JOINDER AND PURCHASE

          1.1 Subscription.  Subject to the terms and conditions hereof, each of
the  undersigned  "Subscribers"  hereby  subscribes for and agrees to purchase a
number of shares ("Shares") of the no par value common stock ("Common Stock") of
Entrade  Inc.,  a  Pennsylvania  corporation  ("Company"),  equal to  $2,500,000
divided by the Subscription  Price. The Subscription Price shall be equal to the
lesser of $32.00 or the closing price of the  Company's  Common Stock on the New
York Stock Exchange on the trading day  immediately  preceding the Closing Date.
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.

         1.2 Acceptance.  Subscriber's  Subscription shall only be accepted upon
the Company, executing the Acceptance

of Subscription attached to this Agreement.

         1.3 Payment of Subscription  Price. The Subscribers shall tender to the
Company the aggregate sum of $5,000,000.00 on the Closing Date. The Closing Date
shall  occur on January 6, 2000 or on such  later date as the  parties  mutually
agree. On or as soon as reasonably  possible after the Closing Date, the Company
will deliver certificates evidencing the Shares to Subcribers.

         1.4 Brokerage Fee. Shoreline Pacific  Institutional Finance ("SPIF") is
acting as the broker for the  Subscribers  in arranging  this  Subscription  and
Investment Agreement  ("Agreement").  SPIF will receive a fee equal to 5% of the
aggregate  Subscription  Price  of  $5,000,000.00  (out  of the  proceeds).  The
undersigned  Subscribers  understand that the information  provided to them with
respect to the Company has not been independently verified by SPIF. Accordingly,
there is no  representation  by SPIF as to the  completeness or accuracy of such
information.  Each party hereto respectfully represents that no other brokers or
representatives   were  or  are  retained  by  them  in  connection   with  this
Subscription  and  Investment  Agreement.  Each party further agrees to hold the
other parties,  their  successors  and assigns,  harmless from the claims of any
other broker in connection with this  Subscription and Investment  Agreement for
the  subscription  and  purchase  of  Shares  to  be  purchased  hereunder.  The
provisions  of this  Section  1.4  shall  survive  the  delivery  of the  Shares
contemplated herein.


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                                    ARTICLE 2

                         SUBSCRIBER REPRESENTATIONS AND
                        WARRANTIES AND INVESTOR AWARENESS

         2.1 Subscriber  Representations  and Warranties.  Each 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.

                  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 offering of Shares to the  Subscribers has not been and is 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.




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                  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,
         except in accordance with the requirements of the 1933 Act.  Subscriber
         represents and warrants to the Company that:  (a) such  Subscriber is a
         limited  partnership,  duly organized,  validly  existing,  and in good
         standing under the law of the  jurisdiction  of its  incorporation  and
         duly qualified and in good standing as a foreign limited partnership in
         the  jurisdiction  of its principal place of business (if not organized
         therein);  (b) the  Subscriber  has full power and authority to execute
         and agree to this  Agreement and to perform its  obligations  hereunder
         and all necessary  actions by its partners or other  persons  necessary
         for the due authorization, 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. Except with
         respect  to  the  Company's  representations  in  this  Agreement,  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. Any resale legend will be removed upon
         1933 Act registration. The legend will read as follows:






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                 "The  shares  represented  by this  certificate  have not been
         registered  under the  Securities  Act of 1933 (the "Act").  The shares
         have been  acquired for  investment  and may not be sold,  or otherwise
         transferred,  in the absence of an effective registration statement for
         the shares  under the Act or an opinion  of  counsel  presented  to the
         Company  prior to the proposed  transaction  that  registration  is not
         required under the Act."

                  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;

                           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 prior to the Closing Date,
         it will immediately inform the Company.

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

                 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




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         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;  No Conflicts.  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
         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






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                  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.

                                    (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 Registration Requirements. The Company shall:

                                    (a)  No  later  than  forty-five  (45)  days
                           following  the  Closing  Date,  prepare  and  file  a
                           registration  statement with the Commission  pursuant
                           to  Rule  415  under  the   Securities  Act  on  such
                           appropriate  form 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
                           terminating  one hundred  twenty (120) days following
                           the Closing Date.




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                                    (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  or "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 to this paragraph except
                           the 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
                           January  6,  2002;  (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.



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                                    (i)  Notify   each  holder  of  such  Shares
                           immediately  in  the  event  that  the   Registration
                           Statement  has  become  stale or  contains a material
                           misstatement or material omission.

                           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.


                           2.2.6.3   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 referred
                  to in  Section  2.2.6.1,  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
         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,





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         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,  schedules, 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  Subscribers,  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  Subscribers,  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
         1933 Act.

                                    ARTICLE 3
                                   CONDITIONS

         3.1  Conditions  Precedent  to the  Obligation  of the  Subscribers  to
Purchase the Shares. The obligation  hereunder of each Subscriber to acquire and
pay for the Shares is subject to the satisfaction,  at or before the Closing, of
each  of  the  conditions  set  forth  below.   These  conditions  are  for  the
Subscribers'  sole benefit and may be waived by the  Subscribers  at any time in
their sole discretion.





