EXHIBIT 10.45

                            NONCOMPETITION AGREEMENT

         This Noncompetition  Agreement ("Agreement") is entered into as of this
9th day of March, 2000, by and among  AssetControl.com,  LLC, a Delaware limited
liability  company  ("Company"),   Textron  Financial  Corporation,  a  Delaware
corporation ("TFC"), Entrade Inc., a Pennsylvania  corporation ("Entrade"),  and
ATM Service,  Ltd.,  a New York  corporation  ("ATM" and  together  with TFC and
Entrade  are  sometimes  referred  to as the  "Members"  and  individually  as a
"Member") who agree as follows:

         1. Introduction.  Contemporaneously  with the execution and delivery of
this Agreement,  each Member has entered into a Contribution  Agreement  between
Company and such Member (the  "Contribution  Agreement")  pursuant to which such
Member has  contributed  certain  assets of Member to Company  for a  membership
interest in Company on the terms and conditions  set forth therein.  Member is a
member  of  Company,  whose  agreement  not to  compete  with  Company  and  its
subsidiaries  (the  "Protected  Group") is  essential to the  Protected  Group's
ability to  succeed.  As a  condition  to  Company's  agreement  to perform  its
obligations  under the  Contribution  Agreement,  the Company has required  that
Member enter into this Agreement for the benefit of the Protected Group.

         2.  Agreements.  For $100 in hand paid to each Member and as inducement
for  Company to enter into and perform its  obligations  under the  Contribution
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, each Member agrees that so long as
such Member is a Member of the Company and for a period of two years  thereafter
(except in the event that the Company is dissolved sooner), no Member nor any of
such Member's Affiliates (as defined below) shall,  directly or indirectly,  for
its own account or for the account of others, as a shareholder,  member,  owner,
partner, promoter, consultant, manager, advisor or otherwise:

         (a)      individually  engage in, or participate (i) in the case of ATM
                  or Entrade,  with any North American bank,  national financial
                  institution or Fortune 500 industrial  company, or (ii) in the
                  case of TFC,  with any  company  providing  asset  disposition
                  services, in the promotion, formation, advancement, financing,
                  ownership,  management,  or  provision  of services  for,  any
                  business or other related  enterprise,  which,  as its primary
                  business, provides asset disposition services in North America
                  for surplus machinery and equipment and excess  inventories in
                  a manner and form that  competes  directly  with the Protected
                  Group (as defined below);  provided,  however, that any Member
                  is  expressly  permitted  to hold up to a  twenty-six  percent
                  (26%) passive  ownership  interest in any such business;  and,
                  provided further,  that (i) nothing in this Section 2(a) shall
                  limit the right of any party to engage or participate in other
                  Internet-based  enterprises,  including,  without  limitation,
                  Internet-based  asset  disposition  businesses,  that  do  not
                  compete  directly  with  the  Protected  Group,  and  (ii) the
                  pursuit of such engagement or participation  shall in no event
                  be  deemed  to be  wrongful  or  improper  or a breach  of the
                  pursuing    Member's    fiduciary    obligation   to   present
                  opportunities to the Company.
<PAGE>


         (b)      knowingly  solicit for employment  any person  employed by the
                  Protected Group at the date hereof, or any time in the future,
                  unless: (i) such Member solicits such person for employment at
                  least six months  after such  person was last  employed by any
                  member  of the  Protected  Group or (ii) such  Member  was not
                  aware of and should not have been aware of the  employment  of
                  such person by any member of the  Protected  Group;  provided,
                  however, that such Member and any of its Affiliates may employ
                  any such person who applies  for  employment  in response to a
                  general solicitation or advertisement,  or who such Member can
                  demonstrate  first  approaches  such Member or such  Affiliate
                  concerning possible employment; or

         (c)      request,  advise or attempt to influence  any person or entity
                  which is a source of materials, supplies, personnel, services,
                  funds or  information  for the  Protected  Group to  withdraw,
                  cancel or curtail the sale or furnishing of such items to such
                  member of the Protected Group.

         (d)      For purposes of this Agreement,  the phrase "competes directly
                  with  the  Protected   Group"  shall  mean   providing   asset
                  disposition  services  for all  classes of surplus  machinery,
                  equipment,  excess inventories and commercial real estate in a
                  horizontal  application  across all  industry  segments in the
                  United States.

Notwithstanding  the  foregoing  provisions of this Section 2, the parties agree
that:  (i) Entrade  has  created  and  intends to  continue  to create  numerous
vertical  applications for asset  disposition  services within specific industry
segments,  which currently include Nationwide  Auction Systems,  utiliparts.com,
asseTrade.com,  printeralliance.com,  TruckCenter.com and TradeTextile.com. None
of such businesses, nor any similar industry-specific vertical businesses, shall
be deemed to compete directly with the Protected Group; and (ii) with respect to
ATM, the disposition of  non-industrial  excess finished goods inventories shall
not be deemed to compete directly with the Protected Group.

         3. Prospective  Customers.  In the event a prospective  customer of the
Protected  Group  elects not to  transact  business  with the Company and either
Entrade or ATM or both enters into a relationship with such prospective customer
in  violation  of Section  2(a)  pursuant  to which such  prospective  customer,
Entrade or ATM, as the case may be,  competes  directly with the Protected Group
(as defined in Section  2(d)),  then Entrade or ATM will pay to TFC  twenty-five
percent (25%) of the commission revenues or, in the case of an asset acquisition
and sale, net proceeds received by Entrade or ATM from such business.

