EXHIBIT 10.2

                            STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT  dated  January  26,  2000 by and among
ENTRADE INC., a  Pennsylvania  corporation  ("Entrade"),  and WARREN  ROTHSTEIN,
THOMAS  SETTINERI,  and  GARY  LEVI,  individuals  (each  a  "Stockholder"  and,
together, the "Stockholders").

                                R E C I T A L S:

         WHEREAS,  each  Stockholder  owns that  number of shares of the  Common
Stock  of  ATM  Service,  Ltd.,  d/b/a  ATMCenter.com,  a New  York  corporation
("ATMCenter") set forth opposite such Stockholder's name on Exhibit l(a) hereto,
representing  in the  aggregate  15% of the  issued  and  outstanding  shares of
capital stock of ATMCenter (the "Shares"); and

         WHEREAS,  Entrade desires to acquire the Shares from the  Stockholders,
in exchange for the consideration and on the terms and subject to the conditions
set  forth  in this  Agreement,  and the  Stockholders  desire  to  effect  such
exchange.

         NOW,  THEREFORE,  in consideration of the mutual covenants and premises
and the representations, warranties and conditions contained herein, the parties
hereto, intending to be legally bound hereby, agree as follows:

         SECTION 1.  THE EXCHANGE.

                  (a) Terms of the Exchange. In reliance on the representations,
warranties  and  covenants  contained  herein  and  subject  to  the  terms  and
conditions  hereof,  on  the  Closing  Date  (as  hereinafter   defined),   each
Stockholder  shall  transfer,  convey and deliver to Entrade,  and Entrade shall
acquire  from each  Stockholder,  that number of Shares of  ATMCenter  set forth
opposite such Stockholder's name on Exhibit l(a) hereto.

                  (b)  Consideration  for the Shares.  In consideration  for the
acquisition of the Shares,  Entrade shall issue to the Stockholders an aggregate
number  of fully  paid and  non-assessable  shares  of  Entrade's  Common  Stock
("Entrade's  Stock")  equal to the greater of (i)  352,941,  or (ii) that number
determined in accordance with the following  formula:  (x) $6,000,000 divided by
(y) the average  closing share price for Entrade's  Stock traded on the New York
Stock  Exchange for the five (5) business days  preceding the Closing Date.  The
shares  of  Entrade's  Stock  issuable  to the  Stockholders  as  aforesaid  are
hereinafter  referred to as the  "Acquisition  Price." No  fractional  shares of
Entrade's  Stock  and no  scrip  or  certificates  therefor  will be  issued  in
connection with the exchange. Any Stockholder who would otherwise be entitled to
receive a fraction of a share of Entrade  Common  Stock shall  receive,  in lieu
thereof,  a check  for  cash in an  amount  equal  to such  fraction  of a share
multiplied by the average closing price per share  determined in accordance with
the foregoing provisions.




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                  (c) Payment of the Acquisition Price. On the Closing Date, the
shares of Entrade's  Stock  representing  the  Acquisition  Price (the  "Entrade
Shares")  shall be  issued in the names of and  delivered  to the  Stockholders,
allocated  among them as set forth on Exhibit  l(a) hereto,  against  receipt by
Entrade from the  Stockholders of certificates  for the Shares duly endorsed for
transfer to Entrade in accordance with Section 7(c) hereof.

         SECTION 2.  THE CLOSING.

                  The closing of the  acquisition  and  conveyance of the Shares
(the  "Closing")  shall take place at the offices of Duane,  Morris & Heckscher,
LLP, One Liberty Place, Philadelphia,  Pennsylvania,  at 10:00 a.m. (local time)
on the first business day following the day on which the last to be fulfilled or
waived of the conditions set forth in Articles 7 and 8 hereof shall be fulfilled
or waived in  accordance  therewith  or (b) at such  other time and place as the
parties may agree (the "Closing Date").

         SECTION 3.        REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
STOCKHOLDERS.

                  Each Stockholder  hereby severally  represents and warrants to
Entrade as follows:

                  (a) Share  Ownership.  Such  Stockholder is the beneficial and
record  owner of the Shares set forth  opposite his name on Exhibit l(a) hereto,
free and clear of any claim, lien, pledge, option, charge, encumbrance, security
interest,  or other right of any third party  (collectively an "Encumbrance") of
any nature whatsoever.

                  (b) Authority.  Such  Stockholder has full power and authority
to enter into this  Agreement,  to execute  and  deliver  all other  agreements,
documents and/or instruments  contemplated to be executed by such Stockholder in
connection with this Agreement (the "Other  Stockholder  Documents") and to sell
such  Stockholder's  Shares  in  accordance  with the  terms  hereof in a manner
necessary to convey to Entrade good and  marketable  title to such Shares,  free
and clear of any Encumbrance of any nature  whatsoever and without requiring the
consent of any third party,  including,  without  limitation,  any  governmental
agency or authority.  This  Agreement and all Other  Stockholder  Documents have
been duly executed and delivered by such  Stockholder  and constitute the legal,
valid and binding  obligations  of such  Stockholder,  enforceable  against such
Stockholder in accordance with their respective terms,  except as enforceability
may be limited by  bankruptcy,  insolvency  or other  similar laws  affecting or
relating to the enforcement of creditors  rights  generally and the availability
of equitable remedies, including specific performance.

                  (c) No Violation,  Etc. Neither such  Stockholder's  execution
and delivery of this Agreement or any of the Other  Stockholder  Documents,  the
consummation of the transactions  contemplated herein or therein, nor compliance
by such  Stockholder  with any of the  provisions  hereof or thereof  will:  (i)
result in the creation of any Encumbrance upon such  Stockholder's  Shares under
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture,  deed of  trust,  license,  agreement,  or any  other  instrument  or
obligation to which such  Stockholder is a party or by which such Stockholder or
such Stockholder's Shares may be bound or affected, or (ii) violate





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any order, writ, injunction,  decree,  statute, rule or regulation applicable to
such Stockholder or such Stockholder's Shares.

