EXHIBIT 10.3





                                                                 EXECUTION COPY

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                              Investment Agreement

                                   dated as of

                                February 18, 2000



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<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page
<S>                                                                                       <C>
ARTICLE I         The Transactions                                                        5
                  ----------------
         Section 1.1.  The Transactions to be Effected in Multiple Closings               5
                       ----------------------------------------------------
         Section 1.2.  Prior Payment; Closings                                            5
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         Section 1.3.  Deliveries                                                         6
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ARTICLE II        Representations and Warranties of the Company                           6
                  ---------------------------------------------
         Section 2.1.  Organization, Qualifications and Corporate Power                   7
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         Section 2.2.  Authorization of Agreements; No Conflicts                          7
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         Section 2.3.  Validity                                                           8
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         Section 2.4.  Capitalization and Related Matters                                 8
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         Section 2.5. Officers.                                                           8
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         Section 2.6. Other Agreements                                                    8
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         Section 2.7.  Governmental Approvals                                             9
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         Section 2.8.  Business Plan                                                      9
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         Section 2.9.  Offering of the Preferred Shares                                   9
                       --------------------------------
         Section 2.10.  Brokers or Finders                                                9
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ARTICLE III       Purchaser and Parent Representations and Warranties                     9
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         Section 3.1.  Investor Qualifications                                            9
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         Section 3.2.  Investment.                                                       10
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         Section 3.3.  Rule 144.                                                         10
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         Section 3.4.  No Public Market                                                  10
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         Section 3.5.  Access to Data                                                    10
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         Section 3.6.  Authorization of Purchaser                                        10
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         Section 3.8.  Brokers or Finders                                                11
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         Section 3.9.  Tax Consequences                                                  11
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         Section 3.10.  Company Information                                              11
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ARTICLE IV        Conditions to Closing                                                  12
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         Section 4.1.  Conditions to Purchaser's Obligations to First Closing            12
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         Section 4.2.  Conditions to Company's Obligation to First Closing               13
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         Section 4.3.  Conditions to Purchaser's Obligation to Second Closing            14
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         Section 4.4.  Conditions to the Company's Obligation to Second Closing          14
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         Section 4.5.  Conditions to Purchaser's Obligation to Third Closing             15
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         Section 4.6.  Conditions to the Company's Obligation to Third Closing           15
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         Section 4.7.  Conditions to Purchaser's Obligation to Fourth Closing            16
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         Section 4.8.  Conditions to the Company's Obligation to Fourth Closing          16
                       --------------------------------------------------------



                                       2
<PAGE>

ARTICLE V         Reporting and Inspection                                               17
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         Section 5.1.  Financial Statements and Other Information                        17
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         Section 5.2.  Inspection Rights                                                 18
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ARTICLE VI        Additional Covenants                                                   18
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         Section 6.1.  Board of Directors                                                18
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         Section 6.2.                                                                    18
         Expenses                                                                        18
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         Section 6.3.  Share Plans                                                       18
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         Section 6.4.  Annual Budget                                                     18
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         Section 6.5.  Compensation of Directors and Executive Officers                  19
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ARTICLE VII         Miscellaneous                                                        19
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         Section 7.1.  Amendments                                                        19
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         Section 7.2.  Survival of Representations and Warranties                        19
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         Section 7.3.  Successors and Assigns                                            19
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         Section 7.4.  Severability                                                      19
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         Section 7.5.  Descriptive Headings                                              19
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         Section 7.6.  Notices                                                           19
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         Section 7.7.  Governing Law                                                     21
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         Section 7.8.  Exhibits and Schedules                                            21
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         Section 7.9.  Final Agreement                                                   21
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         Section 7.10.  Execution in Counterparts                                        21
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         Section 7.11.  JURISDICTION; VENUE; FORUM NON CONVENIENS                        21
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         Section 7.12.  WAIVER OF JURY TRIAL                                             22
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         Section 7.13.  Survival of Covenants                                            22
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         Section 7.14.  Approval of Distribution of Parent Warrant                       22
                        ------------------------------------------
         Section 7.15.  Guarantee of Purchaser's Obligations                             23
                        ------------------------------------
</TABLE>



<PAGE>


SCHEDULES

I        Capitalization Table

II       Officers


EXHIBITS

A        Company Warrants

B        Software License Agreement

C        Instrument of Assignment of Parent Warrant

D        Parent Warrant

E        Registration Rights Agreement

F        Memorandum of Association and Articles of Association



<PAGE>



                                       23

                              INVESTMENT AGREEMENT


                  This  Investment  Agreement  (this  "Agreement")  dated  as of
February 18, 2000 is between  TradeTextile.com  Inc., a Cayman  Islands  company
(the  "Company"),  Entrade  Inc., a  Pennsylvania  corporation  ("Parent"),  and
entrade.com,  Inc., a Delaware corporation and wholly-owned subsidiary of Parent
("Purchaser").

                                     RECITAL

                  WHEREAS,  the  parties  desire  to  enter  into  a  series  of
transactions  pursuant  to which (i)  Purchaser  will  acquire  from the Company
1,011,667 (the "Purchased  Shares") Series A Convertible  Preferred Shares,  par
value U.S. $.001 per share,  of the Company (the  "Preferred  Shares"),  and the
Company Warrants (as hereinafter  defined),  (ii) the Company and Purchaser will
enter into the License  Agreement  (as  hereinafter  defined)  pursuant to which
Purchaser will transfer  certain  intellectual  property  rights to the Company,
(iii)  Purchaser  will  make  aggregate  cash  payments  to  the  Company,  U.S.
$3,500,000,  which  includes  $100,000  previously  paid  to the  Company,  (iv)
Purchaser will assign to the Company the Parent Warrant (as hereinafter defined)
and (v) the  Company  and  Purchaser  will  enter into the  Registration  Rights
Agreement (as  hereinafter  defined) (the  transactions  contemplated by clauses
(i),  (ii),  (iii),  (iv)  and  (v)  being  collectively   referred  to  as  the
"Transactions").


                                       5
<PAGE>

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
hereby agree as follows:


                                    ARTICLE I

                                The Transactions

                  Section  1.1.  The  Transactions  to be  Effected  in Multiple
Closings.  Except for the  payment of U.S.  $100,000 by Parent to the Company on
behalf  of  Purchaser,  which  was  made  on or  about  January  21,  2000,  the
Transactions  will be effected in multiple  closings  (the  "Closings"),  as set
forth in this Article I.

