EXHIBIT 10.11


WARRANT NO. 2000-

                                  ENTRADE, INC.
                        WARRANT TO PURCHASE COMMON STOCK
                                 (No Par Value)

                                                               January ___, 2000

THIS WARRANT AND THE COMMON STOCK  ISSUABLE UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  OR QUALIFIED FOR SALE UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE  SECURITIES  LAW AND MAY NOT BE SOLD,  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER
APPLICABLE  STATE LAW OR,  IN THE  OPINION  OF  COUNSEL  TO  ENTRADE,  INC.,  AN
EXEMPTION THEREFROM IS AVAILABLE.


FOR VALUE  RECEIVED,  (the  "Holder")  is entitled to  purchase,  subject to the
provisions  of this  Warrant,  from ENTRADE,  INC., a  Pennsylvania  corporation
("ENTRADE" or the "Company"),  at a price of $ per share (the "Exercise  Price")
of no par  common  stock of the  Company,  ("Common  Stock"),  at any time  from
January  __,  2000 to the  time of  expiration  of this  Warrant  at 5:00  p.m.,
Chicago,  Illinois time, on January __, 2003 (the "Expiration Date"),  shares of
Common  Stock,  and  the  Holder  shall  be  governed  and  bound  by all of the
covenants, terms and conditions contained herein. The number of shares of Common
Stock to be received  upon the exercise of this Warrant and the price to be paid
for a share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable upon such exercise and as adjusted
from time to time are hereinafter sometimes referred to as "Warrant Shares", and
the  exercise  price of a share of  Common  Stock in  effect  at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price".

1.       Exercise of Warrant.

                  (a) This  Warrant may be  exercised in whole or in part at any
time after the First Exercise Date and on or before the Expiration  Date of this
Warrant, or if such day is a day on which banking institutions are authorized by
law to close in Chicago,  Illinois, then on the next succeeding business day, by
presentation  and  surrender  hereof to the Company at its office at 500 Central
Avenue,  Northfield,  Illinois,  with the  purchase  form  annexed  hereto  duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
shares of  Common  Stock  specified  in such  form.  If this  Warrant  should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute and deliver a new  Warrant  evidencing  the rights of the
Holder to purchase the balance of the Warrant Shares purchasable hereunder. Upon
receipt  by the  Company  of this  Warrant  at its  office  in  proper  form for
exercise, the Holder shall be deemed to be the holder of record of the shares of
Common Stock  issuable upon such  exercise,  notwithstanding  that  certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder.



<PAGE>


                  (b)  Notwithstanding the foregoing provision regarding payment
of the  Exercise  Price,  the Holder  may elect to  receive a reduced  number of
shares in lieu of tendering the Exercise price in cash ("Cashless Exercise"). In
such case,  the number of shares to be issued to the  Holder  shall be  computed
using the following formula:

                                   X = Y(A-B)
                                       ------
                                          A

where:  X = the  number of shares to be issued to the  Holder;  Y= the number of
shares to be exercised  under this Warrant;  A= the Market Value (defined below)
of one share of Common  Stock on the trading day  immediately  prior to the date
that the purchase  form annexed  hereto is duly  surrendered  to the Company for
full or partial exercise; and B = the Exercise Price.

The term "Market  Value"  means,  for any security as of any date,  the five-day
average closing bid price of such security on the principal  securities exchange
or  trading  market  where  such  security  is listed or traded as  reported  by
Bloomberg  Financial  Markets or a  comparable  reporting  service  of  national
reputation  selected by the Company and  reasonably  acceptable to the Holder if
Bloomberg  Financial  Markets is not then  reporting  closing bid prices of such
security  (collectively,  "Bloomberg"),  or if the foregoing does not apply, the
last reported sale price of such security in the over-the-counter  market or the
electronic  bulletin board of such security as reported by Bloomberg,  or, if no
sale price is reported for such  security by  Bloomberg,  the average of the bid
prices of any market  makers for such  security  that are  reported in the "pink
sheets" by the  National  Quotation  Bureau,  Inc. If the Market Value cannot be
calculated  for such  security on such date on any of the foregoing  bases,  the
Market  Value of such  security on such date shall be the fair  market  value as
reasonably  determined by an investment banking firm selected by the Company and
reasonably acceptable to the Holder with the costs of such appraisal to be borne
by the Company.

The Company represents to the Holder that the Shares, when delivered pursuant to
this  Warrant  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.

Upon  valid  exercise  of this  Warrant  and  delivery  of payment  therefor  in
accordance  with the terms hereof,  the Company shall,  within three (3) days of
exercise,  cause to be issued  to  Holder  certificates  evidencing  the  Shares
issuable upon such exercise.

