EXHIBIT 4.9

                                WARRANT AGREEMENT


     WARRANT AGREEMENT  ("Agreement")  dated as of March 9, 2000 between ENTRADE
Inc.,  a  Pennsylvania   corporation  (the  "Company")  and  TEXTRON   FINANCIAL
CORPORATION, a Delaware corporation ("Warrantholder").

     A. On the date  hereof,  the Company  has agreed to issue to  Warrantholder
certain  warrants to purchase from the Company  shares of Common  Stock,  no par
value ("Common Stock.

     B. The Company  and the  Warrantholder  wish to set forth their  respective
rights and obligations hereunder.

     C. In  consideration  of the  foregoing  premises,  the  mutual  covenants,
agreements,  representations and warranties  hereinafter set forth and for other
good and  valuable  consideration,  the receipt and  adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1.  Definitions.  Unless otherwise defined herein,  the following
terms used in this Agreement shall have the meanings specified below.

     "Common Stock" means the Company's Common Stock, no par value per share.

     "Fully Diluted  Basis" means at any time (i) as applied to any  calculation
of the number of securities of the Company after giving effect to (x) all shares
of Common Stock of the Company outstanding at the time of determination, (y) all
shares of the Company  Common  Stock  issuable  upon the exercise of any option,
warrant  (including  the Warrant) or similar  right  outstanding  at the time of
determination  and (z) all shares of Common Stock of the Company  issuable  upon
the  exercise of any  conversion  or exchange  right  contained  in any security
(other than Common Stock)  convertible into or exchangeable for shares of Common
Stock of the  Company  and (ii) as applied to any  calculation  of value,  after
giving effect to the foregoing  securities and the payment of any  consideration
payable upon the exercise of any option, warrant or similar right referred to in
clause (y) above if such option,  warrant or similar right were  exercisable  at
such time.

     "Person"  means  a  corporation,   an   association,   a  partnership,   an
organization,  a business, an individual,  a government or a subdivision thereof
or a governmental agency.

     "Public  Sale" means any sale of Common Stock to the public  pursuant to an
offering  registered under the Securities Act or to the public through a broker,
dealer or market maker  pursuant to the provisions of Rule 144 (or any successor
provision then in effect) adopted under the Securities Act.
<PAGE>

     "Securities  Act" means the Securities  Act of 1933 or any similar  Federal
statute, and the rules and regulations of the Securities and Exchange Commission
thereunder, all as the same shall be in effect at the time.

     "Warrant" means the Warrant issued pursuant to this Agreement.

     "Warrant  Shares"  means  (i) any  shares  of the  Common  Stock  or  other
securities  issued or  issuable  upon the  exercise  of any Warrant and (ii) any
securities  issued  with  respect  to any of such  shares  or  other  securities
referred to in clause (i) upon the conversion  thereof into other  securities or
by way of stock  dividend or stock split or in connection  with a combination of
shares,  recapitalization,  merger,  consolidation  or other  reorganization  or
otherwise; provided that any of such securities shall cease to be Warrant Shares
when such  securities  shall have (x) been disposed of pursuant to a Public Sale
or (y) ceased to be outstanding.

                                   ARTICLE II
                      AUTHORIZATION AND ISSUANCE OF WARRANT

     SECTION  2.1.  Authorization  of Warrant.  The Company has  authorized  the
issuance to  Warrantholder  of its Warrant,  containing the terms and conditions
and in the form attached hereto as Exhibit A (the "Warrant").

                                   ARTICLE III
                     TRANSFER OF WARRANT AND WARRANT SHARES

     SECTION 3.1. Legend on Certificates.  Unless otherwise  expressly  provided
herein, the Warrant and each certificate for Warrant Shares and each certificate
issued in  exchange  for or upon  transfer  of any  thereof  shall be stamped or
otherwise imprinted with legends in substantially the following form:

        THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED
        FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933 OR APPLICABLE STATE LAWS. SUCH SECURITIES MAY NOT BE
        SOLD,   TRANSFERRED,   PLEDGED   OR   HYPOTHECATED   UNLESS  THE
        REGISTRATION  PROVISIONS OF SAID ACT AND LAWS HAVE BEEN COMPLIED
        WITH OR UNLESS THE  COMPANY  HAS  RECEIVED AN OPINION OF COUNSEL
        (ACCEPTABLE  TO  THE  COMPANY)  THAT  SUCH  REGISTRATION  IS NOT
        REQUIRED.



                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.1 The Company  represents  and warrants to the  Warrantholder  as
follows:


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<PAGE>


                  SECTION 4.1.1 Due Incorporation.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Pennsylvania  and has all requisite  corporate  power and authority to
enter into this Agreement and perform its obligations hereunder.

                  SECTION 4.1.2.  Authority and  Enforceability.  This Agreement
and all transactions  contemplated  hereby have been duly and validly authorized
by all necessary  corporate action on the part of the Company and this Agreement
constitutes a legal, valid and binding obligation of the Company  enforceable in
accordance  with its terms  except  that such  enforceability  may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws  affecting or relating to  enforcement  of creditors'  rights
generally.

                  SECTION   4.1.3.   Financial   Statements.   The  Company  has
previously  delivered to the  Warrantholder  audited  statements of income,  and
related  balance sheets for the Company.  These  financial  statements have been
prepared  from the books and  records  of the  Company  and fairly  present  the
financial position of the Company.

     SECTION 4.2 The  Warrantholder  represents  and  warrants to the Company as
follows:

                  SECTION  4.2.1.  Due  Incorporation.  The  Warrantholder  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
enter into this Agreement and perform its obligations hereunder.

                  SECTION 4.2.2.  Authority and  Enforceability.  This Agreement
and all transactions  contemplated  hereby have been duly and validly authorized
by all  necessary  corporate  action on the part of the  Warrantholder  and this
Agreement constitutes a legal, valid and binding obligation of the Warrantholder
enforceable in accordance with its terms except that such  enforceability may be
limited  by  bankruptcy,  insolvency,  reorganization,   moratorium,  fraudulent
conveyance  or other  similar  laws  affecting  or  relating to  enforcement  of
creditors' rights generally.

                  SECTION 4.2.3. Investment  Representations.  The Warrantholder
represents,  warrants and covenants that: (a) it (i) is an "Accredited Investor"
within the meaning of Rule 501(a) of the Securities Act, (ii) has such knowledge
and  experience  in financial  and business  matters that it is fully capable of
evaluating  the merits and risks of an  investment  in the  Warrant  and Warrant
Shares,  and (iii) can bear the economic  risk of its  investment in the Warrant
and Warrant  Shares;  (b) it is familiar  with the business of and prospects for
the  Company;  (c) the  Warrant is issued by the  Company in a  transaction  not
involving  any  public  offering  within  the  meaning  of  Section  4(2) of the
Securities  Act;  (d) it is  purchasing  and  acquiring  the Warrant and Warrant
Shares  issuable  upon  exercise  of the  Warrants  for  investment  for its own
account,  not for the  account of any other  person,  and not with a view to the
resale  or  distribution  thereof,  in  whole or in part,  in  violation  of the
Securities Act or applicable state securities law; and (f) the  representations,
warranties  and  covenants  contained  in this Section  4.2.3 shall  survive the
execution and delivery of this Agreement and the  acquisition of the Warrant and
Warrant Shares.



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<PAGE>

                                    ARTICLE V
                                  MISCELLANEOUS

     SECTION 5.1. Notices.  Notices and other communications provided for herein
shall  be in  writing  and may be  given  by  registered  mail,  return  receipt
requested,  courier, confirmed telex or facsimile transmission and shall, unless
otherwise expressly required,  be deemed given when received or, if mailed, four
business  days after being  deposited  in the United  States  mail with  postage
prepaid and properly addressed.  In the case of any Warrantholder,  such notices
and  communications  shall be  addressed  to its  address  as shown on the books
maintained  by the Company,  unless it shall notify the Company that notices and
communications  should be sent to a  different  address  (or telex or  facsimile
number),  in which case such  notices  and  communications  shall be sent to the
address (or telex or facsimile number) so specified.