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<PAGE>


                  3.1.1   Accuracy  of  the   Company's   Representations.   The
         representations and warranties of the Company shall be true and correct
         in all material respects as of the date when made and as of the Closing
         Date as  though  made at that  time  (except  for  representations  and
         warranties that speak as of a particular date).

                  3.1.2  Performance  of the  Company.  The  Company  shall have
         performed all agreements  and satisfied all  conditions  required to be
         performed or satisfied by the Company at or prior to the Closing.

                  3.1.3 NYSE. From the date hereof to the Closing Date,  trading
         in the Company's  Common Stock shall not have been suspended by the SEC
         or the NYSE and Common Stock shall not have been delisted.

                  3.1.4 No Injunction.  No statute, rule, regulation,  executive
         order, decree,  ruling or injunction shall have been enacted,  entered,
         promulgated  or  endorsed  by any court or  governmental  authority  of
         competent  jurisdiction  which prohibits the consummation of any of the
         transactions contemplated by this Agreement.


                                    ARTICLE 4

                            MISCELLANEOUS PROVISIONS

         4.1 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
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.

         4.2      Indemnification.

                  4.2.1 By Subscriber.  Each 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;  or (ii)
         the  disposition  of any  Shares  which the  Subscriber  will  receive,
         contrary  to  the   Subscriber's   declaration,   representations   and
         warranties in this Agreement.






                                       10
<PAGE>

                  4.2.2 By Company.  The Company  agrees to  indemnify  and hold
         harmless each Subscriber, its partners, officers, employees, agents and
         any other person who controls or is controlled by any of them,  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 aggregate Subscription
         Price plus  interest  at a rate equal to ten  percent  (10%) per annum.
         Notwithstanding  the foregoing,  the Company  acknowledges  that in the
         event of a willful and wanton  breach of paragraph  2.2 by the Company,
         Subscribers  may not have an adequate remedy at law.  Accordingly,  the
         parties  agree  that in any  action  or  proceeding  arising  out of an
         alleged  willful  and  wanton  breach  by  Company  of  paragraph  2.2,
         Subscribers  shall be  entitled  to seek  equitable  relief,  including
         specific performance, without the necessity of posting any bond.

         4.3 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
a  Subscriber.  All notices to a 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,  with copies to
Kleinberg,  Kaplan,  Wolff & Cohen,  P.C., 551 Fifth Avenue,  New York, New York
10176,  Attn: Martin D. Sklar, Esq. 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.

         4.4  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.

         4.5  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
Subscribers or the Company, other than to Subscribers' affiliates.

         4.6   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.





                                       11
<PAGE>

         4.7  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.

         4.8  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.

         4.9 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.

         4.10  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.

         4.11 Additional  Documents.  Each party shall promptly execute all such
additional  documents  as  may  be  reasonably  required  by  another  party  in
furtherance of this Agreement.

         4.12 Jurisdiction.  Each Subscriber and the Company 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. Each party hereby irrevocably waives, to the fullest extent permitted
by law, any  objection  which it 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.  Nothing in this paragraph  shall
limit the right of the Company to bring  proceedings  against the  Subscriber in
the courts of any appropriate jurisdiction.

         4.13 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.

         4.14 Expenses. Each party shall pay its own expenses in connection with
this Agreement.

         4.15 Press Release.  The Company will  immediately upon Closing issue a
press  release  which has been  reviewed by and is  reasonably  satisfactory  to
Subscribers.





                                       12
<PAGE>



         IN WITNESS  WHEREOF,  the  Subscriber  has executed  this  Agreement on
December 30, 1999.


SUBSCRIBERS:

ELLIOTT ASSOCIATES, L.P.
By:      ______________________
Name:  ________________________
Title:  _______________________

Address:  712 Fifth Avenue - 36th Floor, New York, New York 10019


Business Telephone No.:  (212) 974-6000

Federal ID#::  22-2140975


WESTGATE INTERNATIONAL, L.P.

By:   Martley International, Inc., as Attorney-in-fact

By:  _____________________________
Title:  __________________________

Address: c/o HSBC Financial Services (Cayman) Limited
             Mary Street
             Grand Cayman, Cayman Islands

Business Telephone No.:  (345) 949-7755

Federal ID# :  N/A



Number of Shares at $32.00 each:  to be completed at Closing

Total Subscription Price: $5,000,000.00







                      (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 Names:                         Elliott Associates, L.P. and
                                             Westgate International, L.P.

   Subscription Price (Tendered):            $5,000,000.00 ($2,500,000 each)

   Accepted Amount:                          $5,000,000.00

   Portion of Subscription Price Returned:   $-0-

   Number of Shares to be issued:            to be completed at Closing







                                              ENTRADE INC.,
                                              a Pennsylvania corporation

                                              By:      ________________________

                                              Title:   ________________________

                                              Date of Acceptance:
                                              December 30, 1999









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