**Exhibit 10.10**

**EXHIBIT B**

**ENTRADE WARRANT**

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or registered or qualified under any state securities laws. The securities may not be sold,transferred, pledged or hypothecated unless such sale, transfer, pledge or hypothecation is in accordance with such Act and applicable state securities laws. 

**Warrant No.                     -04**

**No. of Shares of Common Stock: [Number of Shares]**

WARRANT 

**to Purchase Common Stock of**

**Entrade Inc.**

**a Pennsylvania corporation**

THIS WARRANT IS TO CERTIFY THAT **[Name of Purchaser]** (“**Purchaser**”), is entitled to purchase from Entrade Inc., a Pennsylvaniacorporation (the “**Company**”), **[Number of Shares]** (                    ) shares of Common Stock at an exercise price of$.10 per share of Common Stock, all on the terms and conditions hereinafter provided. 

Section 1. Certain Definitions. As usedin this Warrant, unless the context otherwise requires: 

“Charter” shall mean the Articles of Incorporation of theCompany, as in effect from time to time. 

“Common Stock” shall mean the Company’s authorized Common Stock, no parvalue. 

“Exercise Price” shall mean the exercise price per share of Common Stock set forth above, as adjusted from time totime pursuant to Section 3 hereof. 

“Fair Market Value” shall be determined as follows: 

(1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the closing price of the securities on suchexchange or system on the last trading date prior to the date the Warrant is exercised; 

(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bidor sale prices (whichever is applicable) on the last trading date prior to the date the Warrant is exercised; and 

(3) If there is noactive public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. 

“Securities Act” shall mean the Securities Act of 1933, as amended. 

“Warrant” shall mean thisWarrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the numberof shares of Common Stock for which they may be exercised. 

“Warrantholder” shall mean the Purchaser, as the initialholder of this Warrant, and its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred. 

“Warrant Stock” shall mean the shares of Common Stock purchasable by the holder of this Warrant upon the exercise of such Warrant. 

Section 2. Exercise of Warrant. 

(a) After January     , 2004 but prior to January     , 2009 (“the Expiration Date”), the Purchaser may at any time and from time to time exercise this Warrant, in whole or inpart. 

(b)(i) The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified inSection 13 hereof (i) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in accordance withSection 2(b)(ii) hereof. In the event that any exercise shall not be for all shares of Warrant Stock purchasable hereunder, a new Warrant registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares ofWarrant Stock purchasable hereunder, shall be delivered to the Warrantholder within ten (10) calendar days of any such exercise. Such notice of exercise shall be in the Subscription Form set out at the end of this Warrant. 

(ii) The Warrantholder may elect to pay the Exercise Price to the Company either (1) by cash, certified check or wire transfer, (2) byconverting the Warrant into Common Stock (“Warrant Conversion”) or (3) any combination of the foregoing, and specifying such election(s) in the Subscription Form. If the Warrantholder elects to pay the Exercise Price through WarrantConversion, the Company shall deliver to the Warrantholder (without payment by the Warrantholder of any cash or other consideration) that number of shares of Common Stock equal to the difference of (I) the total number of shares of WarrantStock into which this Warrant is exercisable minus (II) that number of Shares of Warrant Stock having an aggregate “Spread” (as defined herein) equal to the aggregate Exercise Price. For purposes of this Section 2, “Spread”per share of Warrant Stock shall be the difference, as of the date of exercise, between the Exercise Price and the Fair Market Value of the Warrant Stock. 

 

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(c) Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relatingthereto, the Company shall cause to be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. 

(d) The stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations as maybe specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and theWarrantholder or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including to the extent permitted by law the right to vote such shares or to consent or to receive notice asstockholders, as of the time said notice is delivered to the Company as aforesaid. 

(e) The Company shall pay all expenses payable inconnection with the preparation, issue and delivery of stock certificates under this Section 2. 

(f) All shares of Common Stockissuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by theWarrantholder. 

(g) In no event shall any fractional share of Common Stock of the Company be issued upon any exercise of this Warrant. If,upon any exercise of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Common Stock, then the Company shall deliver in cash to such holder an amount equal to such fractionalinterest. 

Section 3. Adjustment of Exercise Price and Warrant Stock. 

(a) If, at any time prior to the Expiration Date, the number of outstanding shares of Common Stock is (i) increased by a stock dividend payable inshares of Common Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled toreceive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall be adjusted to a new amount equal to the product of (1) the Exercise Price in effect on such record date and (1I) the quotientobtained by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)), by (y) the number of shares of Common Stock whichwould be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date. 

 

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(b) Upon each adjustment of the Exercise Price as provided in Section 3(a), the Warrantholder shallthereafter be entitled to subscribe for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product of (i) the number of shares of Warrant Stock existing prior to suchadjustment and (ii) the quotient obtained by dividing (I) the Exercise Price existing prior to such adjustment by (II) the new Exercise Price resulting from such adjustment. 

Section 4. Division and Combination. This Warrant may be divided or combined with other Warrants upon presentation at the aforesaid office ofthe Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Warrantholder or its agent or attorney. The Company shall pay all expenses in connection with the preparation,issue and delivery of Warrants under this Section 4, including any transfer taxes resulting from the division or combination hereunder. The Company agrees to maintain at its aforesaid office books for the registration of the Warrants.