     SECTION 5.2.  Binding Nature of Agreement.  This Agreement shall be binding
upon and inure to the benefit of and be  enforceable  by the  parties  hereto or
their successors in interest, except as expressly otherwise provided herein.

     SECTION 5.3. Descriptive Headings.  The descriptive headings of the several
sections and  paragraphs of this  Agreement are inserted for reference  only and
shall not limit or otherwise affect the meaning hereof.

     SECTION  5.4.  Specific  Performance.  Without  limiting the rights of each
party hereto to pursue all other legal and  equitable  rights  available to such
party for the  failure  of any  party to  perform  its  obligations  under  this
Agreement,  the parties hereto  acknowledge and agree that the remedy at law for
any failure to perform their obligations  hereunder would be inadequate and that
each  of  them,  respectively,   shall  be  entitled  to  specific  performance,
injunctive relief or other equitable  remedies in the event of any such failure.
If a Person who has become obligated to sell Warrant Shares hereunder shall fail
to deliver such Warrant Shares in accordance  with this  Agreement,  the Company
may,  in  addition  to all other  remedies  it may have,  send to that Person by
registered mail, return receipt  requested,  the purchase price for such Warrant
Shares provided for hereunder.  Thereupon,  the Company,  upon written notice to
that  Person,  shall  cancel on its books the  certificate(s)  representing  the
Warrant  Shares  to be  sold,  and all of that  Person's  rights  in and to such
Warrant Shares shall terminate.  The effecting of such sale in such manner shall
not  relieve  that Person of any of its  obligations  hereunder,  including  any
obligation  to  execute  and  deliver  any  documents  which the  Company  would
otherwise have been entitled to receive.

     SECTION 5.5.  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS
OF THE STATE OF  PENNSYLVANIA,  WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAW.

     SECTION 5.6. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts,  each of which shall be deemed an original,  but all
such counterparts shall together constitute one and the same instrument.





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<PAGE>

     SECTION  5.7.  Severability.  In the  event  that  any  one or  more of the
provisions contained herein, or the application thereof in any circumstances, is
held  invalid,  illegal or  unenforceable  in any respect  for any  reason,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

     SECTION 5.8. Entire Agreement.  This Agreement,  together with the Exhibits
attached  hereto,  is  intended by the  parties  hereto as a final and  complete
expression of their agreement and understanding in respect to the subject matter
contained   herein.   This  Agreement   supersedes  all  prior   agreements  and
understandings,  written  or oral,  between  the  parties  with  respect to such
subject matter.

     SECTION 5.9.  Amendment and Waiver.  Any provision of this Agreement may be
amended  if, but only if,  such  amendment  is in  writing  and is signed by the
Company and  Persons  owning,  or having  warrants  exercisable  for, at least a
majority  of  shares  of the  same  class  as the  Warrant  Shares  either  then
outstanding  or issuable  upon the  exercise of all  outstanding  warrants.  Any
provision may be waived if, but only if, such waiver is in writing and is signed
by the party or  parties  waiving  such  provision  and for whose  benefit  such
provision is intended.

     SECTION 5.10.No Third Party Beneficiaries.  Nothing in this Agreement shall
convey any rights upon any person or entity  which is not a party or an assignee
of a party to this Agreement.















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<PAGE>




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

                                     ENTRADE INC.


                                     By:      _________________________________
                                     Name:
                                     Title:


                                     TEXTRON FINANCIAL CORPORATION


                                     By:      _________________________________
                                      Name:
                                     Title:







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<PAGE>


THE SECURITIES  REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 OR  APPLICABLE
STATE  LAWS.  SUCH  SECURITIES  MAY  NOT  BE  SOLD,   TRANSFERRED,   PLEDGED  OR
HYPOTHECATED  UNLESS THE REGISTRATION  PROVISIONS OF SAID ACT AND LAWS HAVE BEEN
COMPLIED  WITH OR  UNLESS  THE  COMPANY  HAS  RECEIVED  AN  OPINION  OF  COUNSEL
(REASONABLY  ACCEPTABLE TO THE COMPANY) TO THE EFFECT THAT SUCH  REGISTRATION IS
NOT REQUIRED.


                                     WARRANT

           To Purchase One Million (1,000,000) Shares of Common Stock
                               as provided herein


                                  ENTRADE INC.

                              Dated: March 9, 2000

                             Expiring: March 9, 2005


                                                          Warrant No. _________

     THIS  IS  TO  CERTIFY  THAT,  for  value  received,  upon  meeting  certain
conditions  set  forth  below,   textron  financial   corporation,   a  Delaware
corporation (the "Holder") is entitled to purchase from entrade inc., a Delaware
corporation  (the  "Company"),  at any time or from time to time  after the date
hereof, one million  (1,000,000) shares of the Common Stock at a price per share
equal to $39.65 (the "Exercise  Price"),  all subject to adjustment and upon the
terms and conditions hereinafter provided.

Certain terms used in this Warrant are defined in Article V.

                                    ARTICLE I
                               EXERCISE OF WARRANT

     1.1.  Vesting of Warrant Shares.  The Warrant Shares shall vest as follows:
(i) 250,000 of the Warrant Shares shall vest  immediately upon execution of this
Warrant;  and (ii) the other  750,000 of the  Warrant  Shares  shall vest as set
forth on Schedule 1.1 hereto;  provided,  however, that all Warrant Shares which
have not  previously  vested shall  immediately  vest upon the  occurrence  of a
Change of Control  Event at any time after the date hereof.  All Warrant  Shares
which have vested pursuant to this Section 1.1 shall be considered to be "Vested
Warrant Shares" under this Warrant.






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<PAGE>

     1.2.  Method of  Exercise.  This Warrant may be exercised at any time on or
prior to March 9, 2005;  provided,  however,  that this Warrant shall terminate,
and shall no longer be exercisable, ninety (90) days after the date on which the
members of  AssetControl.com,  LLC have  ceased to be engaged in business of the
marketing its  end-to-end,  business-to-business  e-commerce  asset  disposition
services.  Notwithstanding anything provided in this Section 1.2 or elsewhere in
this Warrant or the Warrant Agreement, the Holder may only exercise this Warrant
for Vested  Warrant  Shares.  To exercise this Warrant in whole or in part,  the
Holder  shall  deliver  on any  Business  Day to the  Company  at its  principal
offices:  (a) this  Warrant,  (b) a  written  notice  substantially  in the form
attached  hereto as Annex A of such Holder's  election to exercise this Warrant,
which notice shall specify the number of shares of Vested  Warrant  Shares to be
purchased  (which shall be a whole  number of shares  divisible by 10,000 if for
less than all the shares then  issuable  hereunder),  the  denominations  of the
share  certificate or  certificates  desired and the name or names in which such
certificates  are to be  registered,  and (c) payment of the aggregate  Exercise
Price with respect to such shares.  Such payment of the aggregate Exercise Price
may be  made,  at the  option  of the  Holder,  either  by  cash,  check or wire
transfer,  provided  that  such  aggregate  Exercise  Price  may be  paid by any
combination of cash,  check or wire transfer in immediately  available  funds to
the Company in an amount equal to the product of the Exercise  Price  multiplied
by the number of Warrant Shares being  purchased with the proceeds of such cash,
check or wire transfer.