                  Section 1.2. Prior Payment;  Closings.  (a) The parties hereby
acknowledge  and agree that Parent has paid to the Company cash in the amount of
U.S. $100,000 prior to the date hereof and that the Company has no obligation to
return to Parent any portion thereof,  such U.S. $100,000 constituting a portion
of the U.S.  $3,500,000  contemplated  by clause  (iii) of the  recital  to this
Agreement.

                  (b) Subject to the  satisfaction  or waiver of the  conditions
set forth in Sections 4.1 and 4.2, the first  Closing  shall be held on February
18,  2000,  or such other date as may be agreed to in writing by the Company and
Purchaser (the "First Closing").  At the First Closing,  Purchaser shall (i) pay
to the Company cash in the amount of U.S. $900,000, (ii) enter into the Software
License Agreement (the "License Agreement"),  between the Company and Purchaser,
in  substantially  the form  attached  hereto  as  Exhibit B  pursuant  to which
Purchaser will transfer  certain  intellectual  property  rights to the Company,
(iii) execute the Instrument of Assignment (the "Instrument of Assignment"),  in
substantially  the form  attached  hereto  as  Exhibit C ,which  assigns  to the
Company the warrant to purchase  75,000 shares of Common  Stock,  par value U.S.
$.01 per share,  of Parent (the "Parent  Warrant") dated as of February 18, 2000
and  attached  hereto as Exhibit D and (iv) enter into the  Registration  Rights
Agreement  (the  "Registration  Rights  Agreement"),  between  the  Company  and
Purchaser,  in substantially the form attached hereto as Exhibit E. At the First
Closing, the Company shall (i) issue to Purchaser 511,667 Preferred Shares, (ii)
issue to  Purchaser  two  warrants to purchase  Preferred  Shares (the  "Company
Warrants"),  in  substantially  the forms,  attached  hereto as Exhibit  A-1 and
Exhibit  A-2,  (iii) enter into the License  Agreement,  and (iv) enter into the
Registration Rights Agreement.

                  (c) The second  Closing shall take place on the date specified
in a written notice  delivered in accordance  with Section 7.6 by the Company to
Purchaser;  provided,  however,  that, except as otherwise agreed,  such closing
date shall not be more than 2  business  days  prior to the date  Purchaser  has
received such notice;  and provided,  further,  that the closing  conditions set
forth in  Sections  4.3 and 4.4 have  been  satisfied  or  waived  (the  "Second
Closing"). At the Second Closing, Purchaser shall pay to the Company cash in the
amount  of U.S.  $500,000  and the  Company  shall  issue to  Purchaser  100,000
Preferred Shares.



                                       5
<PAGE>

                  (d) The third Closing  shall take place on the date  specified
in a written notice  delivered in accordance  with Section 7.6 by the Company to
Purchaser;  provided,  however,  that, except as otherwise agreed,  such closing
date shall not be more than 2  business  days  prior to the date  Purchaser  has
received such notice;  and provided,  further,  that the closing  conditions set
forth  in  Sections  4.5 and 4.6 have  been  satisfied  or  waived  (the  "Third
Closing"). At the Third Closing,  Purchaser shall pay to the Company cash in the
amount of U.S.  $1,000,000  and the  Company  shall issue to  Purchaser  200,000
Preferred Shares.

                  (e) The fourth  Closing shall take place on the date specified
in a written notice  delivered in accordance  with Section 7.6 by the Company to
Purchaser;  provided,  however,  that, except as otherwise agreed,  such closing
date shall not be more than 2  business  days  prior to the date  Purchaser  has
received such notice;  and provided,  further,  that the closing  conditions set
forth in  Sections  4.7 and 4.8 have  been  satisfied  or  waived  (the  "Fourth
Closing"). At the Fourth Closing, Purchaser shall pay to the Company cash in the
amount of U.S.  $1,000,000  and the  Company  shall issue to  Purchaser  200,000
Preferred Shares.

                  (f) Unless otherwise agreed by the Company and Purchaser, each
of the Closings  shall take place at 10:00 a.m.,  Chicago time, at the office of
Sidley & Austin, Bank One Plaza, 10 S. Dearborn Street, Chicago, Illinois.

                  Section 1.3.  Deliveries.  Whenever the Company is required to
issue  Preferred  Shares to  Purchaser  pursuant to this  Article I, the Company
shall  cause  appropriate  entries to be made in the  Register of Members of the
Company in respect of such  Preferred  Shares and to be  delivered  to Purchaser
certificates,  duly  executed  by the  Company  and  registered  in the  name of
Purchaser,  evidencing  such Preferred  Shares.  Unless  otherwise  specified by
Purchaser,  all Preferred  Shares to be issued at any Closing shall be evidenced
by a single certificate. Whenever after the date hereof Purchaser is required to
make a payment of cash to the Company, Purchaser shall make such payment by wire
transfer of immediately  available funds to an account which has been designated
in writing by the Company.


                                   ARTICLE II

                  Representations and Warranties of the Company




                                       6
<PAGE>


                  The Company hereby represents and warrants to Purchaser that:

                  Section 2.1. Organization, Qualifications and Corporate Power.

                  (a)  The  Company  is a  company  duly  incorporated,  validly
existing and in good standing under the laws of the Cayman Islands,  and is duly
licensed or  qualified to transact  business as a foreign  entity and is in good
standing  in each  other  jurisdiction  in  which  the  nature  of the  business
transacted  by it or the  character  of the  properties  owned or  leased  by it
requires  such  licensing or  qualification,  except where the failures to be so
licensed or qualified,  individually and in the aggregate,  could not reasonably
be  expected  to have a  material  adverse  effect on the  financial  condition,
results of operations,  business or property of the Company (a "Material Adverse
Effect"). The Company has the power and authority to own and hold its properties
and to carry on its business as now  conducted  and as proposed to be conducted.
The Company has full power and  authority  to execute,  deliver and perform this
Agreement,  the License  Agreement,  the  Registration  Rights Agreement and the
Company Warrants, and to issue and sell the Preferred Shares contemplated hereby
and under the Company  Warrants.  The Company is in  compliance  with all of the
terms and  provisions of the Company's  Memorandum  and Articles of  Association
attached hereto as Exhibit F (the "Charter").

                  (b) The  Company  does not (i) own of record or  beneficially,
directly  or  indirectly,   (A)  any  shares  of  capital  stock  or  securities
convertible  into capital  stock of any other  company or (B) any  participating
interest in any partnership,  limited liability company,  joint venture or other
non-corporate business enterprise or (ii) control,  directly or indirectly,  any
other entity.