                  (d) No Other  Agreements to Sell Shares.  Such Stockholder has
no understanding with or obligation, absolute or contingent, to any other person
or firm to sell or otherwise dispose of such Stockholder's Shares, to effect any
merger,  consolidation or other reorganization of ATMCenter or to enter into any
agreement with respect thereto.

                  (e)  Investment Representations. Such Stockholder is acquiring
his shares of Entrade's Stock for his own account, for investment and not with a
view to the sale, transfer, disposition or distribution thereof.

                  (f) Litigation. There is no litigation, proceeding or arbitral
action pending or, so far as is known to such  Stockholder,  threatened  against
such Stockholder  relating to such  Stockholder's  ownership or proposed sale of
the Shares.

         SECTION 4. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ATMCENTER.

                  Except  as set forth in the  disclosure  letter  delivered  to
Entrade at or prior to the execution hereof (the "ATMCenter Disclosure Letter"),
the  Stockholders,  jointly and  severally,  represent and warrant to Entrade as
follows:

                  (a) No Other Agreements to Sell Assets or Business.  ATMCenter
has no understanding  with or obligation,  absolute or contingent,  to any other
person or firm to sell any of its assets  (other  than sales of  products in the
ordinary  course  of  business),  to issue  any  capital  stock or any  security
convertible  into or  exchangeable  for capital stock,  or to effect any merger,
consolidation  or other  reorganization  or to enter  into  any  agreement  with
respect thereto.

                  (b)  Consents,  No Conflicts,  Etc.  Neither the execution and
delivery of this Agreement or the Other Stockholder Documents,  the consummation
of the  transactions  contemplated  herein or  therein,  nor  compliance  by the
Stockholders  with any of the provisions  hereof or thereof will: (i) violate or
conflict with the certificate of incorporation,  by-laws or other organizational
documents of ATMCenter,  (ii)  violate,  conflict  with,  result in a breach of,
constitute  a default  (or an event  which with the giving of notice or lapse of
time or both would constitute a default) under, or result in the acceleration of
payment or performance  under,  or  termination  of, any note,  bond,  mortgage,
indenture,  deed of  trust,  license,  agreement,  or any  other  instrument  or
obligation to which  ATMCenter is a party,  or by which  ATMCenter or any of its
assets or properties  may be bound or affected,  (iii) result in the creation of
any  Encumbrance  upon any of the Shares or any of the assets or  properties  of
ATMCenter,  (iv) violate any order, writ, injunction,  decree,  statute, rule or
regulation  applicable  to ATMCenter or any of its assets or  properties  or (v)
require  the  consent,  approval,   permission  or  other  authorization  of  or
qualification  or  filing  by or with any  court,  arbitrator  or  governmental,
administrative or self-regulatory authority.





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                  (c)   Organization,   Good  Standing  and   Capitalization  of
ATMCenter.  ATMCenter is a corporation  duly organized,  validly existing and in
good  standing  under  the laws of the  State  of New  York.  ATMCenter  has all
requisite  corporate power to carry on its business as it is now being conducted
and  is  duly  qualified  to  do  business  as a  foreign  corporation  in  each
jurisdiction  where the failure to be  qualified  would have a material  adverse
effect on it.  ATMCenter's  authorized  capital  consists  exclusively  of 2,000
shares of Common Stock, of which 2,000 shares are issued and outstanding. All of
the  outstanding  shares of capital stock of ATMCenter have been duly authorized
and are  validly  issued,  fully paid and  nonassessable.  There are no existing
options,  warrants,  calls  or  commitments  of  any  character  whatsoever,  or
agreements  to grant  the same,  relating  to  ATMCenter's  capital  stock,  and
ATMCenter has no outstanding  securities  convertible  into or  exchangeable  or
exercisable for any shares of its capital stock or any options,  warrants, calls
or commitments of any character  whatsoever with respect to the issuance of such
convertible  securities.  ATMCenter holds no capital stock,  options,  warrants,
calls or other  equity  interests  or any  convertible  securities  in any other
enterprise.

                  (d) Financial Statements. ATMCenter has delivered to Entrade a
true and complete copy of the unaudited,  management  prepared  balance sheet of
the company dated as of November 30, 1999  (hereinafter,  the "Balance  Sheet").
The foregoing  financial  statements  fairly  present the  financial  condition,
results of operations, assets, liabilities,  changes in stockholders' equity and
cash flow of ATMCenter as of the dates and for the periods indicated.

                  (e) Absence of Undisclosed Liabilities and Obligations. Except
as and to the extent  reflected or reserved  against in the Balance Sheet or the
Exhibits thereto, as of November 30, 1999 (the "Balance Sheet Date"),  ATMCenter
had  no  material  liabilities  or  obligations   (whether  accrued,   absolute,
contingent or otherwise).

                  (f)  Absence of Certain Changes or Events.  Since the Balance
Sheet Date there has not been any:

                           (i)  change in the condition (business, financial  or
otherwise),  assets,  liabilities,   earnings  or  business  of  ATMCenter  (the
"Business"),  except for changes which have  occurred in the ordinary  course of
business and which have not,  individually or in the aggregate,  been materially
adverse to ATMCenter taken as a whole;

                           (ii)   (A)  change in the number of shares of capital
stock of ATMCenter  issued and outstanding,  (B) declaration,  setting aside, or
payment of any  dividend or other  distribution  (whether  in cash,  securities,
property or otherwise) in respect of ATMCenter's  capital stock,  or (C) payment
to any ATMCenter  stockholder or any Affiliate (as defined in Section 15 hereof)
of  any  ATMCenter  stockholder  (whether  in  cash,  securities,   property  or
otherwise)  in respect of any service fee,  management  fee or similar  overhead
charge;

                           (iii)  mortgage,  pledge   or   subjection   to   any
Encumbrance of any of ATMCenter's assets except (A) the lien of current real and
personal  property  taxes  incurred  but not yet due and payable or (B) liens or
obligations arising in the ordinary course of business securing  obligations not
yet due and payable;