The  Company  shall,  as promptly as  practicable  and in any event  within five
Business Days after  receipt of such notice and payment,  execute and deliver or
cause  to  be  executed  and  delivered,  in  accordance  with  such  notice,  a
certificate or certificates  representing the aggregate number of Warrant Shares
specified in said notice.  The share  certificate or  certificates  so delivered
shall be in such  denominations as may be specified in such notice, and shall be
issued  in the  name of the  Holder  or such  other  name or  names  as shall be
designated in such notice.  This Warrant shall be deemed to have been  exercised
and such  certificate or certificates  shall be deemed to have been issued,  and
such  Holder or any other  Person so  designated  to be named  therein  shall be
deemed for all  purposes to have become a holder of record of shares,  as of the
date the aforementioned  notice and payment is received by the Company.  If this
Warrant shall have been exercised  only in part, the Company shall,  at the time
of delivery of such  certificate  or  certificates,  deliver to the Holder a new
Warrant  evidencing  the rights to purchase the remaining  Warrant Shares called
for by this Warrant,  which new Warrant shall in all other respects be identical
with this Warrant, or, upon agreement between the parties,  appropriate notation
may be made on this  Warrant  which shall then be  returned  to the Holder.  The
Company  shall pay all expenses,  taxes and other charges  payable in connection
with the  preparation,  issuance  and delivery of share  certificates  and a new
Warrant, except that, if share certificates or a new Warrant shall be registered
in a name or names other than the name of the Holder,  funds  sufficient  to pay
all transfer  taxes  payable as a result of such  transfer  shall be paid by the
Holder at the time of  delivery  of the  aforementioned  notice of  exercise  or
promptly upon receipt of a written request of the Company for payment.

     1.3. Shares to be Fully Paid and  Nonassessable.  All Warrant Shares issued
upon the  exercise  of this  Warrant  shall be  validly  issued,  fully paid and
nonassessable.






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<PAGE>

     1.4. No Fractional  Shares Required to be Issued.  The Company shall not be
required to issue fractions of Warrant Shares upon exercise of this Warrant.

     1.5. Reservation. The Company has duly reserved and will keep available for
issuance  upon  exercise  of this  Warrant  the total  number of Warrant  Shares
deliverable from time to time upon exercise of this Warrant.

                                   ARTICLE II
                  TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANT

     2.1.  Ownership  of  Warrant.  The Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding any notations of ownership or writing hereon made by any person
other than the Company) for all purposes and shall not be affected by any notice
to the  contrary,  until due  presentment  of this Warrant for  registration  of
transfer as provided in this Article II.

     2.2. Transfer of Warrant. The transfer of this Warrant is restricted by the
terms of the Warrant Agreement.  The Company agrees to maintain at its principal
offices books for the registration of transfers of this Warrant, and transfer of
this Warrant and all rights hereunder shall be registered,  in whole or in part,
on such books,  upon  surrender of this Warrant to the Company,  together with a
written  assignment  of this  Warrant  duly  executed  by the Holder or its duly
authorized  agent  or  attorney,  with  (if  the  Holder  is a  natural  person)
signatures  guaranteed  by a  bank  or  trust  company  or a  broker  or  dealer
registered with the National Association of Securities Dealers,  Inc., and funds
sufficient to pay any transfer taxes payable upon such transfer.  Upon surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  in the  name of the  assignee  or  assignees  and in the  denominations
specified in the  instrument  of  assignment  (which  shall be whole  numbers of
shares  only) and shall  issue to the  assignor  a new  Warrant  evidencing  the
portion of this Warrant not so  assigned,  and this  Warrant  shall  promptly be
canceled.

     2.3.  Division or  Combination  of Warrant.  This Warrant may be divided or
combined with other similar warrants upon presentment  hereof and of any Warrant
or warrants  with which this Warrant is to be combined,  together with a written
notice specifying the names and  denominations  (which shall be whole numbers of
shares  only) in which the new Warrant or warrants  are to be issued,  signed by
the holders hereof and thereof or their  respective  duly  authorized  agents or
attorneys.  Subject  to  compliance  with  Section  2.2  as to any  transfer  or
assignment  which may be involved in the  division or  combination,  the Company
shall  execute and deliver a new Warrant or warrants in exchange for the Warrant
or warrants to be divided or combined in accordance with such notice.

     2.4.  Loss,  Theft,  Destruction of Warrant  Certificates.  Upon receipt of
evidence  satisfactory  to the Company of the ownership of and the loss,  theft,
destruction  or  mutilation  of any  Warrant  and, in the case of any such loss,
theft or destruction,  upon receipt of indemnity or security satisfactory to the
Company or, in the case of any such mutilation,  upon surrender and cancellation
of such  Warrant,  the Company  will make and deliver to the Holder,  in lieu of
such lost,  stolen,  destroyed or mutilated Warrant, a new Warrant of like tenor









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<PAGE>

and  representing  the right to purchase the same aggregate  number of shares of
Warrant Shares.

                                   ARTICLE III
                         CERTAIN RIGHTS AND OBLIGATIONS

     3.1. Rights and Obligations  under the Warrant  Agreement.  This Warrant is
entitled  to the  benefits  and  subject  to the terms of that  certain  Warrant
Agreement  dated as of March 9, 2000 between the Company and the initial  holder
of this Warrant (as amended from time to time,  the  "Warrant  Agreement").  The
Company shall keep or cause to be kept a copy of the Warrant Agreement,  and any
amendments thereto, at its principal offices and shall furnish,  without charge,
copies thereof to the Holder upon request.

                                   ARTICLE IV
                               REGISTRATION RIGHTS

     4.1.  Certain Definitions.

       As used in this  Warrant,  the  following  terms shall have the following
respective  meanings  (and  other  capitalized  terms  shall  have the  meanings
ascribed to such terms elsewhere in this Warrant):

       (a)       "Commission" means the Securities and Exchange Commission.

       (b) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or  any  successor  statute  thereto,  and  the  rules  and  regulations  of the
Commission  promulgated  thereunder,  all as the same  shall be in effect at the
time.

       (c) "Holders" means the Holder referred to in the first paragraph of this
Warrant  and any other  person  holding  Registrable  Securities  to whom  these
registration rights have been assigned..

       (d)  "Registrable  Securities"  means (i) the  Common  Stock  held by any
Holder  issued or issuable  pursuant to the exercise of this  Warrant;  (ii) any
Common Stock or other securities issued or issuable pursuant to the exercise of,
or with respect to, this Warrant held by any Holder upon any stock split,  stock
dividend,  recapitalization,  or similar event; and (iii)  securities  issued in
replacement or exchange of any of the  securities  issued in clauses (i) or (ii)
above.

       (e) "Registration  Expenses" means all expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all  registration,  filing,  listing  and  National  Association  of  Securities
Dealers,  Inc. ("NASD") fees, all fees and expenses of complying with securities
or blue sky laws, all word processing,  duplicating and printing  expenses,  all
messenger and delivery  expenses,  any transfer taxes,  the fees and expenses of
the Company's legal counsel and independent  public  accountants,  including the
expenses of any special audits or "cold comfort" letters required by or incident
to such  performance and compliance,  reasonable fees and  disbursements  of one
counsel  for all of the  Holders  acceptable  to the  Company in its  reasonable
discretion,  and any fees and disbursements of underwriters  customarily paid by
issuers or sellers of securities;  provided, however, that Registration Expenses
shall not include underwriting discounts and commissions.





                                       10
<PAGE>

       (f) "Securities Act" means the Securities Act of 1933, as amended, or any
successor  statute  thereto,  and the rules and  regulations  of the  Commission
promulgated thereunder, all as the same shall be in effect at the time.

       4.2.     Registration.

       (a) Requested Registration. At any time on or after September 1, 2000, if
the Registrable Securities have not already been registered under the Securities
Act,  upon  written  request by the  Holders of at least 51% of the  Registrable
Securities  outstanding  at the time of the  request  to the  Company,  that the
Company effect the  registration  under the Securities Act of all or part of the
Registrable  Securities (a "Requested  Registration"),  the Company will use its
best  efforts  to  effect  the  registration  under  the  Securities  Act of the
Registrable  Securities  which the Company has been so  requested to register by
the Holders  within  sixty (60) days after  receipt of such  request;  provided,
however,  that the Company shall not be required to effect the  registration  of
less than 25% of the Vested Warrant  Shares.  the Company shall not be obligated
to effect  more than one  Requested  Registration  hereunder.  The  Company  may
include in such Requested Registration other securities of the Company for sale,
for the Company's  account or for the account of any other person, if and to the
extent that the  managing  underwriter  determines  that the  inclusion  of such
additional  shares will not interfere with the orderly sale of the  underwritten
securities at a price range acceptable to the requesting  Holders.  Upon receipt
of a written request pursuant to this subdivision (a) the Company shall promptly
give written  notice of such request to all  Holders,  and all Holders  shall be
afforded the  opportunity to  participate  in such request.  The Company will be
obligated to include in the Requested  Registration  such number of  Registrable
Securities  of any Holder  joining in such request as are specified in a written
request by the Holder  received by the Company  within 20 days after  receipt of
such written notice from the Company. Notwithstanding the foregoing, the Company
shall have no  obligation to file a Requested  Registration  if at such time the
Holders are  eligible to sell the  Registrable  Securities  pursuant to Rule 144
under the Securities Act without volume limitation.

