SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

                                 AMENDMENT NO.1

[X]      Annual  Report  Pursuant to Section 13 or 15(d) of the  Securities  and
         Exchange Act of 1934 For the fiscal year ended December 31, 1999

                                       OR

[   ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities and
         Exchange Act of 1934
         For the transition period from ______________ to ______________

                         Commission file number 1-15303

                                  ENTRADE INC.
             (Exact name of registrant as specified in its charter)


    Commonwealth of Pennsylvania                         52-2153008
-------------------------------------       ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)


     500 Central Avenue, Northfield, IL                             60093
---------------------------------------------                   -------------
  (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:    (847) 441-6650
                                                      ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Each Exchange on
         Title of Each Class                              Which Registered
--------------------------------------              ----------------------------
   Common stock, without par value                    New York Stock Exchange
                                                       Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  registrant's   knowledge,  in  the  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X ] No [ ]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant at March 1, 2000: $539,028,000

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

               Class                             Outstanding at March 1, 2000
-------------------------------------          --------------------------------
  Common stock, without par value                           16,427,022


                      Documents Incorporated by Reference:

Portions  of  Registrant's  Proxy  Statement  for the  2000  Annual  Meeting  of
Shareholders  to be filed  with  the  Commission  within  120 days of the end of
Registrant's last fiscal year is incorporated by reference into Part III.

<PAGE>
                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a)      1.     Financial Statements as listed on Page F-1.
                   2.     Financial Statement Schedules as listed on Page F-1.
                   3.     Exhibits as listed on Page E-1.
                                Compensatory  plans or management  contracts are
                                marked with an asterisk.

                   This Admendment No. 1 to this report is being made to, among
                   other things, add the consent of Ernst & Young LLP listed as
                   exhibit 23.3 and change the figures associated with Current
                   liabilities  and  Shareholders'  deficit on page F-18.

(b)      Reports on Form 8-K.

                   On October 6, 1999, the  Registrant  filed Form 8-K to report
                   that the merger (the  "Merger") of a wholly owned  subsidiary
                   of  Entrade  Inc.  ("Entrade")  with  and  into  Artra  Group
                   Incorporated  ("Artra")  was  completed.  As a result  of the
                   Merger,  Artra became a wholly owned  subsidiary  of Entrade,
                   and  Entrade's  Common  Stock  became  listed  and  commenced
                   trading on the New York Stock Exchange under the symbol "ETA"
                   on September 24, 1999.

                   On October 28, 1999, the Registrant  filed Form 8-K to report
                   that it completed its  acquisition of all of the  outstanding
                   capital stock of Public Liquidation  Systems,  Inc. and Asset
                   Liquidation  Group,  Inc., which engage in business under the
                   name Nationwide Auction Systems ("Nationwide").

                   On December 2, 1999, the Registrant filed Form 8-K/A to amend
                   its Form 8-K initially  filed with the  Commission on October
                   28, 1999 that reported the  acquisition  of  Nationwide.  The
                   Form 8-K/A reported:  (i) the historical financial statements
                   of the acquired Nationwide  business;  and (ii) the pro forma
                   financial  information  relating to the  acquired  Nationwide
                   business.



<PAGE>
                               SIGNATURE

Pursuant  to the  requiredments  of the  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant  has duly caused this  Amendment No. 1 to
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.
                                     ENTRADE INC.

                                     By: /s/MARK F. SANTACROSE
                                     -------------------------
                                          Mark F. Santacrose
Dated: April 7, 2000                      President and Chief Executive Officer

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


On  September  23,  1999,  per  terms  of a  merger  agreement,  Artra  became a
wholly-owned  subsidiary of Entrade,  with Artra being the surviving corporation
for  financial  reporting  purposes.   Accordingly,   the  historical  financial
statements  included in this Annual Report on Form 10-K for Entrade  present the
financial  condition  and  results  of  operations  and cash flows for Artra for
periods presented prior to the merger.


                                                                          Page
                                                                          ----

ENTRADE INC. AND SUBSIDIARIES

    Report of Independent Accountants                                      F- 2

    Consolidated Balance Sheets as of December 31, 1999
        and December 31, 1998                                              F-3

    Consolidated Statements of Operations
        for each of the three fiscal years
        in the period ended December 31, 1999                              F-5

    Consolidated Statements of Changes in Shareholders' Equity
        for each of the three fiscal years
        in the period ended December 31, 1999                              F-6

    Consolidated Statements of Cash Flows
        for each of the three fiscal years
        in the period ended December 31, 1999                              F-8

    Notes to Consolidated Financial Statements                             F-10

    Schedules:
         Report of Independent Accountants
              on Financial Statement Schedules                             F-38


         II.      Valuation and Qualifying Accounts                        F-39

NATIONWIDE AUCTION SYSTEMS (Predecessor)

   Report of Independent Accountants                                       F-40

   Independent Auditors' Report                                            F-41

   Combined Balance Sheet as of December 31, 1998                          F-42

   Combined  Statements of Earnings and
        Retained  Earnings for the nine
        month period ended September 30, 1999 and
        for each of the two years in
        the period ended December 31, 1998                                 F-43

   Combined Statements of Cash Flows
        for the nine month period ended
        September  30, 1999 and
        for each of the two years
        in the period ended December 31, 1998                              F-44

    Notes to Combined Financial Statements                                 F-45

   ASSETRADE.COM INC.