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                           (iv) material liability incurred by ATMCenter, except
liabilities  incurred in the  ordinary  course of business or which would not in
the  aggregate  have a material  adverse  effect on the  financial  condition of
ATMCenter;

                           (v)   borrowing   of  any  money  by   ATMCenter   or
guaranteeing of any indebtedness of others;

                           (vi) lending of any money or  otherwise  pledging the
credit of ATMCenter;

                           (vii) failure to operate the business of ATMCenter in
the ordinary  course so as to seek to preserve the  businesses  intact,  to keep
available to ATMCenter the services of  ATMCenter's  Personnel,  and to preserve
the goodwill of  ATMCenter's  suppliers,  customers and others  having  business
relations with them; or

                           (viii)  other  event or  condition  of any  character
which individually or in the aggregate has materially adversely affected, or any
event or condition known to ATMCenter or the Stockholders which it is reasonable
to expect will, individually or in the aggregate, materially adversely affect in
the  future,  the  condition   (business,   financial  or  otherwise),   assets,
liabilities, earnings, liquidity, prospects or business of ATMCenter.

                  (g) Tax Matters.  ATMCenter has duly filed all tax reports and
returns required to be filed by it (if any), including all United States, state,
local and  foreign  tax  returns  and  reports.  All tax  returns and reports of
ATMCenter  filed prior to the date hereof (if any) are  accurate and complete in
all material  respects and were prepared in conformity  with all applicable laws
and  regulations.  ATMCenter  has:  (i) paid in full all Taxes  (as  hereinafter
defined)  due and  owing on any such  returns  and  reports  or any  assessment,
deficiency notice,  30-day letter or similar notice received by it and (ii) made
adequate provision (by the establishment of reserves or otherwise) for all Taxes
relating  to or arising in  connection  with any period  ending on or before the
date hereof.  All Taxes which ATMCenter has been required to collect or withhold
have been duly collected or withheld and, to the extent required, have been duly
paid to the proper  taxing  authority.  ATMCenter  is not a party to any pending
action or proceeding  by any  governmental  authority for the  assessment of any
Tax, and no claim for  assessment  or  collection  of any Tax has been  asserted
against  ATMCenter that has not been paid.  There are no material Tax liens upon
any property or assets of  ATMCenter.  There are no  outstanding  agreements  or
waivers extending any statutory period of limitations  applicable to any federal
income tax return or other material tax return of ATMCenter for any period.  For
the  purposes of this  Agreement,  any United  States,  state,  local,  foreign,
income,  sales, use, transfer,  payroll,  personal property,  occupancy or other
tax, levy, impost, fee, imposition or similar charge,  together with any related
addition to tax, interest or penalty thereon, is referred to as a "Tax."

                  (h) Tangible Properties.  Except as set forth on the ATMCenter
Disclosure  Letter,  ATMCenter  has  good  and  marketable  title  to all of its
respective  properties  and assets,  real,  personal,  tangible  and  intangible
(including  those  reflected  in the  Balance  Sheet,  except  as since  sold or
otherwise  disposed  of in the  ordinary  course  of  business,  which  sale  or
disposition,  in  any  individual  case  or in  the  aggregate,  has  not  had a
materially adverse effect upon ATMCenter), free and clear of all Encumbrances of
any nature whatsoever, except for (A) the lien of taxes not yet due and






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payable, and (B) such imperfections of title and Encumbrances, if any, as do not
materially  detract  from the value,  or  interfere  with the present use of the
properties  or the business of  ATMCenter,  or otherwise  materially  impair the
business operations of ATMCenter.

                  (i) Intellectual  Properties.  The ATMCenter Disclosure Letter
contains  accurate  lists and  summary  descriptions  of (i) all  patents of any
description and pending applications  therefor,  all registrations of trademarks
and of other marks,  all  registrations  of trade  names,  labels or other trade
rights,  all  registered  user entries,  all pending  applications  for any such
registrations or entries,  all copyright  registrations and pending applications
therefor,  all other  copyrights,  trademarks  and other marks,  trade names and
other  trade   rights  and   licenses   therefor   (collectively   "Intellectual
Properties"),  all to the extent that the foregoing  items are owned in whole or
in part  or used by the  ATMCenter;  and (B) all  computer  software  (including
without limitation,  all computer programs,  data bases and documentation) owned
in whole or in part or used by ATMCenter.  The Intellectual  Properties referred
to  above  are all  those  used in the  business  of  ATMCenter.  Other  than as
disclosed in the ATMCenter Disclosure Letter, no person has a right to receive a
royalty with respect to any of the  Intellectual  Properties  referred to above,
and ATMCenter has no licenses  granted by or to it or other  agreements to which
it is a party,  relating  in whole  or in part to any  Intellectual  Properties,
whether owned by ATMCenter or otherwise.  No other  Intellectual  Properties are
required  to permit the conduct of  ATMCenter's  business  as now  conducted  or
presently  proposed to be conducted  without conflict with the rights of others.
All of  the  patents,  trademarks,  trademark  registrations,  trade  names  and
copyrights referred to above are valid and in full force and effect. To the best
of the  knowledge of The  Stockholders,  ATMCenter is not  infringing  upon,  or
otherwise  violating,  the  rights  of  any  third  party  with  respect  to any
Intellectual  Properties.  No proceedings have been instituted against or claims
received by  ATMCenter,  nor are any  proceedings  threatened  alleging any such
violation,  nor do ATMCenter or the Stockholders know of any valid basis for any
such proceeding or claim. To ATMCenter's and the Stockholders' knowledge,  there
is no  infringement  or other  adverse  claim  against  any of the  Intellectual
Properties owned or used by ATMCenter.

