EXHIBIT 10.49



                     PROMISSORY NOTE SATISFACTION AGREEMENT

         This  Agreement  (this  "Agreement"),  dated March __, 2000, is entered
into by and between Entrade Inc., a Pennsylvania corporation ("Payor") and Corey
P. Schlossmann ("Payee").


                                   WITNESSETH

         WHEREAS,  pursuant to a certain Stock  Purchase  Agreement  (the "Stock
Purchase  Agreement"),  dated  October 15, 1999,  by and among Payor,  Payee and
certain other parties thereto,  Payor,  among other things,  acquired all of the
Shares of the  Acquired  Corporations  then owned by Payee in  consideration  of
100,000  shares of Payor's Stock issued to Payee,  the Short Term Note issued to
Payee, and the Payee Note (as defined below) issued to Payee.  Capitalized terms
used herein and not otherwise defined herein shall have the meaning set forth in
the Stock Purchase Agreement.

         WHEREAS,  pursuant  to a certain  Term Note (the "Payee  Note"),  dated
October 15, 1999,  Payor  promised to pay to the order of Payee One Million Four
Hundred  Thousand dollars  ($1,400,000) in installments as follows:  $350,000 on
the April 1, 2000 (the "Initial  Installment"),  $350,000 on October 1, 2000 and
$700,000  on October 1, 2001  (together  with  interest as provided in the Payee
Note, the "Note Obligations").

         WHEREAS,  Payor  desires  to  satisfy  all Note  Obligations  and Payee
desires to accept such  satisfaction  pursuant to the terms and  conditions  set
forth herein;

         NOW,  THEREFORE,  in consideration of the foregoing,  the covenants and
agreements contained herein and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree as follows:

I.       The Payment and Satisfaction.

         I.1. Terms of the Payment and Satisfaction.  Payor agrees to accelerate
to March 20,  2000  (the  "Cash  Payment  Date"),  the  payment  of the  Initial
Installment,  plus  interest  earned  through  such date,  by wire  transfer  of
immediately  available  funds to Payee (the "Cash Amount").  Thereafter,  on the
Closing  Date (as  defined  below),  as payment in full for all  remaining  Note
Obligations,  Payor will issue to Payee an aggregate of Twenty-Six Thousand Five
Hundred  Sixty-Two  (26,562) fully paid and  non-assessable  shares of Entrade's
common stock  (collectively,  the  "Entrade  Stock").  The Entrade  Stock issued
hereunder  is  hereby  expressly   excluded  from  the  Stock   Restriction  and
Registration  Rights  Agreement  dated as of October  15,  1999,  by and between
Payor,  Payee,  and  certain  other  parties  thereto  (the  "Stock  Restriction
Agreement").
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         I.2. The Closing. The closing of the transactions  contemplated by this
Agreement  (the  "Closing")  shall take place on the date hereof  (the  "Closing
Date") at the offices of the Payor three business days after the shareholders of
Payor approve of the transaction  contemplated to take place at the Closing.  If
the shareholders of the Payor do not approve such transaction,  then Payor shall
remain  obligated to satisfy all remaining Note  Obligations in accordance  with
the terms of the Payee Note.

         I.3. Release from Stock Restriction Agreement. Payor hereby agrees that
26,562 of the Company  Shares that are,  as of the date  hereof,  subject to the
restrictions  contained in Section 5 of the Stock Restriction Agreement shall be
deemed to be Saleable Company Shares from and after the date hereof.

II.      Representations and Warranties of Payee.

         Payee represents and warrants to Payor as follows:

         II.1.  Authorization.  Payee has full power and  authority  to execute,
deliver and perform this Agreement and the transactions  contemplated herein and
all other agreements, documents and instruments that may be executed by Payee in
connection  with this  Agreement.  This  Agreement  has been duly  executed  and
delivered by Payee and  constitutes the legal,  valid and binding  obligation of
Payee,  enforceable  against  Payee in  accordance  with its  terms,  except  as
enforceability  may be limited by  bankruptcy,  insolvency or other similar laws
affecting or relating to the enforcement of creditors  rights  generally and the
availability of equitable remedies, including specific performance.