         2.       Reservation of Shares, Fractional Shares.

                  (a) ENTRADE  hereby  agrees that at all times it shall reserve
for issue and  delivery  upon  exercise of this Warrant such number of shares of
its Common Stock as shall be required for issue and  delivery  upon  exercise of
this Warrant.




                                       2
<PAGE>


                  (b) No  fractional  shares  or scrip  representing  fractional
shares  shall be issued upon the exercise of this  Warrant.  With respect to any
fraction of a share called for upon  exercise  hereof,  ENTRADE shall pay to the
Holder an amount in cash equal to such  fraction  multiplied by the then current
Market Value calculated as set forth in Paragraph 1(b)

         3.  Exchange,   Assignment,   or  Loss  of  Warrant.  This  Warrant  is
exchangeable,  without expense to the Holder, at the option of the Holder,  upon
presentation and surrender hereof to the ENTRADE for other Warrants of different
denominations  entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.  Any such exchange shall
be made by  surrender  of this Warrant to ENTRADE or at the office of its agent,
if any, with the assignment  form annexed duly  executed.  Subject to compliance
with the provisions of applicable  law,  ENTRADE,  without charge to the Holder,
shall  execute and deliver a new  Warrant in the name of any  assignee  named in
such instrument or assignment, and this Warrant shall promptly be canceled. This
Warrant  may be divided or  combined  with other  Warrants  which carry the same
rights upon presentation hereof at the office of ENTRADE or at the office of its
agent,  if  any,  together  with a  written  notice  specifying  the  names  and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term "Warrant" as used herein includes any Warrants into which this
Warrant  may be  divided or  exchanged.  Upon  receipt  by  ENTRADE of  evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and  (in  the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  ENTRADE will execute and deliver a new Warrant of like
tenor and date.

         4.  Rights of the  Holder.  This  Warrant  shall not entitle the holder
hereof to any voting  rights or other  rights as a  stockholder  of ENTRADE.  No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of ENTRADE, whether such liability is
asserted by ENTRADE or by  creditors  of  ENTRADE.  The rights of the Holder are
limited to those  expressed  in this  Warrant  and are not  enforceable  against
ENTRADE except to the extent set forth herein.

         5. Stock  Dividends;  Reclassification,  Reorganization,  Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:

                  (a) In  case,  prior  to the  expiration  of this  Warrant  by
exercise or by its terms,  ENTRADE  shall issue any shares of Common  Stock as a
stock  dividend or subdivide  the number of  outstanding  shares of Common Stock
into a greater  number of shares,  then in either of such  cases,  the  Exercise
Price per share of the Warrant  Shares  purchasable  pursuant to this Warrant in
effect at the time of such  action  shall be  proportionately  reduced,  and the
number of Warrant Shares at that time purchasable pursuant to this Warrant shall
be  proportionately  increased;  and  conversely,  in the  event  ENTRADE  shall
contract the number of  outstanding  shares of Common  Stock by  combining  such
shares into a smaller  number of shares,  then, in such case, the Exercise Price
per share of the Warrant Shares  purchasable  pursuant to this Warrant in effect
at the time of such action shall be proportionately increased, and the number of
Warrant  Shares  at the  time  purchasable  pursuant  to this  Warrant  shall be
proportionally decreased. Any dividend paid or distributed upon the Common Stock
in stock of any other  class or  securities  convertible  into  shares of Common
Stock  shall be treated as a dividend  paid in Common  Stock to the extent  that
shares of Common Stock are issuable upon the conversion thereof.



                                       3
<PAGE>

                  (b) In  case,  prior  to the  expiration  of this  Warrant  by
exercise or by its terms,  ENTRADE shall be recapitalized  by reclassifying  its
Common  Stock  into  stock  with  par  value,  or  the  Company  or a  successor
corporation  shall  consolidate or merge with or convey all or substantially all
of its or of any  successor  corporation's  property  and  assets  to any  other
corporation or  corporations  (any such  corporation  being included  within the
meaning of the term "successor corporation" in the event of any consolidation or
merger of any such corporation  with, or the sale of all or substantially all of
the property of any such corporation to another corporation or corporations), in
exchange for stock or securities of a successor corporation,  the Holder of this
Warrant  shall  thereafter  have the  right to  purchase,  upon  the  terms  and
conditions and during the time specified in this Warrant, in lieu of the Warrant
Shares theretofore  purchasable upon the exercise of this Warrant,  the kind and
number  of  shares  of  stock  and  other   securities   receivable   upon  such
recapitalization  or  consolidation,  merger  or  conveyance  by a holder of the
number of shares of Common  Stock  which the Holder of this  Warrant  might have
purchased immediately prior to such recapitalization or consolidation, merger or
conveyance.