                  (j)   Litigation.   There  is  neither  (i)  any   litigation,
proceeding or arbitral action pending or threatened against (A) ATMCenter or any
of its properties,  or (B) the Stockholders with respect to the Shares, nor (ii)
any  pending  or  threatened  governmental  investigation  against  any  of  the
foregoing nor (iii) any valid basis known to ATMCenter or the  Stockholders  for
any such litigation,  proceeding or investigation which, if adversely determined
could,  in any one case or in the aggregate,  have a material  adverse effect on
the business or prospects of  ATMCenter.  There are no decrees,  injunctions  or
orders of any court or  governmental  department or agency  outstanding  against
ATMCenter or against the Stockholders with respect to the Shares.

                  (k) Compliance  with Laws;  Permits.  To the best knowledge of
the  Stockholders,  ATMCenter  has  complied in all material  respects  with all
applicable  statutes,  regulations,  orders,  ordinances  and other  laws of the
United States, all state,  local and foreign  governments and other governmental
bodies and  authorities,  and  agencies of any of the  foregoing  to which it is
subject.  To the best knowledge of the Stockholders,  ATMCenter has not received
any notice to the effect that,  or otherwise  been  advised  that,  it is not in
compliance with any of such statutes,  regulations and orders, ordinances, other
laws or undertakings, and the Stockholders have no reason to anticipate that




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any past or presently existing practices, activities or circumstances are likely
to result in violations of any such regulations  which could, in any one case or
in the  aggregate,  cause a material loss or otherwise  have a material  adverse
effect on the business of ATMCenter.  To the best knowledge of the Stockholders,
ATMCenter has duly filed all reports and returns required to be filed by it with
governmental  authorities  and  obtained  all  Permits  which  are  required  in
connection  with its  business  and  operations.  To the best  knowledge  of the
Stockholders,  ATMCenter is in compliance  with all terms and  conditions of all
required Permits. To the best knowledge of the Stockholders,  all Permits are in
full force and effect,  and no proceedings for the suspension or cancellation of
any Permit is pending or threatened.

                  (l) No Brokers.  Neither  ATMCenter  nor any  Stockholder  has
entered into any agreement, arrangement or understanding with any person or firm
which will result in the obligation of ATMCenter, Entrade, or any Stockholder to
pay any finder's fee, brokerage commission or similar payment in connection with
the transactions contemplated hereby.

                  (m)   Transactions   with   Certain   Persons.   Neither   the
Stockholders, any officer or director of ATMCenter, any employee of ATMCenter or
member  of any  such  person's  immediate  family  is  presently  a party to any
material  transaction  with  ATMCenter  relating to the  business of  ATMCenter,
including,  without limitation, any contract, agreement or other arrangement (A)
providing  for the  furnishing  of services by, (B)  providing for the rental of
real or personal  property from, or (C) otherwise  requiring  payments to (other
than for services as officers,  directors  or employees of  ATMCenter)  any such
person  or  corporation,  partnership,  trust or other  entity in which any such
person has a substantial interest as a shareholder,  officer,  director, trustee
or partner.

                  (n)  Disclosure.   No   representation  or  warranty  made  by
ATMCenter  or the  Stockholders  in this  Agreement  or in any  Other  ATMCenter
Document  or Other  Stockholder  Document,  or any  Exhibit  hereto  or  thereto
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary to make the statements  contained  herein or therein not false or
misleading.

         SECTION 5.        REPRESENTATIONS AND WARRANTIES OF ENTRADE .

                  Entrade hereby  represents and warrants to the Stockholders as
follows:

                  (a) Organization  and Good Standing.  Entrade is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
Commonwealth of Pennsylvania,  and has all requisite corporate power to carry on
its business as it is now being conducted.

                  (b) Authority;  Execution and Delivery. Entrade has full power
and authority to enter into this Agreement and all other  agreements,  documents
and instruments  contemplated  to be executed by it in connection  herewith (the
"Other  Entrade  Documents").  The execution,  delivery and  performance of this
Agreement  and the  Other  Entrade  Documents  by  Entrade  have  been  duly and
effectively authorized by its Board of Directors. No other corporate proceedings
on the part of Entrade is  required to  authorize  this  Agreement  or the Other
Entrade Documents;  and this Agreement and the Other Entrade Documents have been
duly executed and delivered by Entrade, and constitute legal,




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valid and binding obligations enforceable against Entrade in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy, insolvency
or other  similar laws  affecting or relating to the  enforcement  of creditors'
rights generally and the availability of equitable remedies,  including specific
performance.

                  (c) No Brokers.  Entrade has not entered  into any  agreement,
arrangement  or  understanding  with any person or firm which will result in the
obligation of ATMCenter,  Entrade,  or any  Stockholder to pay any finder's fee,
brokerage  commission  or similar  payment in connection  with the  transactions
contemplated hereby.

                  (d)  Consents,  No Conflicts,  Etc.  Neither the execution and
delivery of this Agreement or the Other Entrade  Documents,  the consummation by
Entrade of the transactions  contemplated  herein or therein,  nor compliance by
Entrade  with any of the  provisions  hereof or  thereof  will:  (i)  violate or
conflict with any provision of its articles of  incorporation  or by-laws,  (ii)
violate  any  order,  writ,  injunction,  decree,  statute,  rule or  regulation
applicable to Entrade or any of its assets or  properties,  or (iii) require the
consent,  approval,  permission  or other  authorization  of or by or  filing or
qualification  with any court,  arbitrator or governmental,  administrative,  or
self regulatory authority.

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

                  (f) Absence of Undisclosed Liabilities and Obligations. Except
as and to the extent reflected or reserved against in the Entrade Reports, as of
the respective dates thereof Entrade had no liabilities or obligations  (whether
accrued, absolute, contingent or otherwise) of a nature required to be reflected
in a corporate  balance sheet  prepared in accordance  with GAAP or disclosed in
the notes thereto.

                  (g) Disclosure.  No representation or warranty made by Entrade
in this Agreement or the Other Entrade  Documents  contains any untrue statement
of a  material  fact or omits to state a  material  fact  necessary  to make the
statements contained herein or therein not false or misleading.