       (b)  Incidental  Registration.  If the  Company  for itself or any of its
security  holders shall at any time or times after the date hereof  determine to
register  under the  Securities  Act any  shares of its  capital  stock or other
securities  (other  than:  (i) the  registration  of an  offer,  sale  or  other
disposition  of securities  solely to employees  of, or other persons  providing
services to, the Company,  or any subsidiary  pursuant to an employee or similar
benefit plan; or (ii) relating to a merger,  acquisition or other transaction of
the type  described  in Rule 145 under the  Securities  Act or a  comparable  or
successor rule,  registered on Form S-4 or similar or successor  forms), on each
such occasion the Company will notify each Holder of such determination at least
thirty (30) days prior to the filing of such  registration  statement,  and upon
the  request  of any  Holder  given in  writing  within  ten (10) days after the
receipt  of such  notice,  the  Company  will  use its best  efforts  as soon as
practicable  thereafter to cause any of the Registrable  Securities specified by
any such Holder to be included in such registration statement to the extent such
registration  is  permissible  under  the  Securities  Act  and  subject  to the
conditions of the Securities Act (an "Incidental Registration").





                                       11
<PAGE>

       (c) Registration  Statement Form. The Company shall, if permitted by law,
effect  any  registration  requested  under  Section  4.2  by  the  filing  of a
registration  statement on Commission Form S-3 and shall use its best efforts to
become  eligible  for, and  thereafter to maintain its  eligibility  to utilize,
Commission  Form S-3 to permit  resales as requested by the Holders with respect
to  Transactions   Involving   Secondary   Offerings  as  described  in  General
Instruction I.B.3 of Commission Form S-3.

       (d) Expenses.  The  Company shall pay all Registration  Expenses incurred
in connection with any Incidental Registration and any Requested Registrations.

       (e) Effective  Registration  Statement.  A Requested  Registration  or an
Incidental  Registration requested pursuant to Section 4.2(a) or Section 4.2(b),
respectively,  shall not be deemed to have been  effected  unless it has  become
effective with the  Commission.  Notwithstanding  the foregoing,  a registration
statement  will not be deemed to have been  effected if: (i) after it has become
effective with the Commission,  such registration is interfered with by any stop
order,  injunction,  or other order or  requirement  of the  Commission or other
governmental  agency  or any  court  proceeding  for  any  reason  other  than a
misrepresentation  or omission by any Holder;  or (ii) the conditions to closing
specified in the  underwriting  agreement  entered into in connection  with such
registration  are not  satisfied in any material  respect,  other than solely by
reason of some act or omission by any Holder.

       (f) Priority in Incidental Registration. If an Incidental Registration is
an  underwritten  registration  initiated  by  the  Company,  and  the  managing
underwriters  shall give written  advice to the Company that, in their  opinion,
market  conditions  dictate  that no more  than a  specified  maximum  number of
securities (the  "Underwriter's  Maximum Number") could successfully be included
in such  Incidental  Registration,  then:  (i) the Company  shall be entitled to
include  in such  registration  that  number of  securities  which  the  Company
proposes  to offer and sell for its own account in such  registration  and which
does not exceed the Underwriter's  Maximum Number;  and (ii) the Company will be
obligated and required to include in such  registration that number of shares of
Registrable  Securities  which shall have been requested by the Holders pro rata
with any other  holder  requesting  to  include  securities  in such  Incidental
Registration.

       If less than all of the Registrable  Securities  requested to be included
in any such registration by the Holders can be so included due to these priority
requirements,  then each requesting  Holder's  request shall be granted on a pro
rata basis with the other requesting Holders.

       (g)  Notwithstanding  anything in paragraphs  (a) and (b) of this Section
4.2, the Company shall have the right to delay any  registration  of Registrable
Securities requested pursuant to paragraph (a) or (b) of this Section 4.2 for up
to ninety (90) days if such registration would, in the judgment of the Company's
Board of Directors,  substantially interfere with any material transaction being
considered at the time of receipt of the request from the Holders.







                                       12
<PAGE>

       4.3.     Registration Procedures.

       (a) If and  whenever  the Company is required to use its best  efforts to
effect the  registration of any Registrable  Securities under the Securities Act
as provided in Section  4.2,  the  Company,  as  expeditiously  as possible  and
subject to the terms and conditions of Section 4.2, will:

                (i)  prepare  and  file  with  the   Commission   the  requisite
registration  statement to effect such  registration and use its best efforts to
cause such registration to become and remain effective;

                (ii) permit any Holder which, in the reasonable  judgment of the
Holder,  might be deemed to be an  underwriter  or a  controlling  person of the
Company, to participate in the preparation of such registration statement and to
require the insertion therein of material relating to such Holder,  furnished to
the Company in writing,  which in the reasonable judgment of such Holder and its
counsel should be included;

                (iii) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with  the  provisions  of the  Securities  Act with  respect  to the
disposition of all securities  covered by such registration  statement until the
earlier  of  such  time as all of  such  securities  have  been  disposed  of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof set forth in such  registration  statement or the  expiration of 90 days
after such registration statement becomes effective;

                (iv) furnish to the Holders  such number of conformed  copies of
such  registration  statement and of each such amendment and supplement  thereto
(in each case including all  exhibits),  such number of copies of the prospectus
contained in such registration  statement (including each preliminary prospectus
and any summary  prospectus) and any other prospectus filed under Rule 424 under
the Securities Act, in conformity  with the  requirements of the Securities Act,
and  such  other  documents,  as the  purchaser  or any  Holder  of  Registrable
Securities to be sold under such registration statement may reasonably request;

                (v) use its best efforts to register or qualify all  Registrable
Securities covered by such registration statement under such other United States
state  securities  or blue  sky  laws of such  jurisdictions  as any  Holder  of
Registrable  Securities to be sold under registration statement shall reasonably
request,  to keep such  registration or  qualification  in effect for so long as
such  registration  remains in effect,  and take any other  action  which may be
reasonably necessary or advisable to enable the Holder of Registrable Securities
to be sold under such  registration  statement to consummate the  disposition in
such  jurisdictions  of the  securities  owned by such  Holder,  except that the
Company  shall not for any such purpose be required to (a) qualify  generally to
do business as a foreign  corporation in any  jurisdiction  wherein it would not
but  for  the  requirements  of  this  subdivision  (v)  be  obligated  to be so
qualified, or (b) subject itself to taxation in any such jurisdiction.





                                       13
<PAGE>

                (vi) use its best  efforts to cause all  Registrable  Securities
covered by such registration statement to be registered with or approved by such
other  United  States  state  governmental  agencies  or  authorities  as may be
necessary to enable the Holder of  Registrable  Securities to be sold under such
registration   statement  to  consummate   the  intended   disposition  of  such
Registrable Securities;

                (vii) in the event of the issuance of any stop order  suspending
the effectiveness of the registration  statement,  or of any order suspending or
preventing the use of any related  prospectus or suspending the qualification of
any Registrable  Securities included in such registration  statement for sale in
any jurisdiction,  the Company shall use its best efforts promptly to obtain the
withdrawal of such order;

                (viii)  use  it  best  efforts  to  furnish  to the  Holders  of
Registrable  Securities  to be sold under  such  registration  statement  (1) an
opinion,  dated  the  effective  date  of  the  registration  statement,  of the
independent   counsel   representing  the  Company  for  the  purposes  of  such
registration,  addressed to the underwriters,  if any, and to the Holders making
such request, in such form as may be reasonably  satisfactory to the Holders and
their counsel;  and (2) a letter,  dated the effective date of the  registration
statement,  from the independent  certified  public  accountants of the Company,
addressed to the  underwriters,  if any, and to the Holders making such request,
stating  that they are  independent  certified  public  accountants  within  the
meaning of the Securities Act and that in the opinion of such  accountants,  the
financial  statements and other  financial  data of the Company  included in the
registration  statement  or the  prospectus,  or  any  amendment  or  supplement
thereto,  comply  as to  form  in all  material  respects  with  the  applicable
accounting requirements of the Securities Act.