                  Section 2.2.  Authorization of Agreements;  No Conflicts.  (a)
The execution,  delivery and performance by the Company of this  Agreement,  the
License Agreement,  the Registration  Rights Agreement and the issuance and sale
of the Preferred  Shares and the Company  Warrants (i) have been duly authorized
by all requisite  corporate  action,  (ii) will not violate (w) any provision of
law, (x) any order of any court or other agency of government,  (y) the Charter,
or (z) any provision of any  indenture,  agreement or other  instrument to which
the Company or any of its respective  properties or assets is bound,  (iii) will
not conflict with,  result in a breach of or constitute a default under any such
order, indenture, agreement or other instrument, and (iv) will not result in the
creation or imposition of any lien, charge, restriction, claim or encumbrance of
any  nature  whatsoever  upon any of the  properties  or assets of the  Company,
except  for  such  exceptions  to  clauses   (ii)(z),   (iii)  and  (iv)  which,
individually  and in the  aggregate,  could not reasonably be expected to have a
Material Adverse Effect.

                  (b) The Purchased  Shares have been duly  authorized and, when
issued in accordance with this Agreement, will be validly issued, fully paid and
nonassessable  and will be free and clear of all liens,  charges,  restrictions,
claims and encumbrances.  The Preferred Shares issuable upon the exercise of the
Company  Warrants have been duly  authorized and, when issued in accordance with
the Company Warrants,  will be validly issued,  fully paid and nonassessable and
will  be  free  and  clear  of all  liens,  charges,  restrictions,  claims  and
encumbrances. The issuance or sale of the Purchased Shares, the Company Warrants








                                       7
<PAGE>

and the Preferred Shares issuable upon the exercise of the Company Warrants, are
not, and will not be, subject to any  preemptive  right of  shareholders  of the
Company or to any right of first refusal or other right in favor of any person.

                  Section 2.3.  Validity.  This Agreement has been duly executed
and  delivered  by the  Company  and  constitutes  its legal,  valid and binding
obligation, enforceable in accordance with its terms. The License Agreement, the
Registration  Rights  Agreement  and the Company  Warrants,  when  executed  and
delivered in accordance  with this Agreement,  will constitute its legal,  valid
and binding  obligation  of the  Company,  enforceable  in  accordance  with its
respective terms.

                  Section 2.4.  Capitalization and Related Matters.  At the time
of (and after giving effect to) the First Closing,  3,000,000 Common Shares, par
value  $.001 per share,  of the  Company  (the  "Common  Shares"),  and  546,667
Preferred  Shares of the Company will be validly issued and  outstanding,  fully
paid and  nonassessable.  At the time of (and after giving  effect to) the First
Closing, the holders of record of shares and holders of subscriptions, warrants,
options,  convertible  securities,  and other  rights  (contingent  or other) to
purchase or  otherwise  acquire  shares of the  Company,  and the number of such
shares held by each, will be as set forth in the  Capitalization  Table attached
as Schedule I, other than an  agreement  with Sidley & Austin  pursuant to which
Sidley & Austin  may  elect  within  30 days of the  First  Closing  to  receive
securities  of the Company as payment for its legal fees (which  Sidley & Austin
has indicated that it does not intend to so elect).  The  designations,  powers,
preferences, rights, qualifications,  limitations and restrictions in respect of
each class of shares of the Company are as set forth in the Charter. The Company
has no obligation (contingent or other) to purchase, redeem or otherwise acquire
any of its shares or any  interest  therein or to pay any  dividend  or make any
other distribution in respect thereof. There are no voting trusts or agreements,
shareholders agreements, pledge agreements, buy-sell agreements, rights of first
refusal,  preemptive rights or proxies relating to any securities of the Company
except for this Agreement.

                  Section 2.5.  Officers.  Set forth in Schedule II is a list of
the names of the  officers of the Company as of the date hereof,  together  with
the current title or job classification of each such person.

                  Section 2.6. Other Agreements.  (a) The Company is not a party
to or otherwise  bound by any agreement,  contract,  commitment or  arrangement,
written  or oral,  involving  a  commitment  by the  Company  of more  than U.S.
$10,000.

                  (b) The Company has in all material respects performed all the
obligations required to be performed by it to date under any lease, agreement or
contract  now in effect to which  the  Company  is a party or by which it or its
property may be bound other than for such  exceptions to the  foregoing,  which,
individually and in the aggregate, would not have a Material Adverse Effect.









                                       8
<PAGE>

                  Section 2.7. Governmental  Approvals.  Subject to the accuracy
of the  representations and warranties of Purchaser set forth in Article III, no
registration  or filing with,  or consent or approval of or other action by, any
governmental  agency or  instrumentality  is or will be necessary  for the valid
execution,  delivery  and  performance  by the  Company of this  Agreement,  the
License Agreement,  the Registration Rights Agreement, the Company Warrants, the
issuance  and sale of the  Purchased  Shares or the  issuance  of the  Preferred
Shares upon the exercise of the Company Warrants.

                  Section 2.8.  Business  Plan. The  "TradeTextile.com  Business
Plan" dated  December  6, 1999 was  prepared  by  management  of the Company and
reflects management's plans as of such date for the Company's operations.

                  Section 2.9.  Offering of the  Preferred  Shares.  Neither the
Company nor any person  authorized or employed by the Company as agent,  broker,
dealer or otherwise  in  connection  with the offering or sale of the  Preferred
Shares or any security of the Company similar thereto has taken or will take any
action  (including,  without  limitation,  any  offer,  issuance  or sale of any
security of the Company under  circumstances which might require the integration
of such security with the Preferred  Shares under the Securities Act of 1933, as
amended (the  "Securities  Act") or the rules and  regulations of the Securities
and Exchange  Commission  (the  "Commission")  thereunder)  so as to subject the
offering,  issuance or sale of any of the Preferred  Shares to the  registration
provisions of the Securities Act.

                  Section 2.10.  Brokers or FindersThe Company has not incurred,
and will not incur,  directly or indirectly,  as a result of any action taken by
the Company, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement.


                                   ARTICLE III

               Purchaser and Parent Representations and Warranties

                  In order to induce the  Company  to enter into this  Agreement
and issue,  sell and  deliver  the  Preferred  Shares and the  Company  Warrants
contemplated  hereby,  Purchaser  and  Parent  hereby,  jointly  and  severally,
represent and warrant as follows:

                  Section  3.1.   Investor   Qualifications.   Purchaser  is  an
"accredited"  investor  as such term is  defined  in  Regulation  D  promulgated
pursuant to the Securities Act. Purchaser,  by reason of Purchaser's business or
financial  experience,  directly or  indirectly,  is capable of  evaluating  the
merits and risks of Purchaser's  investment in the Company, and has the capacity
to protect  Purchaser's  own  interests in  connection  with the purchase of the
Preferred Shares.





