**Exhibit 10.6**

**ENTRADE INC.**

**2003 NONQUALIFIED STOCK OPTION PLAN**

**1. Purpose.** The purpose of the Entrade Inc. 2003 Nonqualified Stock Option Plan (the “Plan”) is to further the growth, development andfinancial success of Entrade Inc. (the “Company”) and the subsidiaries of the Company by providing additional incentives to employees of the Company and the Company’s subsidiaries, which will enable them to participate directly in thegrowth of the capital stock of the Company. The Company intends that the Plan will facilitate securing, retaining and motivating employees of high caliber and potential. To accomplish these purposes, the Plan provides a means whereby employees ofthe Company or any subsidiary of the Company may receive stock options (“Options”) to purchase the Company’s Common Stock, no part value (the “Common Stock”). 

**2. Administration.**

**(a)Composition of the Committee.** The Plan shall be administered by a committee (the “Committee”), which shall be appointed by, and serve at the pleasure of, the Company’s Board of Directors (the “Board”). From time to timethe Board may increase or decrease the size of the Committee, appoint additional members thereof, remove members (with or without cause), appoint new members in substitution therefore, fill vacancies or remove all members of the Committee andthereafter directly administer the Plan. The initial members of the Committee shall be the President of the Company and the members of the Compensation Committee of the Board of Directors; provided that, in the absence of any of them, the Chairmanof the Company and/or the Vice Chairman of the Company may act for either such officer. 

**(b) Authority of the Committee.** TheCommittee shall have full and final authority, in its sole discretion, to interpret the provisions of the Plan and to decide all questions of fact arising in its application; to determine the employees to whom Options shall be granted and theamount, size, exercise price and other terms of each such grant; to determine the time when Options shall be granted; and to make all other determinations necessary or advisable for the administration of the Plan. All decisions, determinations andinterpretations of the Committee shall be final and binding on all optionees and all other holders of Options granted under the Plan. 

**(c) Authority of the Board.** Notwithstanding anything to the contrary set forth in the Plan, all authority granted hereunder to the Committee may be exercised at any time and from time to time by the Board at its election. Alldecisions, determinations and interpretations of the Board shall be final and binding on all optionees and all other holders of Options granted under the Plan. 

**3. Stock Subject to the Plan.** Subject to Section 16 hereof, the shares that may be issued under the Plan shall not exceed the aggregate of 3,000,000 shares of Common Stock. Such shares may be authorizedand unissued shares or shares issued and subsequently reacquired by the Company. Except as otherwise provided herein, any shares subject to an Option that for any reason expires or is terminated unexercised as to such shares shall again be availableunder the Plan. 

**4. Eligibility To Receive Options.** Persons eligible to receive Options under the Plan shall belimited to those employees of the Company or any subsidiary of the Company. 

**5. Types of Options.** Grants may be made at any time andfrom time to time by the Committee in the form of Options to purchase shares of Common Stock. Options granted hereunder shall be non-qualified stock options that are not intended to qualify as incentive stock options within the meaning ofSection 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amendment or substitute thereto (“Nonqualified Stock Options”). 

**6. Option Agreements**. Options for the purchase of Common Stock shall be evidenced by written agreements in such form no inconsistent with the Plan as the Committee shall approve from time to time. Optionsgranted hereunder may be evidenced by a single agreement or by multiple agreements, as determined by the Committee in its sole discretion. Each option agreement shall contain in substance the following terms and conditions: 

**(a) Type of Option.** Each option agreement shall identify the Options represented thereby as Nonqualified Stock Options. 

**(b) Option Price.** Each option agreement shall set forth the purchase price of the Common Stock purchasable upon the exercise of the Optionevidenced thereby. 

**(c) Exercise Term.** Each option agreement shall state the period or periods of time within which the Option maybe exercised, in whole or in part, as determined by the Committee (including the date or dates upon which the Option or any portion thereof shall first becomes exercisable), provided that no Option shall be exercisable after ten years from the dateof grant thereof. The Committee shall have the power to permit an acceleration of previously established exercise terms, subject to the requirements set forth herein, upon such circumstances and subject to such terms and conditions as the Committeedeems appropriate. 

**7. Date of Grant.** The date on which an Option shall be deemed to have been granted under the Plan shall be thedate of the Committee’s authorization of the Option or such later date as may be determined by the Committee at the time the Option is authorized. 

**8. Exercise and Payment for Shares.** Options may be exercised in whole or in part, from time to time, by giving written notice of exercise to the Secretary of the Company, specifying the number of shares to bepurchased. The purchase price of the shares with respect to which an Option is exercised shall be payable in full with the notice of exercise in cash, Common Stock at fair market value, or a combination thereof, as the Committee may determine fromtime to time and subject to such terms and conditions as may be prescribed by the Committee for such purpose. The Committee may also, in its discretion and subject to prior notification to the Company by an optionee, permit an optionee to enter intoan agreement with the Company’s transfer agent or a brokerage firm of national standing whereby the optionee will simultaneously exercise the Option and sell the shares acquired thereby through the Company’s transfer agent or suchbrokerage firm and either the Company’s transfer agent or the brokerage firm executing the sale will remit to the Company from the proceeds of sale the exercise price of the shares as to which the Option has been exercised. 