        Report of Independent Auditors                                     F-51


Schedules  other than those  listed are  omitted as they are not  applicable  or
required or equivalent information has been included in the financial statements
or notes thereto.


<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Directors
Entrade Inc.
Northfield, Illinois

In our  opinion,  based on our  audits  and the  report of other  auditors,  the
accompanying consolidated balance sheets and the related consolidated statements
of  operations  and changes in  shareholders'  equity and of cash flows  present
fairly, in all material respects, the financial position of Entrade Inc. and its
subsidiaries at December 31, 1999 and 1998, and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1999, in conformity with  accounting  principles  generally  accepted in the
United  States.  These  financial  statements  are  the  responsibility  of  the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based  on our  audits.  We did not  audit  the  financial
statements of  asseTrade.com  Inc., an  unconsolidated  affiliate  accounted for
using the equity method. Such investment  aggregated  $3,554,000 at December 31,
1999 and  equity  in loss of  asseTrade.com  Inc.  was  $445,000  in  1999.  The
financial  statements of asseTrade.com Inc. were audited by other auditors whose
report thereon has been furnished to us, and our opinion,  insofar as it relates
to the amounts included for asseTrade.com  Inc. is based solely on the report of
such other auditors.  We conducted our audits of these  statements in accordance
with auditing  standards  generally  accepted in the United States which require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.


PricewaterhouseCoopers LLP


Chicago, Illinois
March 29, 2000








                                      F-1
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)


                                                      December 31,  December 31,
                                                            1999        1998
                                                          -------     -------

                     ASSETS
Current assets:
   Cash and equivalents                                   $ 9,667     $11,753
   Restricted cash and equivalents                           --         1,045
   Receivables, less allowance for doubtful
       accounts of  $10 in 1999 and $0 in 1998                812         171
   Available-for-sale securities                            4,386       8,200
   Other                                                      461          99
                                                          -------     -------
               Total current assets                        15,326      21,268
                                                          -------     -------

Property and equipment:
    Land                                                    2,271        --
    Buildings                                               1,261        --
    Leasehold improvements                                  2,502        --
    Furniture and equipment                                 1,492        --
    Construction in progress                                   15        --
                                                          -------     -------
                                                            7,541        --
Less accumulated depreciation and amortization                178        --
                                                          -------     -------
                                                            7,363        --
                                                          -------     -------

Other assets:
    Intangibles, principally excess of cost
      over net assets acquired, net of
      accumulated amortization of $1,088                   54,394        --
    Investment in and advances to asseTrade.com             3,554        --
   Other                                                      121        --
                                                          -------     -------
                                                           58,069        --
                                                          -------     -------
                                                          $80,758     $21,268
                                                          =======     =======



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.





















                                       F-3
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)


                                                    December 31,   December 31,
                                                        1999          1998
                                                      ---------     ---------

                        LIABILITIES
Current liabilities:
   Notes payable                                      $   1,229     $    --
   Current maturities of long-term debt,
      including amounts due to
      related parties of $7,000                           9,364          --
   Cash overdraft                                           473          --
   Accounts payable                                       1,345          --
   Accrued expenses                                       2,850           568
   Income taxes                                           1,081         1,854
   Common stock put warrants                               --           1,705
   Liabilities of discontinued operations                 3,875        10,328
                                                      ---------     ---------
               Total current liabilities                 20,217        14,455
                                                      ---------     ---------

Long-term debt                                            7,978          --
Obligations expected to be settled
    by the issuance of common stock                       4,743          --
Commitments and contingencies

Redeemable preferred stock                                 --           2,857


                SHAREHOLDERS' EQUITY
Preferred stock, $1,000 par value,
   authorized 4,000,000 shares;
   no shares issued or outstanding                         --            --
Common stock, no par value;
   authorized 40,000,000 shares;
   issued  and outstanding
   15,082,186 shares in 1999
   and 7,864,228 shares in 1998                            --            --
Additional paid-in capital                              119,539        47,336
Deferred stock compensation                              (4,929)         --
Unrealized appreciation of investments                    7,106        10,920
Accumulated deficit                                     (73,896)      (54,300)
                                                      ---------     ---------
                                                         47,820         3,956
                                                      ---------     ---------
                                                      $  80,758     $  21,268
                                                      =========     =========