                                       9
<PAGE>


                  Section  3.2.  Investment.  Purchaser  is acquiring or will be
acquiring the Preferred  Shares for investment for Purchaser's own account,  not
as a nominee  or agent,  and not with the view to, or for  resale in  connection
with, any distribution thereof. Purchaser understands that the issuance and sale
of the  Preferred  Shares has not been,  and will not be,  registered  under the
Securities  Act  by  reason  of  a  specific  exemption  from  the  registration
provisions of the Securities Act that depends upon, among other things, the bona
fide  nature of the  investment  intent  and the  accuracy  of such  Purchaser's
representations  as  expressed  herein.  Purchaser  has not been  formed for the
specific purpose of acquiring the Preferred Shares.

                  Section  3.3.  Rule  144.  Purchaser   acknowledges  that  the
Securities must be held indefinitely  unless  subsequently  registered under the
Securities Act or an exemption from such registration is available. Purchaser is
aware of the provisions of Rule 144 promulgated  under the Securities Act, which
permit limited resale of shares purchased in a private  placement subject to the
satisfaction  of  certain  conditions,  including  (except  as  limited  by Rule
144(k)),  among other  things,  the existence of a public market for the shares,
the availability of certain current public  information  about the Company,  the
resale occurring not less than one year after a party has purchased and paid for
the  security  to  be  sold,  the  sale  being  effected   through  a  "broker's
transaction" or in  transactions  directly with a "market maker" (as provided by
Rule 144(f)) and the number of shares being sold during any  three-month  period
not exceeding specified limitations.

                  Section 3.4. No Public Market.  Purchaser  understands that no
public market now exists for any of the securities  issued by the Company,  that
the Company has made no assurances  that a public market will ever exist for the
Preferred  Shares and that,  even if such a public  market exists at some future
time,  the Company may not then be  satisfying  the current  public  information
requirements of Rule 144.

                  Section 3.5. Access to Data. Purchaser has had the opportunity
to ask questions of, and receive  answers from,  representatives  of the Company
concerning the Company and the terms and conditions of this transaction, as well
as to obtain any  information  requested by Purchaser.  Any questions  raised by
Purchaser  concerning the transaction  have been answered to the satisfaction of
Purchaser.  Purchaser's  decision  to enter into the  transactions  contemplated
hereby is based in part on the answers to such questions as Purchaser has raised
concerning the  transaction  and on Purchaser's  own evaluation of the risks and
merits of the purchase and the Company's proposed business activities.

                  Section 3.6. Authorization of Purchaser.  (a) All corporate or
partnership action, if applicable,  on the part of Purchaser,  its directors and
its sole shareholder  necessary for the authorization,  execution,  delivery and
performance of this Agreement,  the License Agreement,  the Registration  Rights
Agreement and the  Instrument  of  Assignment by Purchaser has been taken.  This
Agreement,  the License  Agreement,  the  Registration  Rights Agreement and the
Instrument  of  Assignment  when  executed  and  delivered  by  Purchaser,  will






                                       10
<PAGE>

constitute  valid and legally binding  obligations of Purchaser,  enforceable in
accordance with their respective terms.

                  Section  3.7.  Authorization;  Validity  of  Parent.  (a)  All
corporate or  partnership  action,  if  applicable,  on the part of Parent,  its
directors  and its  shareholders  necessary  for the  authorization,  execution,
delivery  and  performance  of the Parent  Warrant  has been  taken.  The Parent
Warrant when executed and  contributed by Parent to Purchaser  constituted,  and
when the Parent Warrant is assigned by Purchaser to the Company  pursuant to the
Instrument  of Assignment is executed and delivered by Purchaser to the Company,
will constitute valid and legally binding obligations of Parent,  enforceable in
accordance with its respective terms.

                  (b) The  shares  of  Common  Stock  of  Parent  issuable  upon
exercise of the Parent  Warrant have been duly  authorized  and,  when issued in
accordance  with the  Parent  Warrant,  will be validly  issued,  fully paid and
nonassessable  and will be free and clear of all liens,  charges,  restrictions,
claims and  encumbrances.  The  issuance  or sale of the Parent  Warrant and the
Common Stock issuable upon exercise of the Parent Warrant, are not, and will not
be, subject to any preemptive right of shareholders of Parent or to any right of
first refusal or other right in favor of any person.

                  Section 3.8. Brokers or  FindersPurchaser  and Parent have not
incurred, and will not incur, directly or indirectly,  as a result of any action
taken by Purchaser or Parent,  any  liability  for brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement.

                  Section  3.9.  Tax  Consequences.  Purchaser  and Parent  have
reviewed with their own tax advisors the federal,  state,  local and foreign tax
consequences  of this  investment  and  the  transactions  contemplated  by this
Agreement.  Purchaser and Parent are relying  solely on such advisors and not on
any  statements  or  representations  of the  Company  or any of its  agents and
understands that Purchaser and Parent (and not the Company) shall be responsible
for their own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.

                  Section  3.10.  Company  Information.   Purchaser  and  Parent
acknowledge  that  the  Company  believes  that  the  information  disclosed  to
Purchaser  and Parent  concerning  the Company and the  information  provided to
Purchaser or Parent  pursuant to and in connection  with this  Agreement and the
transactions  contemplated  hereby,  is confidential  and/or  proprietary to the
Company  (the  "Confidential  Information").  Purchaser  and Parent agree not to
disclose  Confidential  Information  to  any  third  parties  and  to  keep  the
Confidential  Information  confidential,  using  the  same  standard  of care in
safeguarding  the  Confidential  Information  as Purchaser  and Parent employ in
protecting  their  own  proprietary   information   which  they  desire  not  to
disseminate  or  publish.  Each  of  Purchaser  and  Parent  will  instruct  its
respective directors, officers, employees, and representatives,  if any, to keep
such Confidential Information confidential.




                                       11
<PAGE>


                                   ARTICLE IV

                              Conditions to Closing

                  Section 4.1.  Conditions to  Purchaser's  Obligations to First
Closing. The obligation of Purchaser to effect the transactions  contemplated by
Section  1.2(b) to occur at the First Closing is subject to the  fulfillment  to
the  reasonable  satisfaction  of Purchaser at or prior to the First  Closing of
each of the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations and warranties of the Company contained in this Agreement or any
agreement,  instrument or certificate  delivered  pursuant hereto shall be true,
correct and complete on and as of the date of the First Closing, and the Company
shall have delivered to Purchaser a certificate of the Chief  Executive  Officer
of the Company, dated as of the date of the First Closing, to that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied  with by the Company on
or prior to the date of the First Closing shall have been  performed or complied
with and the Company  shall have  delivered  to Purchaser a  certificate  of the
Chief  Executive  Officer  of the  Company,  dated as of the  date of the  First
Closing, to that effect.