         II.2. No Violation, Etc. Neither Payee's execution and delivery of this
Agreement,  nor the consummation of the transactions  contemplated  herein,  nor
compliance by Payee with any of the  provisions  hereof will:  (i) result in the
creation of any Encumbrance under any of the terms,  conditions or provisions of
any note, bond, mortgage,  indenture, deed of trust, license,  agreement, or any
other  instrument or  obligation to which Payee is a party,  or (ii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to Payee
or  require  consent  or  approval  from  any  governmental,  administrative  or
self-regulatory authority.

         II.3. Investment  Representations.  Payee is an accredited investor and
Payee is  acquiring  the Entrade  Stock set forth herein for Payee's own account
(and not for the account of others),  for  investment and not with a view to the
sale, transfer,  disposition or distribution thereof. Payee understands that the
Entrade Stock has not been  registered  under the securities  laws of the United
States of America or any state or other political  subdivision thereof, and that
such shares must be held indefinitely unless a subsequent disposition thereof is
registered  under the United States and other  applicable  securities laws or is
exempt from  registration.  Payee will not sell or otherwise  dispose of Entrade
Stock  (whether  pursuant to a liquidating  distribution  or otherwise)  without
registration  under  the  Securities  Act of 1933 (the  "Securities  Act") or an
exemption  therefrom,  and the  certificate  or  certificates  representing  the
Entrade Stock may contain a legend to the foregoing effect.  Notwithstanding the
foregoing,  Payee acknowledges that Payor intends to file, within twenty days of
the date of this  agreement,  a  Registration  Statement with the Securities and
Exchange  Commission on Form S-4,  which  Registration  Statement is intended to
include the Entrade  Shares.  Payor  agrees to use its best efforts to file such
Registration Statements, to ensure that such Registration Statement includes the
Entrade  Shares,  and to  take  all  reasonable  actions  to  ensure  that  such
Registration Statement becomes effective.
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         II.4. Ownership.  Payee has all right, title and interest in and to the
Payee Note that  Payee  acquired  on October  15,  1999,  and has not  assigned,
transferred,  encumbered, hypothecated or otherwise transferred any right, title
or interest in or to the Payee Note to any third party.

         II.5. Litigation. There is no litigation, proceeding or arbitral action
pending  or, so far as is known to Payee,  threatened  against  Payee that would
adversely  affect Payee's  ability to consummate the  transactions  contemplated
hereby.

III.     Representations and Warranties of Payor.

         Payor represents and warrants to Payee as follows:

         III.1.  Organization  and  Qualification.  Payor is a corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
Commonwealth  of  Pennsylvania,  with all requisite  power and authority to own,
lease,  license,  and use its properties and assets and to carry on the business
in which it is now engaged and the business in which it contemplates engaging.

         III.2.   Authorization.   This  Agreement  and  all  other  agreements,
documents and instruments  that may be executed by Payor in connection with this
Agreement and the  transactions  contemplated  herein have been duly approved by
all necessary  corporate  action on the part of Payor.  This  Agreement has been
duly  executed  and  delivered  by Payor and  constitutes  the legal,  valid and
binding  obligation of Payor,  enforceable  against Payor in accordance with its
terms,  except as  enforceability  may be limited by  bankruptcy,  insolvency or
other similar laws affecting or relating to the enforcement of creditors  rights
generally  and  the  availability  of  equitable  remedies,  including  specific
performance.

         III.3. No Violation,  Etc.  Neither  Payor's  execution and delivery of
this Agreement,  nor the consummation of the transactions  contemplated  herein,
nor compliance by Payor with any of the  provisions  hereof will: (i) violate or
conflict  with the articles of  incorporation,  by-laws or other  organizational
documents of Payor,  (ii) result in the creation of any Encumbrance under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture, deed
of trust,  license,  agreement,  or any other  instrument or obligation to which
Payor is a party, or (ii) violate any order, writ, injunction,  decree, statute,
rule or regulation  applicable to Payor or require  consent or approval from any
governmental, administrative or self-regulatory authority.