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         SECTION 6.        CERTAIN COVENANTS AND AGREEMENTS.

                  (a) Access to Information  Before Closing.  Entrade may, prior
to  the  Closing  Date,  make,  or  cause  to be  made,  such  investigation  of
ATMCenter's  financial,  legal,  tax,  accounting or other condition as it deems
necessary or advisable.  The Stockholders  shall use their best efforts to cause
ATMCenter to permit Entrade and its authorized representatives,  including legal
counsel, investment bankers and independent accountants,  upon reasonable notice
to have  full  access to the  properties  and  relevant  books  and  records  of
ATMCenter at reasonable  business hours,  and to cause ATMCenter to furnish,  or
cause to be furnished,  to Entrade such  financial and operating  data and other
information  and copies of  documents  with respect to the  products,  services,
operations  and  properties  of  ATMCenter  as  Entrade  shall from time to time
request. No investigation made by Entrade or its representatives,  except to the
extent  of  actual  knowledge  by  Entrade  of any  inaccuracy  or breach of the
representations  and  warranties of the  Stockholders  contained  herein,  shall
affect any of such  representations  and  warranties  in this  Agreement  or the
liability  of  the  Stockholders   with  respect  thereto.   In  the  event  the
transactions  contemplated by this Agreement  shall not be consummated,  Entrade
will return to ATMCenter all documents, work papers and other materials obtained
from ATMCenter  relating to the  transactions  contemplated  hereby,  whether so
obtained  before  or after the  execution  hereof,  and  Entrade  will  treat in
confidence all such information.  Entrade shall have completed its due diligence
investigation of ATMCenter, including, but not limited to, financial, legal, tax
and accounting due diligence, by that date which is fourteen (14) days following
the date of this Agreement ("Review Period End Date"). If such investigation and
the information  obtained in connection  therewith has not been  satisfactory to
Entrade in its sole discretion,  Entrade shall have the option to terminate this
Agreement as provided in Section 10(a)(v) hereof.

                  (b) Further Assurances.  If at any time after the Closing Date
any further  assignments,  conveyances  or  assurances  in law are  necessary or
desirable  to vest,  perfect or  confirm  of record in Entrade  the title to the
Shares or otherwise to carry out the provisions  hereof,  the Stockholders shall
execute  and  deliver any and all proper  documents,  instruments  and powers of
attorney and  assurances in law, and do all things  necessary or proper to vest,
perfect or confirm title to the Shares in Entrade and otherwise to carry out the
provisions   hereof.  If  at  any  time  after  the  Closing  Date  any  further
assignments,  conveyances  or  assurances  in law are  necessary or desirable to
vest,  perfect or confirm of record in the Stockholders or any of them the title
to any shares of Entrade's  Stock,  the proper officers of Entrade shall execute
and deliver any and all proper documents, instruments and powers of attorney and
assurances  in law, and do all things  necessary  or proper to vest,  perfect or
confirm  title to the Entrade  Shares in the  Stockholders  to the extent of its
interests therein.

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






                                       -9-

<PAGE>



Board of Directors  of Entrade in the exercise of its good faith  judgment as to
its fiduciary duties to its shareholders imposed by law.

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

                  (e)  Listing Application.  E ntrade shall promptly prepare and
submit to the NYSE a listing application  covering the shares of Entrade's Stock
issuable in the transactions contemplated




                                      -10-

<PAGE>



by this  Agreement,  and shall use  reasonable  efforts to obtain,  prior to the
Closing  Date,  approval for such listing of such  Entrade's  Stock,  subject to
official notice of issuance.

         SECTION 7.      CONDITIONS TO OBLIGATIONS OF ENTRADE.

                  The  obligation  of Entrade  to  consummate  the  transactions
contemplated  by this  Agreement  shall be  subject to the  fulfillment,  or the
waiver by Entrade, on or prior to the Closing Date of the following conditions:

                  (a) Stockholders' Performance.  Each of the obligations of the
Stockholders  to be  performed  on or before the Closing Date under the terms of
this  Agreement  shall have been duly  performed by the Closing Date, and on the
Closing Date, the Stockholders  shall have delivered to Entrade  certificates to
such effect.

                  (b)    Representations    and    Warranties    Correct.    The
representations  and  warranties  made by the  Stockholders  in Sections 3 and 4
hereof shall be true and correct in all material  respects when made,  and shall
be true and correct in all  material  respects on the Closing Date with the same
force and effect as if they had been made on and as of the Closing Date,  and on
the Closing Date, the Stockholders shall have delivered to Entrade  certificates
to such effect.

                  (c)  Operations in Usual Manner.  During  the period from  and
after the date of this Agreement through the Closing, ATMCenter shall have:

                           (i) continued to conduct its business in the ordinary
course;

                           (ii)  not  declared  or  paid  any  dividends  on its
capital stock or made any other  distribution  with respect  thereto or made any
payment on account of the repurchase,  redemption or retirement of any shares of
its capital stock or debt securities;

                           (iii)  not  incurred  or  guaranteed  any  additional
indebtedness for borrowed money, granted any salary increase or bonus or entered
into any long-term  contract,  other than in the ordinary course of business and
when such  transactions are not,  individually or in the aggregate,  material to
ATMCenter;

                           (iv) not amended its  certificate  of  incorporation,
by-laws or any other  organizational  document unless, and only insofar as, such
amendment  was  necessary  to carry out the  transactions  contemplated  by this
Agreement;

                           (v)  promptly  notified  Entrade in writing  upon the
discovery or receipt of notice of any event of default or any event which,  with
notice or lapse of time or both,  would constitute an event of default under any
material agreement to which ATMCenter is a party or by which any of its property
is bound or the  filing of any  material  litigation  against  ATMCenter  or the
existence of any dispute with any person that  involves a reasonable  likelihood
of such litigation being commenced;






                                      -11-

<PAGE>



                           (vi)  provided  to  Entrade  in  writing  as  soon as
available  after each  monthly  accounting  period an unaudited  balance  sheet,
statement of operation and statement of changes in financial  condition for such
monthly period and from the beginning of  ATMCenter's  fiscal year to the end of
such monthly period; and

the Stockholders shall have delivered to Entrade certificates to such effect.