                  (c) Upon the occurrence of each event  requiring an adjustment
of the Exercise Price and of the number of Warrant Shares  purchasable  pursuant
to this Warrant in accordance  with and as required by, the terms of subdivision
(a) of this Section 5, ENTRADE shall compute the adjusted Exercise Price and the
adjusted number of Warrant Shares purchasable at such adjusted Exercise Price by
reason of such event in accordance  with the provisions of  subdivision  (a) and
shall prepare an officer's  certificate  setting  forth such  adjusted  Exercise
Price and the adjusted  number of Warrant Shares and showing in detail the facts
upon which such  conclusions  are based.  ENTRADE shall forthwith mail a copy of
such certificate to each Holder of this Warrant at the Holder's address shown in
the  Company's  Warrant  Registry,  and  thereafter  such  certificate  shall be
conclusive  and binding  upon such  Holder  unless  contested  by such Holder by
written notice to ENTRADE ten (10) days after receipt of the certificate.

                  (d)      In case:

                           (i) ENTRADE shall take a record of the holders of its
Common  Stock for the  purpose of  entitling  them to receive a dividend  or any
other  distribution in respect of the Common Stock (including cash) pursuant to,
without limitation, any spin-off, split-off or distribution of ENTRADE's assets;
or

                           (ii)  ENTRADE  shall take a record of the  holders of
its Common Stock for the purpose of entitling  them to subscribe for or purchase
any shares of stock of any class or to receive any other rights; or



                                       4
<PAGE>

                           (iii) of a classification,  reclassification or other
reorganization  of the  capital  stock of  ENTRADE,  consolidation  or merger of
ENTRADE with or into another  corporation or conveyance of all or  substantially
all of the assets of ENTRADE; or

                           (iv) of the  voluntary  or  involuntary  dissolution,
liquidation or winding up of
ENTRADE,

then, and in any such case,  ENTRADE shall mail to the Holder of this Warrant at
the Holder's  address shown in ENTRADE's  Warrant  Registry a notice stating the
date or expected  date (the "Record  Date") on which a record is to be taken for
the  purpose  of  such  dividend,   distribution   or  rights,   on  which  such
classification,   reclassification,   reorganization,   consolidation,   merger,
conveyance, dissolution, liquidation or winding up is to take place, as the case
may be. Such notice shall then specify the date or expected  date,  if any is to
be fixed,  as of which  holders of Common  Stock of record  shall be entitled to
participate in said dividend,  distribution  or rights,  or shall be entitled to
exchange  shares of Common Stock for  securities or other  property  deliverable
upon such  liquidation  or winding up, as the case may be. Such notice  shall be
provided at least fifteen (15) days prior to the Record Date.

                  (e) In case  ENTRADE  at any time  while  this  Warrant  shall
remain  unexpired  and  unexercised  shall  dissolve,  liquidate  or wind up its
affairs,  the Holder of this Warrant may receive,  upon exercise hereof prior to
the Record Date, in lieu of each share of Common Stock of ENTRADE which it would
have been  entitled to receive,  the same number of any  securities or assets as
may be issuable, distributable or payable upon any such dissolution, liquidation
or winding up with respect to each share of Common Stock of ENTRADE.

         6.       Restriction  on  Transferability.  (a)  This  Warrant and  the
shares of ENTRADE  issuable  upon the  exercise  of this  Warrant  have not been
registered  under  the  Securities  Act of 1933,  as  amended  (the  "Act").  By
acceptance hereof, the Holder covenants, agrees and represents that:

                           (i) This  Warrant  has been  acquired  for,  and such
shares,  if acquired upon the exercise of this  Warrant,  shall be acquired for,
investment  and may not be sold,  offered  for sale,  pledged,  hypothecated  or
otherwise transferred, in the absence of an effective registration statement for
such securities under the Act or an opinion of counsel  reasonably  satisfactory
to ENTRADE to the effect that  registration  is not required  under the Act, and
the Holder has the  capacity to protect his  interests  in  connection  with the
purchase of this Warrant.

                           (ii)  The  Holder  has  had  the  opportunity  to ask
questions  and receive  answers from ENTRADE  about  ENTRADE's  business and the
purchase by him of these  securities,  and he has been given the  opportunity to
make any inquiries that he may desire of any personnel of ENTRADE concerning the
proposed operation of ENTRADE and has been furnished with all of the information
he has requested. No advertisement has been used in connection with the offer or
sale of this Warrant to the Holder.