                  (c) Secretary's Certificate. At the First Closing, the Company
shall have delivered to Purchaser  copies of the Charter,  and copies of each of
the following, in each case certified as of the date of the First Closing by the
Secretary of the Company:

                  (i) resolutions of the Company,  authorizing and approving, as
         appropriate,   this  Agreement,  the  License  Agreement,  the  Company
         Warrants,  the  Registration  Rights  Agreement  and  the  transactions
         contemplated  hereby  and  thereby,  and the  issuance  and sale of the
         Purchased Shares and the Preferred Shares issuable upon exercise of the
         Company Warrants; and

                  (ii) the  signatures  and  incumbency  of the  officers of the
         Company  authorized  to execute and deliver the  documents to which the
         Company is a party.

                  (d)  Consents.  At the First  Closing,  the Company shall have
delivered to Purchaser  copies of all  consents and  approvals of third  parties
required  under any  agreements or otherwise in connection  with the  execution,
delivery or  performance  by the Company of this  Agreement  or any of the other
agreements or documents contemplated hereby.






                                       12
<PAGE>

                  (e)  License  Agreement,  Company  Warrants  and  Registration
Rights  Agreement.  At the First  Closing,  the Company  shall have executed and
delivered  to  Purchaser  the License  Agreement,  the Company  Warrants and the
Registration Rights Agreement.

                  (f) Good  Standing.  At the First  Closing,  the Company shall
have delivered to Purchaser a certificate of good standing of the Company issued
as of a recent date by the Cayman Islands Registrar of Companies.

                  Section  4.2.  Conditions  to  Company's  Obligation  to First
Closing.  The obligation of the Company to effect the transactions  contemplated
by Section 1.2(b) to occur at the First Closing is subject to the fulfillment to
the reasonable  satisfaction  of the Company at or prior to the First Closing of
each of the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties  of  Purchaser  and  Parent  contained  in this
Agreement or any agreement,  instrument or certificate delivered pursuant hereto
shall be true,  correct and complete on and as of the date of the First Closing,
and  each of  Purchaser  and  Parent  shall  have  delivered  to the  Company  a
certificate of an executive  officer of Purchaser or Parent, as the case may be,
dated as of the date of the First Closing, to that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied  with by Purchaser  and
Parent on or prior to the date of the First Closing shall have been performed or
complied  with and  Purchaser  and Parent shall have  delivered to the Company a
certificate of an executive officer of Purchaser or Parent, dated as of the date
of the First Closing, to that effect.

                  (c) Purchaser Secretary's  Certificate.  At the First Closing,
Purchaser  shall have  delivered  to the Company  copies of the  Certificate  of
Incorporation of Purchaser,  as amended, and copies of each of the following, in
each case  certified  as of the date of the First  Closing by the  Secretary  of
Purchaser:

                  (i) resolutions of Purchaser,  authorizing  and approving,  as
         appropriate,  this Agreement,  the License Agreement, the Instrument of
         Assignment,  the  Registration  Rights  Agreement and the  transactions
         contemplated hereby and thereby; and

                  (ii)  the   signatures  and  incumbency  of  the  officers  of
         Purchaser  authorized  to execute and deliver  the  documents  to which
         Purchaser is a party.

                  (d)  Parent  Secretary's  Certificate.  At the First  Closing,
Parent  shall  have   delivered  to  the  Company  copies  of  the  Articles  of
Incorporation  of Parent,  as amended,  and copies of each of the following,  in
each case  certified  as of the date of the First  Closing by the  Secretary  of
Parent:





                                       13
<PAGE>

                  (i)  resolutions  of Parent,  authorizing  and  approving,  as
         appropriate,  the  Parent  Warrant  and the  transactions  contemplated
         hereby and  thereby,  and the issuance and sale of the shares of Common
         Stock of Parent issuable upon exercise of the Parent Warrant; and

                  (ii) the  signatures  and incumbency of the officers of Parent
         authorized  to execute and deliver the  documents  to which Parent is a
         party.

                  (e)  License  Agreement,   Instrument  of  Assignment,  Parent
Warrant and Registration Rights Agreement. At the First Closing, Purchaser shall
have executed and delivered to the Company the License Agreement, the Instrument
of Assignment and the  Registration  Rights  Agreement and Purchaser  shall have
delivered to the Company the Parent Warrant.

                  (f) Good Standing. At the First Closing,  Purchaser shall have
delivered to the Company a certificate  of good standing of Purchaser  issued as
of a recent date by the Secretary of State of the State of Delaware.

                  Section 4.3.  Conditions to  Purchaser's  Obligation to Second
Closing. The obligation of Purchaser to effect the transactions  contemplated by
Section 1.2(c) to occur at the Second  Closing is subject to the  fulfillment to
the  reasonable  satisfaction  of Purchaser at or prior to the Second Closing of
the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties of the Company  contained in Sections 2.1, 2.2,
2.3 and 2.4 of this Agreement  shall be true,  correct and complete on and as of
the date of the Second Closing and the Company shall have delivered to Purchaser
a certificate of the Chief Executive  Officer of the Company,  dated the date of
the Second Closing to that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied  with by the Company on
or prior to the date of the Second Closing shall have been performed or complied
with and the Company  shall have  delivered  to  Purchaser a  certificate  of an
executive officer of the Company, dated as of the date of the Second Closing, to
that effect.

                  (c) Key Management.  The Company shall have retained employees
to filled the  following  positions:  (i) Chief  Executive  Officer;  (ii) Chief
Technology  Officer;  (iii) Chief  Operating  Officer;  (iv)  General  Manager -
Shanghai Operations; and (v) Director of Marketing - Hong Kong Operations.

                  Section 4.4. Conditions to the Company's  Obligation to Second
Closing.  The obligation of the Company to effect the transactions  contemplated
by Section 1.2(c) to occur at the Second  Closing is subject to the  fulfillment




                                       14
<PAGE>

to the reasonable  satisfaction of the Company at or prior to the Second Closing
of the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties  of Purchaser  contained in Section 3.6 of this
Agreement  shall  be true,  correct  and  complete  on and as of the date of the
Second  Closing and Purchaser  shall have delivered to the Company a certificate
of an executive  officer of Purchaser,  dated the date of the Second  Closing to
that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied with by Purchaser on or
prior to the date of the Second  Closing  shall have been  performed or complied
with and  Purchaser  shall have  delivered  to the Company a  certificate  of an
executive officer of Purchaser,  dated as of the date of the Second Closing,  to
that effect.