Section 5. Reclassification, Etc. In case of any reclassification or change of the outstanding Common Stock of the Company(other than as a result of a subdivision, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger inwhich the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the Company) at any time prior to the Expiration Date, then, as a condition of such reclassification,reorganization, change, consolidation or merger, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder shall have theright prior to the Expiration Date to purchase, at a total price not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification,reorganization, change, consolidation or merger by a holder of the number of shares of Common Stock of the Company which might have been purchased by the Warrantholder immediately prior to such reclassification, reorganization, change, consolidationor merger, in any such case appropriate provisions shall be made with respect to the rights and interest of the Warrantholder to the end that the provisions hereof (including provisions for the adjustment of the Exercise Price and of the number ofshares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock and other securities and property thereafter deliverable upon exercise hereof. 

Section 6. Reservation and Authorization of Capital Stock. The Company shall at all times reserve and keep available for issuance such numberof its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. 

Section 7. Stock and Warrant Books. The Company will not at any time, except upon dissolution, liquidation or winding up, close its stock books or Warrant books so as to result in preventing or delaying the exercise of anyWarrant. 

Section 8. Limitation of Liability. No provisions hereof, in the absence of affirmative action by the Warrantholderto purchase Warrant Stock hereunder, shall give rise to any liability of the Warrantholder to pay the Exercise Price or as a stockholder of the Company (whether such liability is asserted by the Company or creditors of the Company). 

 

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Section 9. Transfer. Subject to compliance with the Securities Act and the applicable rulesand regulations promulgated thereunder, this Warrant and all rights hereunder shall be transferable in whole or in part. Any such transfer shall be made at the office or agency of the Company at which this Warrant is exercisable, by the registeredholder hereof in person or by its duly authorized attorney, upon surrender of this Warrant together with the assignment hereof properly endorsed, and promptly thereafter a new warrant shall be issued and delivered by the Company, registered in thename of the assignee. Until registration of transfer hereof on the books of the Company, the Company may treat the Purchaser as the owner hereof for all purposes. 

Section 10. Investment Representations; Restrictions on Transfer of Warrant Stock. Unless a current registration statement under the Securities Act shall be in effect with respect to the Warrant Stock tobe issued upon exercise of this Warrant, the Warrantholder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of Warrant Stock acquired upon exercise hereof, suchWarrantholder will deliver to the Company a written statement that the securities acquired by the Warrantholder upon exercise hereof are for the account of the Warrantholder or are being held by the Warrantholder as trustee, investment manager,investment advisor or as any other fiduciary for the account of the beneficial owner or owners for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no presentintention (at any such time) of offering and distributing such securities (or any portion thereof). 

Section 11. Loss, Destructionof Warrant Certificates. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity and/or securitysatisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor andrepresenting the right to purchase the same aggregate number of shares of Common Stock. 

Section 12. Amendments. The terms ofthis Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Company and the Warrantholder. 

Section 13. Notices Generally. Any notice, request, consent, other communication or delivery pursuant to the provisions hereof shall be in writing and shall be sent by one of the following means:(i) by registered or certified first class mail, postage prepaid, return receipt requested; (ii) by facsimile transmission with confirmation of receipt; (iii) by overnight courier service; or (iv) by personal delivery, and shallbe properly addressed to the Warrantholder at the last known address or facsimile number appearing on the books of the Company, or, except as herein otherwise expressly provided, to the Company at its principal executive office at 500 CentralAvenue, Northfield, Illinois 60093, Fax: (847) 441-7652, or such other address or facsimile number as shall have been furnished to the party giving or making such notice, demand or delivery. 

 

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Section 14. Successors and Assigns. This Warrant shall bind and inure to the benefit of andbe enforceable by the parties hereto and their respective permitted successors and assigns. 

Section 15. Governing Law. In allrespects, including all matters of construction, validity and performance, this Warrant and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Illinois, withoutregard to conflicts of law principles. 

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorizedofficer. 

Dated: January     , 2004 

 

**ENTRADE INC.**

a Pennsylvaniacorporation
By:    
Name:     Peter R. Harvey

Its:           President

 

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**SUBSCRIPTION FORM**

(to be executed only upon exercise of Warrant) 

 
To:Entrade Inc. 
 
  500 Central Avenue   Northfield, Illinois 60093 
 
  [Choose one or both of the paragraphs, as applicable] 
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. __), hereby irrevocably elects to purchase                     shares of the Common Stock covered by such Warrant and herewith makes payment of$            , representing the full purchase price for such shares at the price per share provided in such warrant. 

The undersigned, pursuant to the provisions set forth in the attached Warrant (No. __), hereby irrevocably elects to exercise the right of conversionrepresented by the attached warrant for                      shares of Common Stock, and as payment therefore hereby directs Entrade Inc. towithhold                      shares of Common Stock that the undersigned would otherwise be entitled thereunder. 

 
    Dated:     Name:     Signature:      Address:       
 

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