                Such  opinion of counsel  shall  cover such legal  matters  with
respect to the  registration  in respect of which such opinion is being given as
the Holders may reasonably request.  Such letter from the independent  certified
public  accountants shall  additionally  cover such other financial matters with
respect to the  registration  in respect of which such  letter is being given as
the Holders may reasonably request.

                (ix)  promptly  notify  the  Holders of  Registrable  Securities
included in such registration  statement at any time when a prospectus  relating
thereto is required to be delivered  under the Securities  Act, of the happening
of any event as result of which the  prospectus  included  in such  registration
statement,  as then in effect,  includes an untrue statement of material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
under which they were made, and at the request of the Holders  promptly  prepare
and furnish to the Holders a reasonable  number of copies of a supplement  to or
an amendment of such  prospectus  as may be  necessary  so that,  as  thereafter
delivered  to the  purchasers  of such  securities,  such  prospectus  shall not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances under which they were made;





                                       14
<PAGE>

                (x) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission,  and make available to the Holders,  as
soon as reasonably practicable,  an earnings statement covering the period of at
least twelve months, but not more than eighteen months, beginning with the first
full calendar  month after the effective  date of such  registration  statement,
which  earnings  statement  shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder, and not file any amendment or supplement
to such  registration  statement  or  prospectus  to which any Holder shall have
reasonably  objected in writing on the grounds that such amendment or supplement
does not comply in all material respects with the requirements of the Securities
Act or of the rules or regulations thereunder, having been furnished with a copy
thereof at least two business days prior to the filing thereof;

                (xi)  provide a transfer  agent for all  Registrable  Securities
covered by such registration statement not later than the effective date of such
registration statement; and

                (xii) use its best  efforts to list all  Registrable  Securities
covered by such registration  statement on any securities  exchange on which any
of the Registrable Securities are then listed.

       (b) The Company may require each Holder of  Registrable  Securities to be
sold under such registration statement, at the Company's expense, to furnish the
Company with such  information  and  undertakings  as it may reasonably  request
regarding such Holder and the distribution of such securities as the Company may
from time to time reasonably request in writing.

       (c) Each Holder,  by execution  of this  Agreement,  agrees (A) that upon
receipt of any notice of the Company of the  happening  of any event of the kind
described in subdivision (a)(ix) of this Section 4.3, such Holder will forthwith
discontinue   its  disposition  of  Registrable   Securities   pursuant  to  the
registration statement relating to such Registrable Securities until the receipt
by  such  Holder  of  the  copies  of the  supplemented  or  amended  prospectus
contemplated  by subdivision  (a)(ix) of this Section 4.3 and, if so directed by
the Company,  will deliver to the Company all copies other than  permanent  file
copies,  then in  possession of the Holders of the  prospectus  relating to such
Registrable  Securities  current at the time of  receipt of such  notice and (B)
that it will  immediately  notify  the  Company,  at any time when a  prospectus
relating to the  registration of such  Registrable  Securities is required to be
delivered under the Securities Act, of the happening of any event as a result of
which  information  previously  furnished  by such  Holder  to the  Company  for
inclusion in such prospectus  contains an untrue statement of a material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
under which they were made.  In the event the  Company or any such Holder  shall
give any such notice,  the period  referred to in  subdivision  (a)(iii) of this
Section  4.3 shall be  extended  by a number of days equal to the number of days
during  the  period  from  and  including  the  giving  of  notice  pursuant  to
subdivision  (a)(ix) of this  Section  4.3 to and  including  the date when such
Holder shall have received the copies of the supplemented or amended  prospectus
contemplated by subdivision (a)(ix) of this Section 4.3.







                                       15
<PAGE>

       4.4.     Underwritten Offerings.

       (a) Underwritten  Offering.  In connection with any underwritten offering
pursuant to a  registration  requested  under Section  4.2(a),  the Company will
enter into an underwriting  agreement with the  underwriters  for such offering,
such  agreement  to be in form  and  substance  reasonably  satisfactory  to the
Holders  owning  at least 51% of the  Registrable  Securities  to be  registered
pursuant to such registration and such Holders' underwriters in their reasonable
judgment and to contain such  representations  and warranties by the Company and
such  other  terms as are  customarily  contained  in  agreements  of that type,
including,  without  limitation,  indemnities  to the  effect  and to the extent
provided in Section 4.6. Each such Holder shall be a party to such  underwriting
agreement  and  may,  at its or  their  option,  require  that any or all of the
conditions  precedent  to  the  obligations  of  such  underwriters  under  such
underwriting  agreement be conditions  precedent to the obligations of each such
Holder.  No Holder  requesting such  registration  shall be required to make any
representations  or  warranties  to  or  agreements  with  the  Company  or  the
underwriters other than representations, warranties or agreements regarding such
Holder, its indemnification  obligations with respect to such registration,  its
intended method of distribution and any other representation required by law.

       (b) Selection of Underwriters.  If a Requested  Registration  pursuant to
Section 4.2(a) involves an underwritten offering, then the Holders of a majority
of the Registrable  Securities to be included in such registration  shall select
the underwriter subject to the approval of the Company (which approval shall not
be withheld or delayed unreasonably).

       (c) Holdback Agreements. Each Holder agrees not to effect any public sale
or  distribution  of  Registrable   Securities  or  sales  of  such  Registrable
Securities  pursuant to Rule 144 or Rule 144A under the Securities  Act,  during
the  seven  (7)  days  prior  to and the 180  days  after  any  firm  commitment
underwritten   registration  has  become  effective  (except  as  part  of  such
underwritten  registration) or, if the managing  underwriter advises the Company
that, in its opinion, no such public sale or distribution should be effected for
a period of not more than 180 days after such underwritten registration in order
to  complete  the  sale  and   distribution  of  securities   included  in  such
registration and the Company gives notice to such effect to such Holders of such
advice,  each  Holder  shall not  effect  any  public  sale or  distribution  of
Registrable  Securities or sales of such Registrable Securities pursuant to Rule
144 or Rule 144A  under  the  Securities  Act  during  such  period  after  such
underwritten  registration,  except as part of such  underwritten  registration,
whether or not such Holder participates in such registration.

       4.5.     Preparation, Reasonable Investigation.

       In  connection  with the  preparation  and  filing  of each  registration
statement  under the  Securities  Act,  the  Company  will give the  Holders  of
Registrable  Securities  to be  sold  under  such  registration  statement,  the
underwriters,  if any, and their respective counsel and accountants,  drafts and
final copies of such registration statement, each prospectus included therein or
filed with the Commission and each amendment thereof or supplement  thereto,  at
least 5 business days prior to the filing thereof with the Commission,  and will
give each of them such access to its books and records and such opportunities to
discuss the business of the Company with its officers and the independent public
accountants  who have certified its financial  statements as shall be necessary,
in the  reasonable  opinion of such Holders' and such  underwriters'  respective
counsel,  to  conduct a  reasonable  investigation  within  the  meaning  of the
Securities Act.