                  Section 4.5.  Conditions  to  Purchaser's  Obligation to Third
Closing. The obligation of Purchaser to effect the transactions  contemplated by
Section  1.2(d) to occur at the Third Closing is subject to the  fulfillment  to
the reasonable satisfaction of Purchaser at or prior to the Third Closing of the
following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties of the Company  contained in Sections 2.1, 2.2,
2.3 and 2.4 of this Agreement  shall be true,  correct and complete on and as of
the date of the Third Closing and the Company shall have  delivered to Purchaser
a certificate of the Chief Executive  Officer of the Company,  dated the date of
the Third Closing to that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied  with by the Company on
or prior to the date of the Third Closing shall have been  performed or complied
with and the Company  shall have  delivered  to  Purchaser a  certificate  of an
executive officer of the Company,  dated as of the date of the Third Closing, to
that effect.

                  (c) Website Operational. The Company shall have an operational
website.

                  Section 4.6.  Conditions to the Company's  Obligation to Third
Closing.  The obligation of the Company to effect the transactions  contemplated
by Section 1.2(d) to occur at the Third Closing is subject to the fulfillment to
the reasonable  satisfaction  of the Company at or prior to the Third Closing of
the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties  of Purchaser  contained in Section 3.6 of this
Agreement shall be true, correct and complete on and as of the date of the Third
Closing and Purchaser  shall have  delivered to the Company a certificate  of an







                                       15
<PAGE>

executive  officer  of  Purchaser,  dated the date of the Third  Closing to that
effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied with by Purchaser on or
prior to the date of the Third  Closing  shall have been  performed  or complied
with and  Purchaser  shall have  delivered  to the Company a  certificate  of an
executive  officer of Purchaser,  dated as of the date of the Third Closing,  to
that effect.

                  Section 4.7.  Conditions to  Purchaser's  Obligation to Fourth
Closing. The obligation of Purchaser to effect the transactions  contemplated by
Section 1.2(e) to occur at the Fourth  Closing is subject to the  fulfillment to
the  reasonable  satisfaction  of Purchaser at or prior to the Fourth Closing of
the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties of the Company  contained in Sections 2.1, 2.2,
2.3 and 2.4 of this Agreement  shall be true,  correct and complete on and as of
the date of the Fourth Closing and the Company shall have delivered to Purchaser
a certificate of the Chief Executive  Officer of the Company,  dated the date of
the Fourth Closing to that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied  with by the Company on
or prior to the date of the Fourth Closing shall have been performed or complied
with and the Company  shall have  delivered  to  Purchaser a  certificate  of an
executive officer of the Company, dated as of the date of the Fourth Closing, to
that effect.

                  (c) First  Transaction.  The Company  shall have  processed at
least one order over its website.

                  Section 4.8. Conditions to the Company's  Obligation to Fourth
Closing.  The obligation of the Company to effect the transactions  contemplated
by Section 1.2(e) to occur at the Fourth  Closing is subject to the  fulfillment
to the reasonable  satisfaction of the Company at or prior to the Fourth Closing
of the following conditions:

                  (a)   Accuracy  of   Representations   and   Warranties.   The
representations  and  warranties  of Purchaser  contained in Section 3.6 of this
Agreement  shall  be true,  correct  and  complete  on and as of the date of the
Fourth  Closing and Purchaser  shall have delivered to the Company a certificate
of an executive  officer of Purchaser,  dated the date of the Fourth  Closing to
that effect.

                  (b)  Performance.  All  covenants,  agreements  and conditions
contained in this  Agreement to be performed or complied with by Purchaser on or
prior to the date of the Fourth  Closing  shall have been  performed or complied
with and  Purchaser  shall have  delivered  to the Company a  certificate  of an








                                       16
<PAGE>

executive officer of Purchaser,  dated as of the date of the Fourth Closing,  to
that effect.


                                    ARTICLE V

                            Reporting and Inspection

                  The Company hereby covenants and agrees:

                  Section 5.1. Financial  Statements and Other Information.  The
Company will deliver to Purchaser:

                  (a) as soon as  available  after the end of each fiscal  month
         the  Company,  and in any  event  within  30  days  thereafter,  (i) an
         unaudited  balance  sheet of the  Company as at the end of such  month;
         (ii) an unaudited statement of operations of the Company for such month
         and for the fiscal year of the  Company to the end of such  month;  and
         (iii) an  unaudited  statement  of cash flows of the  Company  for such
         month  and  for the  fiscal  year  to the  end of  such  month,  all in
         reasonable  detail,  subject to changes  resulting from normal year-end
         audit adjustments,  certified by the principal financial officer of the
         Company (the "Principal Financial Officer");

                  (b) as soon as available  after the end of each fiscal quarter
         of the  Company,  and in any event  within 45 days  thereafter,  (i) an
         unaudited  balance  sheet of the Company as at the end of such quarter;
         (ii) an  unaudited  statement  of  operations  of the  Company for such
         quarter  and for the  fiscal  year  of the  Company  to the end of such
         quarter;  and (iii) an unaudited statement of cash flows of the Company
         for such  quarter and for the fiscal  year to the end of such  quarter,
         all in  reasonable  detail,  subject to changes  resulting  from normal
         year-end  audit  adjustments,  certified  by  the  Principal  Financial
         Officer;

                  (c) as soon as available  after the end of each fiscal year of
         the Company,  and in any event within 120 days  thereafter,  a reviewed
         balance sheet of the Company,  and the related  reviewed  statements of
         operations, shareholders' equity and cash flows of the Company for such
         fiscal year (collectively,  the "Annual Statements"),  setting forth in
         each case in comparative  form the figures for the previous fiscal year
         (if any),  certified  by the  Principal  Financial  Officer;  provided,
         however,  that if Purchaser  notifies the Company that it requires such
         Annual  Statements  for such fiscal year sooner than 120 days after the
         end of such fiscal year, the Company shall cooperate with Purchaser and
         use its best efforts to provide such Annual  Statements to Purchaser by
         the date requested; and

                  (d) with reasonable  promptness,  such other data, reports and
         information as from time to time  Purchaser may reasonably  request and
         such data,  press releases,  reports and information as the Company may
         from time to time furnish to holders of its securities.