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

                  (e) Stock Certificates.  On the Closing Date, each Stockholder
shall have delivered to Entrade a certificate or  certificates  evidencing  such
Stockholder's   Shares  free  and  clear  of  all  Encumbrances  of  any  nature
whatsoever, duly endorsed for transfer to Entrade or accompanied by stock powers
duly  executed for  transfer to Entrade and with all  requisite  documentary  or
stock transfer tax stamps affixed or paid for by such Stockholder.

                  (f)   Approvals   and   Consents.   This   Agreement  and  the
transactions described herein shall have been approved in the manner required by
applicable law or by the  applicable  regulations of any stock exchange or other
regulatory  body,  as the case may be,  and by the  holders  of the  issued  and
outstanding shares of capital stock of Entrade,  and the Stockholders shall have
obtained  or caused  ATMCenter  to have  obtained  and shall have  delivered  to
Entrade all requisite  approvals and consents  from  governmental  or regulatory
bodies or agencies,  whether federal,  state,  local or foreign,  or pursuant to
leases, mortgages, contracts, agreements, licenses or Permits, necessary for the
performance of its obligations hereunder.

                  (g) Financial Condition. On the Closing Date, there shall have
been no material adverse change in the financial condition,  business operations
or prospects, financial or otherwise, of ATMCenter since the date of the Balance
Sheet and, on the Closing Date, the Stockholders shall have delivered to Entrade
a certificate to such effect.

                  (g)  Proceedings  and  Documents.   All  corporate  and  other
proceedings  in connection  with the  transactions  contemplated  hereby and all
documents  and  instruments  incident to such  transactions  shall be reasonably
satisfactory in form and substance to Entrade and its counsel.

                  (h)  Other Closing  Documents.  The  Stockholders  shall  have
delivered to Entrade all of the following documents:

                           (i)   certified   copies   of  the   Certificate   of
Incorporation and By-Laws of ATMCenter, as in effect on the Closing Date; and






                                      -12-

<PAGE>



                           (ii)   such   other   documents   relating   to   the
transactions  contemplated  by this  Agreement  as Entrade or its counsel  shall
reasonably request.

                           (j)  Shareholders'  Agreement.  ATMCenter and each of
its  stockholders  shall have executed and delivered to Entrade a  Shareholders'
Agreement ("Shareholders' Agreement") in the form of Exhibit 7(k) hereto.

         SECTION 8.  CONDITIONS TO OBLIGATIONS OF THE STOCKHOLDERS.

                  The obligations of Stockholders to consummate the transactions
contemplated  hereby shall be subject to the  fulfillment,  or the waiver by the
Stockholders  or their  representative,  on or prior to the Closing  Date of the
following conditions:

                  (a) Entrade's Performance.  Each of the obligations of Entrade
to be performed on or before the Closing Date under the terms of this  Agreement
shall have been duly  performed by the Closing  Date,  and on the Closing  Date,
Entrade shall have delivered to the Stockholders a certificate to such effect.

                  (b)    Representations    and    Warranties    Correct.    The
representations and warranties made by Entrade in Section 5 hereof shall be true
and correct in all material respects when made, and shall be true and correct in
all  material  respects on the Closing Date with the same force and effect as if
they had been  made on and as of the  Closing  Date,  and on the  Closing  Date,
Entrade shall have delivered to the Stockholders a certificate to such effect.

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

                  (d)   Approvals   and   Consents.   This   Agreement  and  the
transactions described herein shall have been approved in the manner required by
applicable law or by the  applicable  regulations of any stock exchange or other
regulatory  body,  as the case may be,  and by the  holders  of the  issued  and
outstanding shares of capital stock of Entrade,  and Entrade shall have obtained
and shall have delivered to the Stockholders  all other requisite  approvals and
consents from  governmental or regulatory  bodies or agencies,  whether federal,
state,  local  or  foreign,  or  pursuant  to  leases,   mortgages,   contracts,
agreements,   licenses  or  Permits,   necessary  for  the  performance  of  its
obligations hereunder.

                  (e) Financial Condition. On the Closing Date, there shall have
been no material adverse change in the financial condition,  business operations
or  prospects,  financial or  otherwise,  of Entrade as reflected in the Entrade
Reports  and,  on  the  Closing  Date,  Entrade  shall  have  delivered  to  the
Stockholders a certificate to such effect.





                                      -13-

<PAGE>



                  (f)  Proceedings  and  Documents.   All  corporate  and  other
proceedings  in connection  with the  transactions  contemplated  hereby and all
documents  and  instruments  incident to such  transactions  shall be reasonably
satisfactory  in form and substance to the  Stockholders,  and their  respective
counsel.

                  (g)  Other Closing Documents.  Entrade shall have delivered to
the Stockholders all of the following documents:

                           (i) certified  copies of the resolutions duly adopted
by  Entrade's  Board  of  Directors  authorizing  the  execution,  delivery  and
performance of this Agreement and the Other Entrade Documents;

                           (ii)   certified   copies  of  the   Certificate   of
Incorporation and By-Laws of Entrade, as in effect on the Closing Date; and

                           (iii)   such   other   documents   relating   to  the
transactions  contemplated  by  this  Agreement  as the  Stockholders  or  their
respective counsel shall reasonably request.

                  (h)  Shareholders' Agreement.  Entrade shall have executed and
delivered to ATMCenter and each of its stockholders the Shareholders' Agreement.


         SECTION 9.        OBLIGATIONS OF PARTIES AFTER CLOSING.