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

















                                       F-4
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)



<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                        --------------------------------
                                                                          1999        1998        1997
                                                                        --------    --------    --------

<S>                                                                     <C>         <C>         <C>
Net revenues                                                            $  4,542    $   --      $   --
                                                                        --------    --------    --------

Costs and expenses:
   Cost of revenues, exclusive of
      depreciation and amortization                                        1,759        --          --
   Selling, general and administrative,
       exclusive of $5,046,000 of
       compensation related to stock options                               9,079       2,660       5,708
   Compensation related to stock options                                   5,046        --          --
   Depreciation and amortization                                           1,223        --             7
                                                                        --------    --------    --------
                                                                          17,107       2,660       5,715
                                                                        --------    --------    --------

Operating loss                                                           (12,565)     (2,660)     (5,715)
                                                                        --------    --------    --------

Other income (expense):
   Interest expense, exclusive of
      interest expense related to stock warrants                            (532)     (3,450)     (6,178)
   Interest expense related to stock warrants                             (6,229)       --          --
   Equity in loss of asseTrade.com                                          (445)       --          --
   Realized gain on disposal of
      available-for-sale securities                                           66         320       2,531
   Litigation settlement, net                                               --          --        10,416
   Other income, net,  principally interest income                           401          83          12
                                                                        --------    --------    --------
                                                                          (6,739)     (3,047)      6,781
                                                                        --------    --------    --------

Earnings (loss) from continuing operations before income taxes           (19,304)     (5,707)      1,066
Provision for income taxes                                                  --          --          --
                                                                        --------    --------    --------
Earnings (loss) from continuing operations                               (19,304)     (5,707)      1,066
Earnings (loss) from discontinued operations, net                           --        38,930        (293)
                                                                        --------    --------    --------
Net earnings (loss)                                                      (19,304)     33,223         773
Dividends applicable to and loss on
    redemption of redeemable preferred stock                             (18,019)       (410)       (693)
Reduction of retained earnings
    applicable to redeemable common stock                                   --          --          (400)
                                                                        --------    --------    --------
Earnings (loss) applicable to common shares                             ($37,323)   $ 32,813    ($   320)
                                                                        ========    ========    ========


Per share earnings (loss) applicable to common shares:
    Basic and diluted:
       Continuing operations                                            ($  3.65)   ($  0.78)   $   --
       Discontinued operations                                              --          4.94       (0.04)
                                                                        --------    --------    --------
                 Net earnings (loss)                                    ($  3.65)   $   4.16    ($  0.04)
                                                                        ========    ========    ========

     Weighted average number of shares of common stock outstanding        10,216       7,891       7,970
                                                                        ========    ========    ========

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.



                                       F-5
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (In thousands, except share data)


<TABLE>
<CAPTION>


                                                                     Common Stock            Additional        Deferred
                                                                -------------------------      Paid-in           Stock
                                                                  Shares        Dollars        Capital       Compensation
                                                                -------------  ----------    ------------    --------------

<S>                                                                <C>                           <C>
Balance at December 26, 1996                                       7,617,138           -         $45,952                 -

Comprehensive income (loss):
   Net earnings                                                            -           -               -                 -
   Net decrease in unrealized appreciation of investments                  -           -               -                 -

               Comprehensive loss


Other changes in shareholders' equity:
   Common stock issued to pay liabilities                            444,717                       1,939                 -
   Net increase in receivable from
      related party, including accrued interest                            -           -               -                 -
   Exercise of stock options and warrants                             39,800           -             178                 -
   Redeemable common stock obligation
      paid by the issuance of additional common shares               115,543           -             679                 -
   Purchase of redeemable preferred stock                                  -           -              89                 -
   Redeemable preferred stock dividends                                    -           -               -                 -
   Redeemable common stock accretion                                       -           -               -                 -

               Other changes in shareholders' equity


                                                                -------------  ----------    ------------    --------------
Balance at December 31, 1997                                       8,217,198           -          48,837                 -

Comprehensive income (loss):
   Net earnings                                                            -           -                                 -
   Net decrease in unrealized appreciation of investments                  -           -               -                 -

           Comprehensive income


Other changes in shareholders' equity:
   Repurchase of common stock previously  issued
       to pay down short-term notes                                 (357,270)          -          (1,518)                -
   Net decrease in receivable from
       related party, including accrued interest                           -           -               -                 -
   Exercise of stock options                                           4,300           -              17                 -
   Redeemable preferred stock dividends                                    -           -               -                 -