 

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**9. Rights upon Termination of Employment.** In the event that an optionee ceases to be an employeeof the Company or any subsidiary of the Company for any reason other than death, retirement, as hereinafter defined, or disability (within the meaning of Section 22(e)(3) of the Code or any substitute therefore), the optionee shall have theright to exercise the Option during its term within a period of three months after such termination to the extent that the Option was exercisable at the time of termination, or within such other period, and subject to such terms and conditions, asmay be specified by the Committee. In the event that an optionee dies, retires or becomes disabled prior to the expiration of his Option and without having fully exercised his Option, the optionee or his successor shall have the right to exercisethe Option during its term within a period of one year after termination of employment due to death, retirement or disability to the extent that the Option was exercisable at the time of termination, or within such other period, and subject to suchterms and conditions, as may be specified by the Committee. As used in this Section 9, “retirement” means a separation from service by reason of an optionee’s retirement at or after his earliest permissible retirement datepursuant to an in accordance with his employer’s established plan, policy or practice. 

**10. General Restrictions.** Each Optiongranted under the Plan shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securitiesexchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body, or (iii) the satisfaction of any tax payment or withholding obligation, or (iv) an agreement by the recipient of an Optionwith respect to the disposition of shares of Common Stock is necessary or desirable as a condition of or in connection with the granting of such Option or the issuance or purchase of shares of Common Stock thereunder, such Option shall not beconsummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. 

**11. Rights of a Shareholder.** The recipient of any Option under the Plan, unless otherwise provided by the Plan, shall have no rights as ashareholder unless and until certificates for shares of Common Stock are issued and delivered to him. 

**12. Right to TerminateEmployment.** Nothing contained in the Plan or in any option agreement entered into pursuant to the Plan shall confer upon an optionee the right to continue in the employment of the Company or any subsidiary of the Company or affect any right thatthe Company or any subsidiary of the Company may have to terminate the employment of such optionee. 

**13. Withholding.** Whenever theCompany proposes or is required to issue or transfer shares of Common Stock under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy any federal, state or local withholding taxrequirements prior to the delivery of any certificate or certificates for such shares. If and to the extent authorized 

 

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by the Committee, in its sole discretion, an optionee may make an election, by means of a form of election to be prescribed by the Committee, to have sharesof Common Stock that are acquired upon exercise of an Option withheld by the Company or to tender other shares of Common Stock or other securities of the Company owned by the optionee to the Company at the time of exercise of an Option to pay theamount of tax that would otherwise be required by law to be withheld by the Company as a result of any exercise of an Option. Any such election shall be irrevocable and shall be subject to termination by the Committee, in its sole discretion, at anytime. Any securities so withheld or tendered will be valued by the Committee as of the date of exercise. 

**14. Non-Assignability.** NoOption under the Plan shall be assignable or transferable by the recipient thereof except by will or by the laws of descent and distribution or by such other means as the Committee may approve. During the life of the recipient, such Option shall beexercisable only by such person or by such person’s guardian or legal representative. 

**15. Non-Uniform Determinations.** TheCommittee’s determinations under the Plan (including without limitation determinations of the persons to receive Options, the form, amount and timing of such grants, the terms and provisions of Options, and the agreements evidencing same) neednot be uniform and may be made selectively among persons who receive, or are eligible to receive, grants of Options under the Plan whether or not such persons are similarly situated. 

**16. Adjustments.**

**(a)****Changes in Capitalization.** Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option and the number of shares of Common Stock that have been authorized forissuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option,shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any otherincrease or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been“effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company ofshares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

**(b)****Dissolution or Liquidation.** In the event of the proposed dissolution or liquidation of the Company, all outstandingOptions will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. The Committee may, in the exercise of its discretion in such instance, declare that any Option shall terminate as of adate fixed by the Committee and give each Option holder the right to exercise his Option as to all or any part of the shares of Common Stock covered by the Option, including shares as to which the Option would not otherwise be exercisable.

 

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**(c)****Sale or Merger.** In the event of a proposed sale of all or substantially all of theassets of the Company, or the merger of the Company with or into another corporation, the Committee, in the exercise of its sole discretion, may take such action as it deems desirable, including, but not limited to: (i) causing an Option to beassumed or an equivalent option to be substituted by the successor corporation or a parent or subsidiary of such successor corporation, (ii) providing that each Option holder shall have the right to exercise his Option as to all of the sharesof Common Stock covered by the Option, including shares as to which the Option would not otherwise be exercisable, or (iii) declaring that an Option shall terminate at a date fixed by the Committee provided that the Option holder is givennotice and opportunity to exercise the then exercisable portion of his Option prior to such date. 