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

                  (b)  Stockholders'  Agreement to Indemnify.  The  Stockholders
shall jointly and severally  indemnify and hold harmless  Entrade against and in
respect of any and all liabilities,  losses,  damages,  deficiencies,  costs, or
expenses  (including,  without  limitation,  the reasonable fees and expenses of
counsel) (collectively  "Losses") resulting from any misrepresentation or breach
of  representation  or warranty in Sections 3 or 4 hereof or certification  with
respect thereto in Section 7(b) hereof, or the  nonfulfillment of any agreement,
covenant or obligation  made by the  Stockholders in this Agreement or the Other
Stockholder  Documents  executed and delivered by the Stockholders in connection
herewith.

                  (c) Entrade's Agreement to Indemnify.  Entrade shall indemnify
and hold harmless the Stockholders  against and in respect of any and all Losses
resulting from any  misrepresentation or breach of representation or warranty in
Section 5 hereof or  certification  with respect thereto in Section 8(e) hereof,
or the  nonfulfillment of any agreement,  covenant or obligation made by Entrade
in this  Agreement or the Other  Entrade  Documents  executed  and  delivered by
Entrade in connection herewith.






                                      -14-

<PAGE>



                  (d) Claims for  Indemnification.  If any party hereto believes
it has suffered or incurred any Loss such party (the "Indemnified  Party") shall
so  notify  the  party or  parties  believed  to be  responsible  for such  Loss
(collectively,  the  "Indemnifying  Party") promptly in writing  describing such
Loss, the amount thereof,  if known, and the method of computation of such Loss,
all with reasonable  particularity  and containing a reference to the provisions
of this Agreement or any document  delivered pursuant hereto in respect of which
such  Loss  shall  have  occurred.  If any  action  at law or suit in  equity is
instituted  by or against a third party with  respect to which any party  hereto
intends to claim any liability or expense as a Loss  hereunder,  the Indemnified
Party shall promptly notify the  Indemnifying  Party of such action or suit. The
Indemnifying Party shall be entitled to participate,  at its own expense, in the
defense  or  settlement  of any  matter  for  which  indemnification  is  sought
hereunder  and the parties  agree to cooperate in any such defense or settlement
and to give each other full  access to all  information  relevant  thereto.  The
Indemnifying Party shall not be obligated to indemnify the other party hereunder
for any settlement  entered into without the Indemnifying  Party's prior written
consent, which consent shall not be unreasonably withheld or delayed.

                  (e)  Restrictions on Transfer of the Entrade Shares.  Prior to
the first  anniversary  of the Closing Date,  the  Stockholders  shall not sell,
transfer or  otherwise  dispose of (other than to pledge and borrow  against the
Entrade  Shares),  in the  aggregate,  more than the  number of  Entrade  Shares
determined as provided  hereinafter (the "Saleable Entrade Shares").  The number
of Saleable  Entrade  Shares  during the first three month period  following the
Closing Date shall be equal to one- twelfth (1/12) of the Entrade Shares,  which
number shall  increase in each  subsequent  three month period by an  additional
one-twelfth (1/12) of the Entrade Shares,  provided that the aggregate number of
Saleable  Entrade Shares shall not exceed  one-third (1/3) of the Entrade Shares
during  the one  year  period  following  the  Closing  Date.  The  Stockholders
acknowledge  that any  certificate  evidencing  the Entrade  Shares shall bear a
legend setting forth the aforesaid  restrictions on transfers.  The restrictions
provided  for herein  shall  terminate  and have no further  effect on the first
anniversary of the Closing Date,  and from and after that date the  Stockholders
shall have the right to exchange  their  certificates  representing  the Entrade
Shares for certificates  without the aforesaid legend. The Stockholders  further
acknowledge that the restrictions provided for herein are in addition to any and
all other restrictions on transfers that may be applicable to the Entrade Shares
or the  Stockholders  under federal or state  securities  laws or regulations or
under the rules of the NYSE.

                  (f) Restrictions on Entrade License Agreements. For so long as
Entrade  continues to hold at least five percent (5%) of the outstanding  shares
of ATMCenter  capital  stock,  entrade.com,  Inc. (a wholly owned  subsidiary of
Entrade), shall not enter into any license of the "entrade transaction software"
(as that term is defined  in that  certain  Software  License  Agreement  by and
between entrade.com, Inc. and ATMCenter dated as of September, 1999) with any of
the persons or entities  listed on Exhibit 9(f) hereto,  without first obtaining
ATMCenter's written consent.

         SECTION 10.  TERMINATION; EXPENSES.

         (a)  Termination. This Agreement may be terminated prior to the Closing
as follows:







                                      -15-

<PAGE>



                           (i) at any  time by the  mutual  written  consent  of
Entrade and the Stockholders;

                           (ii) by either  Entrade  or the  Stockholders  if the
approval of  Entrade's  shareholders  as required by Section 6(d) shall not have
been obtained at a meeting duly convened therefor or at any adjournment thereof,
or by the  Stockholders if the Form S-4 has not become  effective within 75 days
following the date of this Agreement (provided that, if the SEC elects to review
the Form S-4, such 75-day period shall be automatically extended to 120 days);

                           (iii)  by  Entrade   upon   written   notice  to  the
Stockholders  if a material breach of a warranty or  representation  or covenant
made by ATMCenter or any  Stockholder  shall have occurred and such breach shall
not have been  cured,  or is not  capable of being  cured,  within 30 days after
notice of the  existence  thereof  shall have been given by Entrade  (but in any
event prior to the Closing Date);

                           (iv)  by the  Stockholders  upon  written  notice  to
Entrade if a material breach of a warranty or representation or covenant made by
Entrade shall have occurred and such breach shall not have been cured, or is not
capable of being  cured,  within 30 days after notice of the  existence  thereof
shall have been given by the Stockholders (but in any event prior to the Closing
Date);

                           (v)  by   Entrade   upon   written   notice   to  the
Stockholders  on or before the Review Period End Date if Entrade's due diligence
investigation  and the  information  obtained in connection  therewith shall not
have been satisfactory to Entrade as provided in Section 7(j) hereof;

                           (vi)  by   Entrade   upon   written   notice  to  the
Stockholders  if a  materially  adverse  change  in the  business  or  financial
condition  of  ATMCenter  shall  have  occurred  or shall have  become  known to
Entrade, or if any material litigation shall be instigated or threatened against
ATMCenter, after the date hereof and on or prior to the Closing Date;

                           (vii) by the  Stockholders  upon  written  notice  to
Entrade if a materially adverse change in the business or financial condition of
Entrade shall have occurred or shall have become known to the  Stockholders,  or
if any material  litigation  shall be instigated or threatened  against Entrade,
after  the date  hereof  and on or  prior to the  Closing  Date  (provided  that
fluctuations in the public share price of Entrade's Stock, absent other material
considerations, shall not be deemed a material adverse change in its business or
financial condition);

                  (b) Expenses. Each of the parties to this Agreement shall bear
the expenses  incurred by it in connection with the  negotiation,  execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.