                                       17
<PAGE>


                  Section  5.2.  Inspection  Rights.  The Company will permit an
authorized  representative  of Purchaser to visit and inspect the  properties of
the  Company,  including  its books and to discuss  its  affairs,  finances  and
accounts with its officers,  all at such  reasonable  times and as often as such
person may reasonably  request,  all upon reasonable prior written notice to the
Company.


                                   ARTICLE VI

                              Additional Covenants

                  The Company hereby covenants and agrees:

                  Section 6.1. Board of Directors.  The Board of Directors shall
consist of at least one (1) member but not more than seven (7) members.

                  Section 6.2. Expenses. The Company shall bear its own expenses
incurred  on its behalf  with  respect to this  Agreement  and the  transactions
contemplated  hereby. The Company shall pay any and all reasonable legal fees of
Purchaser  and  Parent  with  respect  to this  Agreement  and the  transactions
contemplated hereby not in excess of an aggregate of $75,000.

                  Section  6.3.  Share  Plans.  The Company  shall not grant any
options,  share appreciation rights,  performance shares or units, or restricted
shares  without  the prior  approval  of a majority  of the Board of  Directors;
provided,  further,  that if the  recipient  of any such grant is a director  or
executive  officer of the Company,  such majority shall include the  affirmative
vote of at least one director  elected by the holders of the Preferred Shares (a
"Preferred Director").

                  Section  6.4.  Annual  Budget . In addition to the approval of
the Board of Directors,  the annual operating budget of the Company prepared for
each  fiscal  year of the  Company  (the  "Annual  Budget")  shall be subject to
approval  of  Purchaser.  No later than  sixty  (60) days  before the end of the
fiscal year  preceding the fiscal year for which an Annual Budget  applies,  the
Annual  Budget  shall be submitted to Purchaser  for  approval,  disapproval  or
modification.  The Company shall not make any capital expenditures  provided for
in an Annual  Budget until the subject  Annual  Budget has received the required
approval of  Purchaser;  provided,  however,  that  Purchaser  shall give prompt
notice of any such  approval,  disapproval  or  modification.  In the event that
Purchaser disapproves of such Annual Budget, the Company and Purchaser shall use
their best  efforts to make such  modification  that will  enable  Purchaser  to
approve  such Annual  Budget.  Until such  modification  has been agreed to, the
Company  shall be  permitted to make  capital  expenditures  not in excess of an
aggregate of U.S. $50,000 for such year.




                                       18
<PAGE>

                  Section 6.5. Compensation of Directors and Executive Officers.
The annual compensation package, including,  without limitation,  salary, grants
of share options,  share  appreciation  rights,  performance shares or units, or
restricted shares, and other benefits,  of each executive officer,  director and
individuals  related to each executive officer or director,  shall be subject to
approval of a majority of the Board of Directors  (which  majority shall include
the affirmative  vote of at least one Preferred  Director);  provided,  however,
that such approval shall not be required for a base salary for fiscal year ended
December 31, 2000 not in excess of U.S.$100,000  for each of the officers listed
in Schedule II. Once an annual compensation package is approved pursuant to this
Section  6.5,  any  changes,   modifications   or   amendments  to  such  annual
compensation  package  in  excess  of 10% of the  base  salary  of  such  annual
compensation  package  shall  require the approval of a majority of the Board of
Directors (which majority shall include at least one Preferred Director).


                                   ARTICLE VII

                                  Miscellaneous

                  Section 7.1.  Amendments.  This  Agreement may not be amended,
modified or supplemented  except by a written  instrument  signed by each of the
parties hereto.

                  Section 7.2. Survival of Representations  and Warranties.  All
representations and warranties  contained herein or made in writing by any party
in  connection  herewith  will  survive  the  execution  and  delivery  of  this
Agreement,  the consummation of any Closing,  and any investigation  made at any
time by or on behalf of Purchaser or Parent.

                  Section  7.3.  Successors  and  Assigns.  Except as  otherwise
expressly  provided  herein,  all  covenants  and  agreements  contained in this
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of the  respective  successors  and  assigns of the parties  hereto,
whether so expressed or not.

                  Section 7.4. Severability.  Whenever possible,  each provision
of this  Agreement  will be  interpreted  in such manner as to be effective  and
valid under applicable law, but if any provision of this Agreement is held to be
prohibited  by  or  invalid  under   applicable  law,  such  provision  will  be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of this Agreement.

                  Section 7.5. Descriptive Headings. The descriptive headings of
this  Agreement  are  inserted  for  convenience  of  reference  only and do not
constitute a part of this Agreement.

                  Section  7.6.  Notices.  Any  notices  required,   desired  or
permitted  to be  given  hereunder,  shall  be  delivered  personally,  sent  by
overnight  courier or mailed,  registered  or  certified  mail,  return  receipt
requested,  to the  following  addresses (or to such other address as each party








                                       19
<PAGE>

may  specify  in  a  notice  given   hereunder)  or   transmitted  by  facsimile
transmission  (with such  transmission  promptly  confirmed by writing delivered
personally,  by overnight courier or mailed as provided in this Section 7.6) and
shall be deemed to have  been  received  on the day of  personal  delivery,  one
business day after  delivery to the overnight  courier  service,  three business
days  after  such  mailing  or,  in the  case of  facsimile  transmission,  when
received:

                  If to Purchaser:

                           entrade.com, Inc.
                           521 Fellowship Road
                           Suite 130
                           Mt. Laurel, NJ 08054
                           Attention: Ben Kafka
                           Telephone number: 847/441-6650
                           Fax number: 847/441-6959

                  with a copy in the case of a notice to Purchaser to:

                           Duane, Morris & Heckscher LLP
                           227 W. Monroe, Suite 3400
                           Chicago, Illinois 60606
                           Attention: Eric M. Fogel
                           Telephone number: 312/499-6729
                           Fax number:  312/499-6701

                  If to Parent:

                           Entrade Inc.
                           500 Central Avenue
                           Northfield, IL 60093
                           Telephone number: (847) 441-8850
                           Fax number: (847) 441-6959

                  with a copy in the case of a notice to Parent to:

                           Duane, Morris & Heckscher LLP
                           227 W. Monroe, Suite 3400
                           Chicago, Illinois 60606
                           Attention: Eric M. Fogel
                           Telephone number: 312/499-6729
                           Fax number:  312/499-6701








                                       20
<PAGE>

                  If to the Company:

                           TradeTextile.com Inc.
                           16/F., 10 Knutsford, T.S.T.
                           Kowloon, Hong Kong
                           Telephone number:  011/852/2721-1750
                           Fax number: 011/852/2311-4481

                  with a copy in the case of a notice to the Company to:

                           Sidley & Austin
                           Bank One Plaza
                           10 S. Dearborn Street
                           Chicago, Illinois 60603
                           Attention:  Frederick C. Lowinger
                           Telephone number:  312/853-7000
                           Fax number:  312/853-7036

                  Section 7.7.  Governing Law. THE VALIDITY,  MEANING AND EFFECT
OF THIS  AGREEMENT  SHALL BE DETERMINED IN ACCORDANCE  WITH THE LAWS OF ILLINOIS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

                  Section  7.8.   Exhibits  and  Schedules.   All  Exhibits  and
Schedules hereto are an integral part of this Agreement.