                                       16
<PAGE>

       4.6.     Indemnification and Contribution.

       (a)  Indemnification  by the  Company.  In the event of any  registration
under the Securities Act pursuant to Section 4.2 of any  Registrable  Securities
covered by such registration,  the Company will, and hereby does,  indemnify and
hold  harmless  each  Holder of  Registrable  Securities  to be sold  under such
registration statement,  each such Holder's legal counsel, each other person who
participates as an underwriter in the offering or sale of such securities (if so
required  by such  underwriter  as a  condition  to  including  the  Registrable
Securities of the Holders in such  registration)  and each other person, if any,
who controls any such Holder or any such  underwriter  within the meaning of the
Securities Act (collectively,  the "Holder  Indemnified  Parties"),  against any
losses, claims,  damages or liabilities,  joint or several, to which the Holders
or underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings,  whether commenced or threatened,  in respect thereof) arise out
of or are based upon any untrue  statement  or alleged  untrue  statement of any
material  fact  contained  in  any  registration   statement  under  which  such
securities were registered under the Securities Act, any preliminary prospectus,
final  prospectus  or  summary  prospectus  contained  therein  or any  document
incorporated  therein by reference,  or any amendment or supplement  thereto, or
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
arise out of any violation by the Company of any rule or regulation  promulgated
under the Securities  Act or state  securities law applicable to the Company and
relating to action or inaction  required of the Company in  connection  with any
such registration, and the Company will reimburse the Holder Indemnified Parties
for any legal or any other  expenses  reasonably  incurred by them in connection
with  investigating  or defending  any such loss,  claim,  liability,  action or
proceeding;  provided,  however,  that the  Company  shall  not be liable to any
Holder  Indemnified  Party in any such case to the  extent  that any such  loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission or alleged omission made in such  registration  statement,  any such
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by such Holder Indemnified Party.

       (b)  Indemnification  by the  Holders.  The  Company  may  require,  as a
condition to including any Registrable Securities of any person or entity in any
registration  statement  filed  pursuant to Section 4.2,  that the Company shall
have received an undertaking  reasonably  satisfactory to it from such person or
entity to indemnify and hold harmless (in the same manner and to the same extent
as set forth in subdivision (a) of this Section 4.6) the Company,  each director
of the Company,  each officer of the Company and each other person,  if any, who
controls  the Company  within the meaning of the  Securities  Act (the  "Company
Indemnified Parties"),  with respect to any statement or alleged statement in or
omission or alleged omission from such registration  statement,  any preliminary
prospectus,  final prospectus or summary prospectus  contained  therein,  or any
amendment  or  supplement  thereto,  if, and only if, such  statement or alleged
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with information furnished in writing to the Company directly by such
person or entity  specifically  for use  therein;  provided,  however,  that the
obligation  of any Holder  hereunder  shall be limited to an amount equal to the
proceeds received by such Holder upon the sale of Registrable Securities sold in
the offering covered by such registration.





                                       17
<PAGE>

       (c)  Notices  of  Claims,   etc.  Promptly  after  receipt  by  a  Holder
Indemnified Party or a Company Indemnified Party (collectively, the "Indemnified
Parties") of notice of the commencement of any action or proceeding  involving a
claim  referred to in the  preceding  subdivisions  of this  Section  4.6,  such
Indemnified  Party will,  if a claim in respect  thereof is to be made against a
party  required  to provide  indemnification  (an  "Indemnifying  Party"),  give
written  notice to the  latter of the  commencement  of such  action,  provided,
however,  that the failure of any  Indemnified  Party to give notice as provided
herein  shall not relieve the  Indemnifying  Party of its  obligation  under the
preceding  subdivisions  of this  Section  4.6,  except to the  extent  that the
Indemnifying  Party is actually  prejudiced  by such failure to give notice.  In
case any such action is brought  against an  Indemnified  Party,  unless in such
Indemnified  Party's  reasonable  judgment a conflict of interest  between  such
Indemnified  and  Indemnifying  Parties may exist in respect of such claim,  the
Indemnifying Party shall be entitled to participate in and to assume the defense
thereof,  jointly with any other  Indemnifying  Party similarly  notified to the
extent  that  it  may  wish,  with  counsel  reasonably   satisfactory  to  such
Indemnified  Party,  and  after  notice  from  the  Indemnifying  Party  to such
Indemnified  Party  of its  election  so to  assume  the  defense  thereof,  the
Indemnifying  Party shall not be liable to such Indemnified  Party for any legal
or other  expenses  subsequently  incurred by the latter in connection  with the
defense thereof other than reasonable  costs of  investigation.  No Indemnifying
Party  shall  consent  to entry of any  judgment  or enter  into any  settlement
without  the  consent of the  Indemnified  Party  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

       (d) Other Indemnification.  Indemnification  similar to that specified in
the preceding subdivisions of this Section 4.6 (with appropriate  modifications)
shall be given by the Company and each Holder of Registrable Securities included
in any registration statement with respect to any required registration or other
qualification  of securities under any Federal or state law or regulation of any
governmental authority, other than the Securities Act.

       (e) Indemnification Payment. The indemnification required by this Section
4.6 shall be made by periodic  payments of the amount  thereof during the course
of the  investigation  or  defense,  as and when bills are  received or expense,
loss, damage or liability is incurred.

       (f) Survival of  Obligations.  The  obligations of the Company and of the
Holders under this Section 4.6 shall  survive the  completion of any offering of
Registrable Securities under this Agreement.

       (g) Contribution. If the indemnification provided for in this Section 4.6
is unavailable or insufficient to hold harmless an Indemnified  Party, then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable to such
Indemnified  Party as a result of the  losses,  claims,  damages or  liabilities







                                       18
<PAGE>

referred to in this Section 4.6 an amount or additional  amount, as the case may
be, in such  proportion as is  appropriate  to reflect the relative fault of the
Indemnifying  Party or parties on the one hand and the Indemnified  Party on the
other in  connection  with the  statements or omissions  which  resulted in such
losses,  claims,  demands or liabilities as well as any other relevant equitable
considerations.  The relative  fault shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by the Indemnifying Party or parties on the one hand or the
Indemnified  Party on the other and the  parties'  relative  intent,  knowledge,
access to  information  and  opportunity  to  correct  or  prevent  such  untrue
statement or omission.  The amount paid to an  Indemnified  Party as a result of
the losses,  claims, damages or liabilities referred to in the first sentence of
this  Section  4.6(g)  shall be deemed to  include  any legal or other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or  defending  any action or claim which is the subject of this  Section 4.6. No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

       4.7.     Covenants Relating to Rule 144.

       With a view to  making  available  the  benefits  of  certain  rules  and
regulations  of the  Commission  which  may at  any  time  permit  the  sale  of
securities of the Company to the public without  registration after such time as
a public market exists for the Common Stock of the Company, the Company agrees:

                (a) to make  and keep  public  information  available,  as those
terms are understood  and defined in Rule 144 under the  Securities  Act, at all
times after the effective  date of the first  registration  under the Securities
Act filed by the  Company  for an  offering  of its  securities  to the  general
public;

                (b) to use its best efforts to then file with the  Commission in
a timely  manner all reports and other  documents  required of the Company under
the  Securities  Act and the Exchange  Act, as amended (at any time after it has
become subject to such reporting requirements); and

                (c) so long as a Holder  owns  any  Registrable  Securities,  to
furnish to the Holder forthwith upon request a written  statement by the Company
as to its compliance  with the reporting  requirements  of said Rule 144 (at any
time after 90 days after the effective date of the first registration  statement
filed by the Company for an offering of its  securities to the general  public),
and of the  Securities Act and the Exchange Act (at any time after it has become
subject to such  reporting  requirements)  a copy of the most  recent  annual or
quarterly  report of the Company,  and such other  reports and  documents of the
Company as a Holder may  reasonably  request in  availing  itself of any rule or
regulation  of the  Commission  allowing  a Holder  to sell any such  securities
without registration.







                                       19
<PAGE>

       4.8.     Other Registration Rights.

           Except for stock currently being  registered  pursuant to a Form S-1,
the Company  represents  and warrants  that it has not granted any  registration
rights to any Person which are more favorable than or  inconsistent  with any of
those  contained  herein.  The  Company  shall  not  grant  to  any  Person  any
registration  rights  more  favorable  than or  inconsistent  with  any of those
contained herein, so long as any of the registration rights under this Agreement
remain in effect.