                                       5
<PAGE>


                           (iii) The  Holder  will not  offer,  sell,  transfer,
mortgage,  assign or  otherwise  dispose of this Warrant or the shares of Common
Stock  issuable  upon  the  exercise  of  this  Warrant  except  pursuant  to  a
registration  statement under the Act and  qualification  under applicable state
securities laws or pursuant to an opinion of counsel reasonably  satisfactory to
ENTRADE that such registration and qualification are not required,  and that the
transaction  (if it  involves  a sale  in the  over-the-counter  market  or on a
securities  exchange)  does not violate  any  provision  of the Act.  The Holder
understands  that a  stop-transfer  order will be placed on the books of ENTRADE
respecting this Warrant and any  certificates  representing the shares of Common
Stock  issuable  upon the exercise of this Warrant and that this Warrant and any
such  certificates  shall bear a restrictive  legend and a stop  transfer  order
shall be placed with the transfer agent prohibiting any such transfer until such
time  as the  securities  represented  by  such  certificates  shall  have  been
registered  under the Act or shall have been  transferred in accordance  with an
opinion of counsel reasonably  satisfactory to ENTRADE that such registration is
not required; and

                           (iv) The  Holder  understands  that he must  hold the
shares issuable upon the exercise of this Warrant  indefinitely  unless they are
registered under the Act or an exemption from  registration  becomes  available.
Although  ENTRADE  files  reports  pursuant  to the  Securities  Act of 1934 and
accordingly makes available to the public the information  required by Rule 144,
nothing  contained in this  Warrant  shall  require  ENTRADE to continue to make
available to the public such information.

                  (b) Each  certificate  for the shares issued upon the exercise
of the Warrant shall bear a legend in substantially the following form:

                           "The shares  represented by this Certificate have not
                  been  registered  under the Securities Act of 1933, as amended
                  (the "Act") and may not be sold,  offered  for sale,  pledged,
                  hypothecated  or otherwise  transferred  except  pursuant to a
                  registration  statement  under  the Act or an  exemption  from
                  registration  under  the  Act or  the  rules  and  regulations
                  thereunder."

         7. Registration  Rights.  The initial Holder is entitled to the benefit
of such registration rights in respect of the Shares as are set forth in Section
2.2.6 of that certain  Subscription  and  Investment  Representation  Agreement,
dated December 20, 1999 and accepted December 21, 1999, by and among Fleetfooted
& Company (SunAmerica Small Company Growth Fund) and the Company,  which Section
is incorporated herein and made a part hereof by this reference.

         8.  Registration on the Books of ENTRADE.  ENTRADE shall keep, or cause
to be kept,  at its  office  at 500  Central  Avenue,  Northfield,  Illinois,  a
register in which  ENTRADE  shall  register  this  Warrant.  No transfer of this
Warrant  shall be valid  unless  made at such  office  and noted on the  Warrant
register upon  satisfaction  of all conditions for transfer.  When presented for
transfer or payment,  this Warrant shall be accompanied by a written  instrument
or instruments of transfer or surrender,  in form satisfactory to ENTRADE,  duly
executed by the registered  Holder or by his duly authorized  attorney.  ENTRADE
may deem and treat the  registered  Holder hereof as the absolute  owner of this
Warrant for all purposes, and ENTRADE shall not be affected by any notice to the
contrary.




                                       6
<PAGE>

         9.  Governing  Law. This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the internal laws of
the State of Illinois, and not its conflict of laws provisions.


         IN WITNESS  WHEREOF,  ENTRADE has caused this Warrant to be executed by
its duly authorized officer.

                                           ENTRADE, INC.

                                           By:      __________________________
                                           Title:   __________________________



Agreed to and accepted:

HOLDER:


_________________________


Date:_____________











                                       7
<PAGE>


                                 ASSIGNMENT FORM




         FOR VALUE RECEIVED _____________________________________________ hereby

 sells, assigns and transfers unto


Name_____________________________________________________________
                  (Please typewrite or print in block letters)


Address__________________________________________________________  the  right to
purchase  Common  Stock,   represented  by  this  Warrant,   to  the  extent  of
______________  shares as to which such  right is  exercisable  and does  hereby
irrevocably  constitute and appoint  _____________________________  attorney, to
transfer the same on the books of ENTRADE with full power of substitution in the
premises.



                                        Signature__________________________


Date: __________________ , ____




THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR  TRANSFERRED  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT,  PROVIDED  THAT IN THE EVENT THAT ANY RESALE OF THIS  SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT OF 1933.



                                       8
<PAGE>


                                  PURCHASE FORM





                                          Dated _________________ , ____



         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of purchasing __________ shares of Common Stock and hereby
makes payment of $__________ in payment of the exercise price thereof.


                             -----------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name_____________________________________________________________
                  (Please typewrite or print in block letters)


Address__________________________________________________________


Social Security or other Taxpayer Identification Number__________


                                  Signature_______________________________




THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR  TRANSFERRED  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT,  PROVIDED  THAT IN THE EVENT THAT ANY RESALE OF THIS  SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT OF 1933.








                                       9
<PAGE>




                          SCHEDULE TO FORM OF WARRANT


Entrade issued warrants to purchase 12,500 shares of its common stock at a price
of $32.00 per share and warrants to purchase 8,000 shares of its common stock at
a price of $55.65 per share, all exerciseable  January 6, 2000, expiring January
5, 2003.