                                      -16-
<PAGE>



         SECTION 11. WAIVER.

                  Any of the terms or conditions of this Agreement may be waived
at any  time and from  time to time in  writing  by the  party  entitled  to the
benefits  thereof  without  affecting  any  other  terms or  conditions  of this
Agreement.

         SECTION 12.  NOTICES, ETC.

                  All  notices,   requests,  demands  and  other  communications
hereunder  shall be in writing,  and shall be deemed to have been duly given, if
delivered  in  person  or by  courier,  telegraphed,  telexed  or  by  facsimile
transmission or mailed by certified or registered mail, postage prepaid:

         If to Stockholders:             c/o ATMCenter.com
                                         220 White Plains Road
                                         Tarrytown, NY 10591
                                         Telecopier:       (914) 631-6500

         with a copy to:                 Astor Weiss Kaplan & Rosenblum LLP
                                         200 South Broad Street, Sixth Floor
                                         Philadelphia, PA 19102
                                         Telecopier:       (215) 790-0509
                                         Attn: G. David Rosenblum, Esquire

         If to Entrade:                  Entrade Inc.
                                         500 Central Avenue
                                         Northfield, IL  60093
                                         Telecopier:       (847) 441-6959
                                         Attn: Mark Santacrose, President and
                                         Chief Operating Officer

         with a copy to:                 Duane, Morris & Heckscher, LLP
                                         One Liberty Place
                                         Philadelphia, PA 19103
                                         Telecopier:       (215) 979-1020
                                         Attention: Sheldon M. Bonovitz, Esquire

Any party may,  by  written  notice to the  other,  change the  address to which
notices to such party are to be delivered or mailed.

         SECTION 13.  ENTIRE AGREEMENT; AMENDMENT.

         This Agreement and the other agreements  referred to herein and entered
into in connection  herewith set forth the entire agreement and understanding of
the parties in respect of the transactions contemplated hereby and supersede all
prior agreements, arrangements and understandings relating to the subject matter
hereof. No representation, promise, inducement or statement of intention has






                                      -17-

<PAGE>



been made by the Stockholders or Entrade which is not embodied in this Agreement
or the other  agreements  referred  to herein  and  entered  into in  connection
herewith, the Exhibits hereto, or the written statements,  certificates or other
documents  delivered  pursuant hereto,  and neither the Stockholders nor Entrade
shall be bound by or liable for any alleged representation,  promise, inducement
or statement of intention  not so set forth.  This  Agreement  may be amended or
modified only by a written instrument executed by Entrade or the Stockholders or
by their successors and assigns.

         SECTION 14. GENERAL.

         This Agreement:  (i) shall be construed and enforced in accordance with
the laws of the  Commonwealth  of  Pennsylvania,  without  giving  effect to the
choice of law  principles  thereof;  (ii) shall  inure to the  benefit of and be
binding upon the successors and assigns of Entrade and the Stockholders, nothing
in this Agreement, expressed or implied, being intended to confer upon any other
person any rights or  remedies  hereunder;  and (iii) may be  executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together  shall  constitute  one and the  same  instrument.  A  facsimile  of an
executed  copy of this  Agreement  shall  have the same  force and  effect as an
original  executed copy. No party may assign his or its rights hereunder without
the prior  written  consent of the other parties  hereto.  The section and other
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

         SECTION 15.  DEFINED TERMS.

         As used in this Agreement,  the following terms shall have the meanings
set forth below:

                  ATMCenter's Personnel. As defined in Section 4(f)(vii) of this
Agreement.

                  Affiliate.  An individual,  corporation,  partnership,  trust,
joint venture or other entity or person that is in control of,  controlled by or
under common control with the applicable party.

                  Approvals.  The governmental and regulatory approvals required
prior to the consummation of the transactions contemplated in this Agreement.

                  Entrade's  Stock.  The shares of Entrade's  Common Stock to be
issued to the Stockholders under Section l(b) of this Agreement.

                  Balance Sheet Date.  November 30, 1999.

                  Business.  As defined in Section 4(f)(i) of this Agreement.

                  Closing.   The closing of the purchase and sale of the  Shares
pursuant to this Agreement.

                  Closing Date.  The date on which the Closing shall take place.






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<PAGE>



                  Encumbrances.   A  claim,   lien,  pledge,   option,   charge,
encumbrance, security interest or any right of any third party.

                  Losses.  As defined in Section 9(e) of this Agreement.

                  Stockholders.  The persons listed on Exhibit l(a) hereto.

                  Shares. The shares of Common Stock of ATMCenter being conveyed
and  acquired  by  Entrade  hereunder,   representing  15%  of  the  issued  and
outstanding shares of Common Stock of ATMCenter.

                  Tax.  As defined in Section 4(g) of this Agreement.

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<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement the day and year first above written.


                                        ENTRADE  INC.


                                        By:____________________________________
                                             Title:

                                        STOCKHOLDERS:


                                        _______________________________________
                                        WARREN ROTHSTEIN


                                        _______________________________________
                                        THOMAS SETTINERI


                                        _______________________________________
                                        GARY LEVI












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