                                    ARTICLE V
                             ANTIDILUTION PROVISIONS

     5.1.  Adjustment  Generally.  The Exercise  Price and the number of Warrant
Shares (or other securities or property)  issuable upon exercise of this Warrant
shall be subject to adjustment  from time to time upon the occurrence of certain
events as provided in this Article V; provided that notwithstanding  anything to
the contrary contained herein, the Exercise Price shall not be less than the par
value of the Warrant Shares.

     5.2. Common Stock  Reorganization.  If after the original  issuance date of
this Warrant the Company shall subdivide its outstanding  shares of Common Stock
(or any class  thereof)  into a greater  number  of  shares or  consolidate  its
outstanding  shares of Common Stock (or any class thereof) into a smaller number
of shares or declare a stock dividend on its Common Shares (any such event being
called a "Common Stock  Reorganization"),  then (a) the Exercise  Price shall be
adjusted,  effective  immediately  after the effective date of such Common Stock
Reorganization,  to a price  determined  by  multiplying  the Exercise  Price in
effect immediately prior to such effective date by a fraction,  the numerator of
which  shall be the  number of shares of Common  Stock  outstanding  (on a Fully
Diluted  Basis) on such effective date before giving effect to such Common Stock
Reorganization,  and the  denominator  of which shall be the number of shares of
Common Stock  outstanding (on a Fully Diluted Basis) after giving effect to such
Common Stock  Reorganization,  and (b) the number of Warrant  Shares  subject to
purchase  upon  exercise of this Warrant  shall be  adjusted,  effective at such
time, to a number determined by multiplying the number of Warrant Shares subject
to purchase  immediately  before such Common Stock  Reorganization by a fraction
the numerator of which shall be the number of shares of Common Stock outstanding
(on  a  Fully   Diluted   Basis)  after  giving  effect  to  such  Common  Stock
Reorganization,  and the  denominator  of which shall be the number of shares of
Common Stock  outstanding  (on a Fully Diluted  Basis)  immediately  before such
Common Stock Reorganization.

     5.3. Capital Reorganizations. If there shall be any consolidation or merger
to which the Company is a party, other than a consolidation or a merger in which
the  Company  is the  continuing  corporation  and which  does not result in any
reclassification  of, or change (other than a Common Stock  Reorganization)  in,
outstanding  shares  of the same  class as the  Warrant  Shares,  or any sale or
conveyance of the property of the Company as an entirety or  substantially as an
entirety,  or any recapitalization of the Company (any such event being called a
"Capital  Reorganization"),  then,  effective  upon the  effective  date of such
Capital  Reorganization,  the Holder  shall no longer have the right to purchase
the Warrant Shares, but shall have instead the right to purchase,  upon exercise
of this Warrant, the kind and amount of shares of stock and other securities and
property  (including  cash)  which  the  Holder  would  have  owned or have been
entitled to receive pursuant to such Capital  Reorganization if this Warrant had
been  exercised  immediately  prior  to  the  effective  date  of  such  Capital
Reorganization.  As a condition to  effecting  any Capital  Reorganization,  the
Company or the  successor  or surviving  corporation,  as the case may be, shall
execute and deliver to each  Warrantholder and to the Company an agreement as to
the Warrantholder's  rights in accordance with this Section 5.3,  providing,  to
the extent of any right to purchase equity securities hereunder,  for subsequent
adjustments  as  nearly  equivalent  as may be  practicable  to the  adjustments
provided  for in this  Article  V. The  provisions  of this  Section  5.3  shall
similarly apply to successive Capital Reorganizations.






                                       20
<PAGE>

     5.4. Adjustment Rules. Any adjustments  pursuant to this Article V shall be
made successively  whenever an event referred to herein shall occur, except that
notwithstanding  any other  provision of this Article V, no adjustment  shall be
made to the number of Warrant  Shares to be  delivered to each Holder (or to the
Exercise  Price) if such  adjustment  represents  less than 1% of the  number of
shares previously  required to be so delivered,  but any lesser adjustment shall
be  carried  forward  and shall be made at the time and  together  with the next
subsequent  adjustment  which together with any  adjustments so carried  forward
shall  amount  to 1% or more of the  number of  shares  to be so  delivered.  No
adjustment  shall be made  pursuant to this Article V in respect of the issuance
from time to time of Warrant Shares upon the exercise of any of this Warrant. If
the  Company  shall take a record of the holders of its shares of the same class
as the Warrant  Shares for any purpose  referred to in this Article V, then such
record date shall be deemed to be the date of the issuance,  sale,  distribution
or grant in question  unless the Company shall legally abandon such action prior
to effecting such action,  in which case no adjustment shall be made pursuant to
this Article V in respect of such action.

     5.5. Proceedings Prior to Any Action Requiring  Adjustment.  As a condition
precedent to the taking of any action which would require an adjustment pursuant
to this  Article V, the  Company  shall use its best  efforts to take any action
which may be necessary,  including obtaining regulatory approvals or exemptions,
in order that the Company may thereafter validly and legally issue as fully paid
and  nonassessable  all Warrant  Shares  which the Holder is entitled to receive
upon exercise thereof.

     5.6. Notice of Adjustment.  Not less than 10 nor more than 30 days prior to
the record date or effective  date, as the case may be, of any action which will
require an  adjustment or  readjustment  pursuant to this Article V, the Company
shall give notice to each Warrantholder of such event,  describing such event in
reasonable  detail and specifying the record date or effective date, as the case
may be,  and, if  determinable,  the  required  adjustment  and the  computation
thereof.  If the required  adjustment  is not  determinable  at the time of such
notice,  the Company shall give notice to each  Warrantholder of such adjustment
and computation promptly after such adjustment becomes determinable.

                                   ARTICLE VI
                                   DEFINITIONS

The following terms, as used in this Warrant, have the following meanings:







                                       21
<PAGE>

     "Business  Day"  means any day  excluding  Saturday,  Sunday and any day on
which banking  institutions  located in New York are  authorized by law or other
governmental  action to be closed,  unless  there shall have been an offering of
Common Stock  registered  under the Securities Act, in which case "Business Day"
means  (a) if Common  Stock is  listed or  admitted  to  trading  on a  national
securities  exchange,  a day on which the principal national securities exchange
on which the Common  Stock is listed or admitted to trading is open for business
or (b) if Common  Stock is not so listed or admitted to trading,  a day on which
the New York Stock Exchange is open for business.

     "Capital Reorganization" has the meaning set forth in Section 5.3.

     "Change of Control Event" means the occurrence of any of the following: (i)
the  acquisition  of voting  securities of the Company by any person or group of
persons  that  results in such person or group,  together  with its  affiliates,
becoming,  directly or indirectly,  the beneficial  owner of in excess of 50% of
the outstanding voting securities of the Company; (ii) a merger or consolidation
of the Company with any other  corporation  or legal entity  regardless of which
entity is the survivor,  other than a merger or consolidation which would result
in the voting  securities of the Company  outstanding  immediately prior thereto
continuing to represent (either by remaining outstanding or being converted into
voting  securities  of the  surviving  entity)  in excess  of 50% of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger  or  consolidation;  or  (iii)  the sale or  disposition  of all or
substantially  all of the Company's  assets other than in a transaction in which
holders  of the  voting  securities  of the  Company  immediately  prior to such
transaction  receive  voting  securities  of the  acquiror of such assets or its
affiliate  that  represent  in excess of 50% of the  voting  securities  of such
entity after consummation of such transaction.

     "Common Stock" means the Company's Common Stock, no par value per share.

     "Common Stock Reorganization" has the meaning set forth in Section 5.2.

     "Company" has the meaning set forth in the first paragraph of this Warrant.

     "Exercise Price" means the applicable exercise price set forth in the first
paragraph of this Warrant.