         III.4. Valid Issuance,  Etc. At the Closing,  the Entrade Stock will be
validly authorized,  validly issued,  fully paid, and nonassessable and will not
have been issued in violation of any preemptive right of stockholders, and Payee
will  receive  good  title to the  Entrade  Stock,  free and clear of all liens,
security interests,  pledges, charges,  encumbrances,  stockholders' agreements,
voting trusts or other rights of any third party.
<PAGE>

         IIII.5.  Litigation.  There is no  litigation,  proceeding  or arbitral
action  pending or, so far as is known to Payor,  threatened  against Payor that
would  adversely   affect  Payor's   ability  to  consummate  the   transactions
contemplated hereby.

IV.      Conditions to Closing.

         The  obligations of the parties  hereto to consummate the  transactions
contemplated  hereby  shall be subject  to the  fulfillment,  or waiver,  of the
following conditions:

         IV.1.  Payment.  Payor shall have delivered the Cash Amount to Payee on
or about the Cash Payment  Date,  and Payor shall  deliver the Entrade  Stock to
Payee on the Closing Date.

         IV.2.  Cancellation of Payee Note. At the Closing,  Payee shall deliver
to Payor the original Payee Note marked "CANCELLED."

V.       Indemnification.

         V.1. General. Each party (the "indemnifying party") shall indemnify and
hold  harmless  the  other  party and the other  party's  affiliates,  officers,
directors, trustees,  stockholders,  employees, agents, and representatives from
and against any and all liabilities,  claims,  demands,  actions, suits, losses,
damages,  costs,  and  expenses  (including,   without  limitation,   reasonable
attorneys' fees and any and all expenses  whatsoever  incurred in investigating,
preparing, or defending against any litigation,  commenced or threatened, or any
claim  whatsoever,  and any and all amounts paid in  settlement  of any claim or
litigation),  based upon or arising out of a breach of any covenant,  agreement,
representation, or warranty made by the indemnifying party in this Agreement.

         V.2.  Survival.  All  representations,   warranties,   covenants,   and
agreements  contained in this Agreement shall survive the execution and delivery
of this Agreement and the Closing hereunder.

VI.      Miscellaneous.

         VI.1.  Further  Actions.  At any time and from time to time, each party
agrees,  at its  expense,  to take such  actions and to execute and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

         VI.2. Modification.  This Agreement sets forth the entire understanding
of the  parties  with  respect to the  subject  matter  hereof,  supersedes  all
existing  agreements  among them  concerning  such  subject  matter,  and may be
modified only by a written instrument duly executed by each party.
<PAGE>

         VI.3.  Waiver.  Any  waiver by either  party of a breach of any term of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach of that term or of any  breach of any other term of this  Agreement.  The
failure of a party to insist upon strict adherence to any term of this Agreement
on one or more  occasions  will not be considered a waiver or deprive that party
of the right  thereafter  to insist  upon strict  adherence  to that term or any
other term of this Agreement. Any waiver must be in writing.

         VI.4. Binding Effect. No party may sell, assign, transfer, or otherwise
convey any of its rights or  delegate  any of its  duties  under this  Agreement
without  first  receiving  the prior  written  consent of the other party,  such
consent shall not be unreasonably withheld.

         VI.5. Expenses. Each party shall be responsible for its own expenses in
connection with this Agreement.

         VI.6. No Third Party Beneficiaries. This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement (except as provided in Section 6.4).

         VI.7.  Separability.  If any  provision  of this  Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is  inapplicable  to any person or  circumstance,  it shall
nevertheless remain applicable to all other persons and circumstances.

         VI.8.  Headings.   The  headings  in  this  Agreement  are  solely  for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

         VI.9.  Counterparts;  Governing  Law. This Agreement may be executed in
any number of counterparts,  each of which shall be deemed an original,  but all
of which together  shall  constitute  one and the same  instrument.  It shall be
governed by and construed in accordance  with the laws of the State of Illinois,
without giving effect to conflict of laws.

               *** Remainder of Page Intentionally Left Blank ***



<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the date first written above.





                                           ------------------------------------
                                           Corey P. Schlossmann



                                           ENTRADE INC.


                                           ------------------------------------
                                           By: Mark F. Santacrose
                                           Its:President