         4. Compliance with Law. Each Member  acknowledges that it has consulted
with counsel of its  choosing  with respect to this  Agreement  and  understands
fully the legal and practical significance of its execution and delivery of this
Agreement.  Each Member acknowledges and agrees that this Agreement is ancillary
to the Contribution  Agreement,  that the Contribution  Agreement is enforceable
and that the  limitations  contained  herein with respect to time,  geographical
area and scope of activity to be restrained  are  reasonable and do not impose a
greater  restraint  than is necessary to protect the goodwill or other  business
interests of the Protected Group.
<PAGE>

         5. Breach of Restrictive  Covenants.  Each Member acknowledges that any
violation of any of the restrictive  covenants  contained in this Agreement will
cause  irreparable  harm to the Protected Group for which monetary damages would
not be  adequate  compensation.  Each  Member,  therefore,  agrees  that,  if it
violates  or  threatens  to violate  any of these  restrictive  Agreements,  the
Protected  Group shall be entitled,  in addition to any other legal or equitable
remedies  available to it, to entry of an  injunction,  temporary and permanent,
enjoining such breach and securing specific performance of this Agreement.

         6.  Amendments.  This  Agreement  may  be  amended  only  by a  written
agreement entered into by and among Company and the Members.

         7.  Severability  of Terms. If any of the agreements or restrictions in
this  Agreement  are held  invalid by a court of  competent  jurisdiction,  such
holding will not  invalidate  any of the other  agreements  and/or  restrictions
herein, as it is intended that the agreements and/or  restrictions  herein shall
be severable and that the invalidity of one shall not invalidate any others.

         8. Reformation. If this Agreement is found to contain limitations as to
time,  geographical  area,  or scope of activity to be  restrained  that are not
reasonable  and impose a greater  restraint  that is  necessary  to protect  the
goodwill or other  business  interest of the  Protected  Group,  the court shall
reform this Agreement to the extent necessary to cause the limitations contained
in the  Agreement  as to time,  geographical  area,  and scope of activity to be
restrained to be reasonable  and to impose a restraint  that is not greater than
necessary to protect the goodwill or other  business  interest of the  Protected
Group and enforce the Agreement as reformed.

         9.  Waiver.  No  omission  or delay on the part of any party of due and
punctual fulfillment of any obligation shall be deemed to constitute a waiver by
any  other  party  of any  of its  rights  to  require  such  due  and  punctual
fulfillment of any other obligation hereunder,  whether similar or otherwise, or
a waiver of any remedy it may have. A waiver by a member of the Protected  Group
of  similar  rights to any other  member  shall not  constitute  a waiver of the
Protected Group's rights with respect to any Member.

         10.  Governing  Law.  In the event of any  dispute  arising  under this
Agreement,  it is  agreed by the  parties  that the law of the State of New York
will govern the interpretation,  validity,  and effect of this Agreement without
regard to the place or performance thereof.

         11.  References.  All headings,  captions or arrangements  used in this
Agreement are intended  solely for the  convenience of the parties and shall not
be deemed to limit, amplify or modify the terms of this Agreement nor affect the
meaning  thereof.  Whenever in this  Agreement the word  "including" is used, it
shall  be  deemed  to be for  purposes  of  identifying  only one or more of the
possible alternatives, and the entire provision in which such word appears shall
be read as if the phrase  "including  without  limitation" were actually used in
the text. The term  "Affiliate"  means,  when used with reference to a specified
person,  any person who directly or  indirectly,  is controlled by the specified
person.
<PAGE>

       12. Notices.  Any notice required or permitted under this Agreement shall
be given in  writing  and shall be deemed to have been duly given if (i) sent by
postage prepaid, United States first class, registered or certified mail, return
receipt  requested,  or (ii) sent by a recognized  overnight delivery service to
the parties at their  respective  addresses  specified  below,  or at such other
address  for a party as that  party  may  specify  by  notice.  Notice  shall be
effective upon receipt.


         (a)      If to Company:            AssetControl.com, LLC
                                            40 Westminster Street
                                            Providence, RI 02903
                                            Attn: General Manager

         (b)      If to TFC:                Textron Financial Corporation
                                            40 Westminster Street
                                            Providence, RI 02903
                                            Attn: General Counsel

         (c)      If to Entrade:            Entrade Inc.
                                            500 Central Avenue
                                            Northfield, IL 60093
                                            Attn: General Counsel

         (d)      If to ATM:                ATM Service, Ltd.
                                            220 White Plains Road
                                            Tarrytown, New York 10591
                                            Attn: General Counsel


         13.  Assignment.  This  Agreement  shall inure to the benefit of and by
binding upon the Protected Group and their respective successors and assigns and
each  Member and its  successors  and  assigns.  No Member  shall be entitled to
assign any obligations or rights hereunder  without the prior written consent of
Company.

         14. Entire  Agreement.  Except for the  Contribution  Agreement and the
Operating Agreement of the Company, this Agreement represents the full agreement
among the Members and the Company with respect to the subject  matter hereof and
supersedes any other agreements,  oral or written, among the parties. In signing
this  Agreement,  neither  any  Member  nor  Company  relied  upon any  promise,
representation, or any other inducement that is not expressed in this Agreement.

         15. Counterparts.  This Agreement may be executed by the parties hereto
in separate counterparts,  each of which when so executed and delivered shall be
an original,  but all such  counterparts  shall together  constitute one and the
same instrument.


<PAGE>


         EXECUTED as of the date first written above.

                                      TEXTRON FINANCIAL CORPORATION

                                      By:________________________________
                                      Its:_______________________________


                                      ASSETCONTROL.COM, LLC

                                      By:________________________________
                                      Its:_______________________________


                                      ENTRADE INC.

                                      By:________________________________
                                      Its:_______________________________


                                      ATM SERVICE, LTD.

                                      By:________________________________
                                      Its:_______________________________