     "Fully Diluted Basis" means at any time: (i) as applied to any  calculation
of the number of securities of the Company after giving effect to (x) all shares
of Company Common Stock outstanding at the time of determination, whether or not
vested, (y) all shares of the Company Common Stock issuable upon the exercise of
any option,  warrant (including the Warrant) or similar right outstanding at the
time of determination, whether or not vested, and (z) all shares of Common Stock
of the Company  issuable upon the exercise of any  conversion or exchange  right
contained  in any  security  (other  than  Common  Stock)  convertible  into  or
exchangeable  for shares of Common  Stock of the  Company and (ii) as applied to
any  calculation of value,  after giving effect to the foregoing  securities and
the  payment of any  consideration  payable  upon the  exercise  of any  option,
warrant or similar right referred to in clause (y) above if such option, warrant
or similar right were exercisable at such time.





                                       22
<PAGE>

     "Person"  means  any  natural  person,  corporation,  limited  partnership,
general partnership,  joint stock company, joint venture, association,  company,
trust, bank, trust company,  land trust,  business trust or other  organization,
whether  or  not  a  legal  entity,  and  any  government  agency  or  political
subdivision thereof.

     "Vested Warrant Shares" has the meaning set forth in Section 1.1.

     "Warrant Agreement" has the meaning set forth in Section 3.1.

     "Warrant" means this Warrant.

     "Warrantholder" means a holder of a Warrant.

     "Warrant  Shares"  means  the  shares  of Common  Stock  issuable  upon the
exercise of the Warrant.

                                   ARTICLE VII
                                  MISCELLANEOUS

     7.1. Notices. Notices and other communications provided for herein shall be
in  writing  and may be given by mail,  courier,  confirmed  telex or  facsimile
transmission and shall,  unless otherwise  expressly  required,  be deemed given
when received or, if mailed,  four  Business  Days after being  deposited in the
United States mail with postage prepaid and properly  addressed.  In the case of
the Holder, such notices and communications shall be addressed to its address as
shown on the books  maintained by the Company unless the Holder shall notify the
Company that notices and  communications  should be sent to a different  address
(or telex or facsimile  number),  in which case such notices and  communications
shall be sent to the address (or telex or  facsimile  number)  specified  by the
Holder.

     7.2. Waivers;  Amendments.  No failure or delay of the Holder in exercising
any power or right hereunder  shall operate as a waiver  thereof,  nor shall any
single or partial  exercise of any such right or power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further  exercise thereof or the exercise of any other right or power. No notice
or demand on the  Company in any case shall  entitle the Company to any other or
future  notice or demand in  similar  or other  circumstances.  The  rights  and
remedies  of the  Holder  are  cumulative  and not  exclusive  of any  rights or
remedies  which it would  otherwise  have. The provisions of this Warrant may be
amended,  modified  or waived  with (and only with) the  written  consent of the
Company and the holder of this Warrant.  The provisions of the Warrant Agreement
may be  amended,  modified  or waived  only in  accordance  with the  respective
provisions thereof. Any such amendment, modification or waiver effected pursuant
to and in  accordance  with the  provisions  of this  Section or the  applicable
provisions  of the Warrant  Agreement  shall be binding  upon the holders of the
Warrant  and  Warrant  Shares,  upon each  future  holder  thereof  and upon the
Company. In the event of any such amendment,  modification or waiver the Company
shall give  prompt  notice  thereof to all  holders of the  Warrant  and Warrant
Shares  and,  if  appropriate,  notation  thereof  shall be made on the  Warrant
thereafter surrendered for registration of transfer or exchange.









                                       23
<PAGE>

     7.3.  GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF PENNSYLVANIA  (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW).

     7.4.  Covenants to Bind  Successor  and  Assigns.  The  provisions  of this
Warrant  shall be binding upon and inure to the benefit of the Holder hereof and
its permitted successors and assigns. All covenants, stipulations,  promises and
agreements  in this  Warrant  contained  by or on behalf of the  Company  or the
Holder shall bind its successors and assigns, whether so expressed or not.


































                                       24
<PAGE>



     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed in
its corporate name by one of its officers  thereunto  duly  authorized as of the
day and year first above written.

                                  ENTRADE INC.


                                  By:  _________________________________________
                                     Title:


<PAGE>



                                  Schedule 1.1


The Warrant Shares shall vest as follows:

250,000 Shares                           Upon the date of this Warrant

187,500Shares                            When "Gross  Asset  Disposition  Value"
                                         (as  defined   below)   reaches   $6.25
                                         million; provided, however, that if the
                                         Gross Asset  Disposition  Value has not
                                         reached  $6.25  million  on or prior to
                                         March 9, 2003,  such  shares  shall not
                                         vest  and  shall  be  forfeited  by the
                                         Holder.

187,500 Shares                           When  Gross  Asset   Disposition  Value
                                         reaches   $12.5   million;    provided,
                                         however,   that  if  the  Gross   Asset
                                         Disposition Value has not reached $12.5
                                         million  on or prior to March 9,  2003,
                                         such shares shall not vest and shall be
                                         forfeited by the Holder.

187,500 Shares                           When  Gross  Asset   Disposition  Value
                                         reaches   $18.75   million;   provided,
                                         however,   that  if  the  Gross   Asset
                                         Disposition   Value  has  not   reached
                                         $18.75  million on or prior to March 9,
                                         2003,  such  shares  shall not vest and
                                         shall be forfeited by the Holder.

187,500 Shares                           When  Gross  Asset   Disposition  Value
                                         reaches $25 million; provided, however,
                                         that  if the  Gross  Asset  Disposition
                                         Value has not reached $25 million on or
                                         prior  to March 9,  2003,  such  shares
                                         shall not vest and  shall be  forfeited
                                         by the Holder.

For purposes of this warrant, the term "Gross Asset Disposition Value" means the
cumulative sum of the gross sales price (actual or imputed)  invoiced or sourced
(including inventory or other asset sales facilitated through the application of
AssetControl.com's  software) by  AssetControl.com,  LLC or any AssetControl.com
fulfillment  partner.  For convenience,  Gross Asset  Disposition Value shall be
measured monthly.



<PAGE>

                            ANNEX A FORM OF NOTICE OF
                                    EXERCISE



To:      Entrade Inc.
Date:   ___________________

Reference  is made to the Warrant to Purchase  Shares of Common Stock of Entrade
Inc.  (Warrant  No.[])  dated  March  9  2000,  registered  in the  name  of the
undersigned  (the  "Warrant").  Terms defined therein are used herein as therein
defined.

The  undersigned,  pursuant to the provisions  set forth in the Warrant,  hereby
represents  that he,  she or it is the  registered  Holder of the  Warrant,  and
hereby irrevocably elects and agrees to purchase ________ shares (such sum being
an integral  multiple of 10,000) of Common Stock and herewith  makes  payment in
full for such shares at the Exercise Price of $__________  per share in the form
set forth below. The undersigned  requests that a certificate for such shares be
registered in the name of the  undersigned  or his, her or its nominee set forth
below,  and further that such certificate be delivered to the undersigned at the
address set forth below or to such other person as is set forth below.

If said number of shares is less than all of the shares  purchasable  hereunder,
the undersigned hereby requests that a new Warrant certificate  representing the
remaining  balance of the shares be registered in the name of the undersigned or
his, her or its nominee set forth below,  and further that such  certificate  be
delivered to the address set forth below.

The  undersigned  represents and warrants that the  undersigned is acquiring the
shares of Common  Stock by such  exercise for  investment  only and not with any
intent to sell, distribute or dispose of the same and the undersigned agrees not
to sell,  distribute,  encumber  or  dispose  of the  Common  Stock,  except (i)
pursuant to a registration  statement filed and rendered  effective with respect
to the Common Stock or (ii) pursuant to an opinion of counsel  acceptable to the
Company or other  evidence  satisfactory  to the Company that such action may be
taken without compliance with federal or state registration requirements,  which
opinion or other evidence shall be obtained at the cost of the Holder.

                     Certificate for shares of Common Stock
                   to be registered and delivered as follows:

                     Name: _______________________________
                     Address: ____________________________
                              ____________________________
                     Social Security or Tax I.D. No. ______________

                                  Signature
                                  Name:____________________________
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