**17. Amendment.** The Committee mayterminate or amend the Plan at any time, with respect to shares as to which Options have not been granted, subject to any required shareholder approval or any shareholder approval that the Board may deem to be advisable for any reason, such as forthe purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying any applicable stock exchange listing requirements. The Committee may be, without the consent of the holder of an Option,alter or impair any Option previously granted under the Plan, except as specifically authorized herein. 

**18. Reservation of Shares.**The Company, during the term of the Plan, will at all times reserve and keep available such number of shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder, shall relieve the Company of any liability for the failure to issue or sell such shares as to which suchrequisite authority shall not have been obtained. 

**19. Effect on Other Plans.** Participation in the Plan shall not affect anemployee’s eligibility to participate in any other benefit or incentive plan of the Company or any subsidiary of the Company. Any Options granted pursuant to the Plan shall not be used in determining the benefits provided under any other planof the Company or any subsidiary of the Company unless specifically provided. 

**20. Duration of the Plan.** The Plan shall remain ineffect until all Options granted under the Plan have been satisfied by the issuance of shares or have been cancelled unexercised, but not Option shall be granted more than ten years after the date the Plan is adopted by the Company. 

**21. Forfeiture.** Notwithstanding anything to the contrary in the Plan, if the Committee finds, by a majority vote, after full consideration of thefacts presented on behalf of both the Company and any optionee, that the optionee has been engaged in fraud, embezzlement, theft or commission of a felony in the course of his employment or retention by the Company or any subsidiary of the Companyor that the optionee has willfully disclosed confidential information of the Company or any subsidiary of the Company and 

 

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that such disclosure materially damaged the Company or any subsidiary of the Company, the optionee shall forfeit all unexercised Options and all exercisedOptions under which the Company has not yet delivered the certificates. The decision of the Committee in interpreting and applying the provisions of this Section 21 shall be final. No decision of the Committee, however, shall affect thefinality of the discharge or termination of such optionee by the Company or any subsidiary of the Company in any manner. 

**22. NoProhibition on Corporate Action.** No provision of the Plan shall be construed to prevent the Company or any officer or director thereof from taking any action deemed by the Company or such officer or director to be appropriate or in theCompany’s best interest, whether or not such action could have an adverse effect on the Plan or any Options granted hereunder, and no optionee or optionee’s estate, personal representative or beneficiary shall have any claim against theCompany or any officer or director thereof as a result of the taking of such action. 

**23. Indemnification.** With respect to theadministration of the Plan, the Company shall indemnify each present and future member of the Committee and the Board against, and each member of the Committee and the Board shall be entitled without further action on his part to indemnity from theCompany for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by him in connectionwith or arising out of, any action, suit or proceeding in which he may be involved by reason of his being or having been a member of the Committee or the Board, whether or not he continues to be such member at the time of incurring such expenses;provided, however, that such indemnity shall not include any expenses incurred by any such member of the Committee or the Board (i) in respect of matters as to which he shall be finally adjudged in any such action, suit or proceeding to havebeen guilty of gross negligence or willful misconduct in the performance of his duty as such member of the Committee or the Board; or (ii) in respect of any matter in which any settlement is effected for an amount in excess of the amountapproved by the Company on the advice of its legal counsel; and provided further that no right of indemnification under the provisions set forth herein shall be available to or enforceable by any such member of the Committee or the Board unless,within 60 days after institution of any such action, suit or proceeding, he shall have offered the Company in writing the opportunity to handle and defend same at its own expense. The foregoing right of indemnification shall inure to the benefit ofthe heirs, executors or administrators of each such member of the Committee or the Board and shall be in addition to all other rights to which such member may be entitled as a matter of law, contract or otherwise. 

**24. Miscellaneous Provisions.**

**(a) Compliance with Plan Provisions.** No optionee or other person shall have any right with respect to the Plan, the Common Stock reserved for issuance under the Plan or in any Option until a written option agreement shall have beenexecuted by the Company and the optionee and all the terms, conditions and provisions of the Plan and the Option applicable to such optionee (and each person claiming under or through him) have been met. 

 

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**(b) Approval of Counsel.** In the discretion of the Committee, no shares of Common Stock, othersecurities or property of the Company or other forms of payment shall be issued hereunder with respect to any Option unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal, state, local andforeign legal, securities exchange and other applicable requirements.****

**(c) Effects of Acceptance of Option.** By accepting anyOption or other benefit under the Plan, each optionee and each person claiming under or through him shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under the Plan by the Company,the Board and/or the Committee or its delegates. 

**(d) Construction.** The masculine pronoun shall include the feminine and neuter, andthe singular shall include the plural, where the context so indicates. 

 

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