EXHIBIT 10.4



                                   TERM SHEET

         This  term  sheet is  executed  by  Associates  Commercial  Corporation
("Associates")  and Entrade Inc.  ("Entrade")  and sets forth a summary of terms
regarding  the  formation  and  initial  operation  of  an  entity   tentatively
identified  as  TruckCenter.com,  although  the  ultimate  name of the entity is
subject to availability.

         TruckCenter.com  has been  organized  as a Delaware  corporation  and a
wholly owned  subsidiary  of Entrade.  Entrade and  Associates  will discuss the
content of the operational documentation of TruckCenter.com in an effort to meet
the tax and corporate needs of both Entrade and Associates. The proposed initial
stock  structure  of  TruckCenter.com  is a single  class of  common  shares  as
follows:  1,000,000  authorized  common  shares at a par  value of  $0.001  with
180,000  issued  initially  to Entrade and 20,000  reserved  for  issuance  upon
conversion of the convertible  promissory notes described below. Initial funding
for  TruckCenter.com  will be in the amount of  $3,000,000  and will be provided
solely by Entrade.  TruckCenter.com will issue two convertible  promissory notes
each in the amount of $1,500,000 for an aggregate of $3,000,000.  Each note will
earn  interest at the  applicable  federal rate for  short-term  obligations  as
provided in Section 1274 of the Internal Revenue Code and will be convertible at
the option of the holder into 10,000 shares of common stock of TruckCenter.com.

         Associates  will have the option,  exercisable on the later of April 1,
2000 or 30 days after the website is launched,  to purchase from Entrade  90,000
shares  (representing  50%  of  the  then  issued  and  outstanding  shares)  of
TruckCenter.com for its par value of $0.001 per share. Associates will also have
the option,  exercisable  within  sixty days after the website is  launched,  to
purchase one of the two convertible debentures from Entrade for $3,000,000.  The
entity would be controlled by a governing board representing Associates, Entrade
and any third  party  investor,  based upon the  interests  of each party in the
entity. Associates and Entrade will jointly cooperate in obtaining any necessary
tax and regulatory licenses and approvals.

         The target date for the launch of the TruckCenter.com  website is March
23, 2000. For the six-month  period  following  March 23, 2000 provided that the
website remains live and  operational,  (i) Associates  agrees that it will list
truck  inventory on the  TruckCenter.com  website and not on any other  website,
except as further  provided in this paragraph,  (ii) it will provide the ability
to apply for wholesale and retail  financing  services to purchasers who acquire
items  through  TruckCenter.com,  and (iii) in any press release that Entrade or
TruckCenter.com  releases in conjunction with the launch of the  TruckCenter.com
website, Entrade and TruckCenter.com may refer to Associates' role as a customer
of  Truckcenter's  disposition  services  and a provider of such  wholesale  and
retail financing  services.  Entrade will submit all press releases referring to
Associates to Associates for review and approval  prior to release.  The website
will be  considered  "launched"  on the date that it becomes  accessible  by the
general public as a live and operational website. The website will be considered
"live and  operational"  during any  period in which the  website  functions  as
previously  described  by Entrade.  Nothing  contained  in this  provision  will

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prohibit  Associates  from  listing any  inventory  on any  website  operated by
Associates or by Arrow Trucks or offering to sell or selling its truck inventory
in any  non-internet  manner or forum.  Entrade also  acknowledges  that certain
parties not  controlled  by  Associates  may from time to time place  Associates
inventory on their websites without  Associates'  authorization  and agrees that
Associates  will not be responsible for any such posting and any such posting is
not a violation by Associates of the terms of this agreement.

         In exchange for this agreement,  TruckCenter.com  will list Associates'
truck inventory on the TruckCenter.com  website free of any listing fee (but not
free of transaction  fees that Truckcenter  imposes on transactions  consummated
through such website) for the six-month period following launch of such website.
The fee charged by  TruckCenter.com to The Associates is subject to negotiation,
but will not exceed 2.5% of the gross sales price of the item sold or such lower
transaction  fee as  TruckCenter.com  may offer to any third  party  provider of
items to be sold on the TruckCenter.com website.

         As its contribution to  TruckCenter.com,  Entrade agrees to license its
transactional  software to  TruckCenter.com  and to provide 200 people  hours of
development time to develop enabling e-commerce marketplace technology.  For the
six-month period following launch of the TruckCenter.com website, Entrade agrees
not to license  its  transactional  software to any other  party  developing  or
operating  a  website   with  a  principal   purpose  of   competing   with  the
Truckcenter.com  website in the marketing of commercial  trucks or trailers,  it
being  understood  that this  limitation  shall in no way  affect  the  business
conducted by  Entrade's  Nationwide  Auction  Systems  subsidiary.  Entrade will
provide any  development  time beyond the first 200 hours at its standard hourly
fee. Entrade's standard hourly fee is listed on Schedule A to this agreement. In
exchange  for the license and the  development  time,  TruckCenter.com  will pay
Entrade a transaction  fee to be negotiated  between Entrade and Associates (but
not in excess  of2.5% of the gross sales  price of any trucks  sold  through the
TruckCetner.com website);  provided, however, that, for transactions consummated
within the first six months after website launch,  TruckCenter.com  will have no
obligation to pay any such transaction fee.

         Associates will list  TruckCenter.com on the Associates website for the
six-month period  following the date the website is launched.  Through the later
of April 30, 2000 and 30 days after the  website is  launched,  Associates  will
also  introduce  the  services  provided by  TruckCenter.com  to certain  select
members of Associates' dealer network as selected by Associates.

         The  parties  recognize  that  they  will  need to  devote  substantial
resources  in a  short  period  of  time  to  ensure  a  prompt  launch  of  the
TruckCenter.com  website. For the initial phase of development up to the earlier
of April 30,  2000 or the date the  website  is  launched  each of  Entrade  and
Associates  will provide  three  full-time  people (or the  equivalent  of three
full-time  people).  If  Associates  exercises  its  option to acquire an equity
interest in  Truckcenter.com,  Entrade and  Associates  will review the staffing
requirements after the website is launched.  For Entrade,  these people may come
from  Entrade  Inc.  or  its  subsidiaries,   entrade.com  and  Nationwide,   or
third-party  consultants retained by Entrade; for Associates,  these may include

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relevant   experts   within   Associates'   organization.   If  Associates   and
TruckCenter.com  so agree,  Associates  may provide  such  resources  by leasing
certain of its employees to  TruckCenter.com.  Future  commitments  of resources
will be determined during the initial development phase.

         Associates acknowledges that Entrade will make efforts to enlist future
partners that could provide additional  services or items that could be provided
to customers of TruckCenter.com, which partners may be competitors of Associates
in one or more markets or industries.

         This term sheet is intended to be a binding  agreement  with respect to
the  development  of the website,  the granting to  Associates  of the option to
acquire the equity interest as outlined above and the listing of truck inventory
by  Associates  and,  by  executing  this term sheet,  the parties  intend to be
legally bound hereby. This agreement does not in any way legally bind Associates
to invest in or acquire any interest in  Truckcenter.com.  This  contract is not
assignable  by  Associates  (except to an  affiliate of  Associates)  or Entrade
without the prior written consent of the other party. Each of the parties agrees
that,  unless required by law, it will not disclose the terms of this Term Sheet
or the fact that the parties are discussing the creation of TruckCenter.com.


                                    ENTRADE INC.


                                    By: _____________________
                                            Its _____________
                                            Dated:___________


                                    ASSOCIATES COMMERCIAL CORPORATION:


                                    By: _____________________
                                            Its _____________
                                            Dated:  _________