                  Section 7.9. Final  Agreement.  This Agreement,  together with
those documents which are exhibits hereto, constitute the final agreement of the
parties  concerning the matters  referred to herein and therein,  and supersedes
all prior and contemporaneous agreements and understandings,  including, without
limitation, the Term Sheet dated as of December 17, 1999 between the Company and
Parent.

                  Section 7.10. Execution in Counterparts. This Agreement may be
executed  in any  number of  counterparts,  each of which when so  executed  and
delivered  shall be deemed an original,  and such  counterparts  together  shall
constitute one instrument.

                  Section 7.11. JURISDICTION;  VENUE; FORUM NON CONVENIENS.  (A)
EACH OF THE COMPANY,  PURCHASER  AND PARENT  HEREBY  IRREVOCABLY  SUBMITS IN ANY
SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR RELATED TO THIS  AGREEMENT OR ANY
OTHER  INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR  DELIVERED IN  CONNECTION
HEREWITH AND THE TRANSACTIONS  CONTEMPLATED HEREBY AND THEREBY,  WHETHER ARISING
IN CONTRACT,  TORT,  EQUITY OR OTHERWISE,  TO THE EXCLUSIVE  JURISDICTION OF ANY





                                       21
<PAGE>

STATE OR FEDERAL  COURT  LOCATED IN THE STATE OF ILLINOIS AND WAIVES ANY AND ALL
OBJECTIONS TO JURISDICTION  THAT IT MAY HAVE UNDER THE LAWS OF THE UNITED STATES
OR OF ANY STATE.

                  (B) EACH OF THE  COMPANY,  PURCHASER  AND  PARENT  WAIVES  ANY
OBJECTION THAT IT MAY HAVE (INCLUDING,  WITHOUT LIMITATION, ANY OBJECTION OF THE
LAYING OF VENUE OR BASED ON FORUM NON  CONVENIENS)  TO THE LOCATION OF THE COURT
IN WHICH ANY PROCEEDING IS COMMENCED IN ACCORDANCE WITH THIS SECTION 7.11.

                  Section  7.12.  WAIVER  OF JURY  TRIAL.  EACH OF THE  COMPANY,
PURCHASER AND PARENT  WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT,  TORT,  OR  OTHERWISE,  BETWEEN ANY OF THE PARTIES  HERETO
ARISING OUT OF OR RELATED TO THE TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT OR
ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH.  ANY PARTY HERETO MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF THIS
AGREEMENT  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  CONSENT  OF THE  PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                  Section  7.13.  Survival of  Covenants.  The  covenants of the
Company set forth in Section  5.1(a) and Article 6 shall  terminate and be of no
further  force or effect as to  Purchaser  upon the  Company's  firm  commitment
underwritten  public  offering of its Common  Shares under the Act  resulting in
proceeds  of  at  least  U.S.   $15,000,000  (after  deduction  of  underwriters
commissions and expenses) (a "Qualified  IPO"), or upon any merger,  acquisition
or consolidation in which all or substantially all of the assets, or the capital
shares, of the Company are sold or transferred. The covenants of the Company set
forth in Article 5 (other than Section  5.1(a)) shall survive a Qualified IPO to
the  extent  such  obligations  are  consistent  with the  Company's  disclosure
obligations  under (a) the  Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder,  (b) the Securities Exchange Act of 1934, as
amended  and the  rules  and  regulations  promulgated  thereunder,  and (c) the
requirements of any national  securities  exchange or automated quotation system
on which the Company's  securities are listed.  Other covenants  contained in or
made pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closings and shall in no way be affected by any  investigation
of the subject matter thereof made by or on behalf of any of the parties.

                  Section 7.14. Approval of Distribution of Parent Warrant.  The
Purchaser hereby approves and authorizes the distribution by the Company, at any
time after the First  Closing,  of the Parent  Warrant to Yik Fan Cheung,  Allan
Chiwan Cheung and Chen Jian Xu as compensation for services  provided by them to
the Company.





                                       22
<PAGE>

                  Section 7.15.  Guarantee of  Purchaser's  Obligations.  Parent
hereby  guarantees the performance by Purchaser of its obligations under Article
IV.


































                                       23
<PAGE>






                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the __ day of February, 2000.



                                        TRADETEXTILE.COM INC.


                                        By: _______________________________
                                               Name:
                                               Title:


                                        ENTRADE.COM, INC.



                                        By: _______________________________
                                               Name:
                                               Title:


                                        ENTRADE INC.


                                        By: _______________________________
                                               Name:
                                               Title:




<PAGE>




                                  SCHEDULE I TO
                              INVESTMENT AGREEMENT

                              CAPITALIZATION TABLE

Holders of Common Shares                    Number of Common Shares
------------------------                    -----------------------
Allan Chiwan Cheung                                885,000
Yik Fan Cheung                                   1,180,000
Chen Jian Xu                                       881,000
Weidong Wang                                         4,000
Woo Ping Fok                                        10,000
Steven Kaplan                                       20,000
Frederick C. Lowinger                               20,000
                                                ----------
         Total                                   3,000,000
                                                 =========

Holders of Preferred Shares                 Number of Preferred Shares
---------------------------                 --------------------------
entrade.com, Inc.                                  511,667
Woo Ping Fok                                        20,000*
Frederick C. Lowinger                               5,000*
Imad I. Qasim                                        5,000*
John P. Simon                                        5,000*
                                               -----------
         Total                                     546,667
                                               ===========



* Being sold  contemporaneously  with the First  Closing  pursuant  to  separate
subscription agreements.


<PAGE>






                                 SCHEDULE II TO
                              INVESTMENT AGREEMENT

                                    OFFICERS

Officer                                Position
-------                                --------

Yik Fan Cheung                         Chairman of the Board and Chief Operating
                                       Officer

Allan Chiwan Cheung                    Chief Executive Officer

Chen Jian Xu                           President, Chief Technology Officer and
                                       Secretary