           Other changes in shareholders' equity


                                                                -------------  ----------    ------------    --------------
Balance at December 31, 1998                                       7,864,228           -          47,336                 -

</TABLE>



<PAGE>


                         ENTRADE INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (In thousands, except share data)


<TABLE>
<CAPTION>
                                                                    Receivable       Accumulated                         Total
                                                                       from             Other                        Shareholders'
                                                                     Related       Comphrehensive    Accumulated        Equity
                                                                       Party           Income         Deficit          (Deficit)
                                                                    ------------   ----------------  -------------   --------------

<S>                                                                     <C>                <C>           <C>              <C>
Balance at December 26, 1996                                            ($6,468)           $25,719       ($86,793)        ($21,590)

Comprehensive income (loss):
   Net earnings                                                               -                  -            773              773
   Net decrease in unrealized appreciation of investments                     -            (10,986)             -          (10,986)
                                                                                                                     --------------
               Comprehensive loss                                                                                          (10,213)
                                                                                                                     --------------

Other changes in shareholders' equity:
   Common stock issued to pay liabilities                                     -                  -              -            1,939
   Net increase in receivable from
      related party, including accrued interest                          (6,153)                 -              -           (6,153)
   Exercise of stock options and warrants                                     -                  -              -              178
   Redeemable common stock obligation
      paid by the issuance of additional common shares                        -                  -              -              679
   Purchase of redeemable preferred stock                                     -                  -              -               89
   Redeemable preferred stock dividends                                       -                  -           (693)            (693)
   Redeemable common stock accretion                                          -                  -           (400)            (400)
                                                                                                                     --------------
               Other changes in shareholders' equity                                                                        (4,361)
                                                                                                                     --------------

                                                                    ------------   ----------------  -------------   --------------
Balance at December 31, 1997                                            (12,621)            14,733        (87,113)         (36,164)

Comprehensive income (loss):
   Net earnings                                                               -                  -         33,223           33,223
   Net decrease in unrealized appreciation of investments                     -             (3,813)             -           (3,813)
                                                                                                                     --------------
           Comprehensive income                                                                                             29,410
                                                                                                                     --------------

Other changes in shareholders' equity:
   Repurchase of common stock previously  issued
       to pay down short-term notes                                           -                  -              -           (1,518)
   Net decrease in receivable from
       related party, including accrued interest                         12,621                  -              -           12,621
   Exercise of stock options                                                  -                  -              -               17
   Redeemable preferred stock dividends                                       -                  -           (410)            (410)
                                                                                                                     --------------
           Other changes in shareholders' equity                                                                            10,710
                                                                                                                     --------------

                                                                    ------------   ----------------  -------------   --------------
Balance at December 31, 1998                                                  -             10,920        (54,300)           3,956

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.








                                      F-6

<PAGE>



                          ENTRADE INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (In thousands, except share data)



<TABLE>
<CAPTION>

                                                                           Common Stock            Additional        Deferred
                                                                        -----------------------      Paid-in           Stock
                                                                        Shares        Dollars        Capital       Compensation
                                                                        -----------  ----------    ------------    --------------


<S>                                                                      <C>                            <C>
Balance at December 31, 1998                                             7,864,228           -          47,336                 -

Comprehensive income (loss):
   Net loss                                                                      -           -                                 -
   Net decrease in unrealized appreciation of investments                        -           -               -                 -

           Comprehensive income


Other changes in shareholders' equity:
   Exercise of warrants to purchase common stock                         1,692,289           -           7,416                 -
   Exercise of options to purchase common stock                            238,246           -           1,019                 -
   Sale of  common stock, net of selling costs                             201,875           -           6,412
   Common stock issued as consideration for Entrade assets acquired      2,100,000           -          11,513
   Common stock issued as consideration for Nationwide                   1,650,000           -          21,038
   Common stock issued in exchange for
         Artra Series A preferred stock                                    608,403           -           9,924
   Common stock issued in exchange for
         BCA Series A and B preferred stock                                727,145                      14,633
   Loss on redemption of Artra redeemable preferred stock                                               (6,775)
   Loss on redemption of BCA Holdings redeemable preferred stock                                       (10,952)
   Stock options issued and deferred stock-based compensation                                            8,200            (8,200)
   Compensation expense recognized                                                                           -             3,271
   Compensatory stock options                                                    -           -           1,841                 -
   Stock warrants extended                                                                               6,229
   Eliminate put liability for warrants exercised                                            -           1,705                 -
   Redeemable preferred stock dividends                                          -           -               -                 -

           Other changes in shareholders' equity


                                                                        -----------  ----------    ------------    --------------
Balance at December 31, 1999                                            15,082,186           -        $119,539           ($4,929)
                                                                        ===========  ==========    ============    ==============
</TABLE>




<PAGE>



                          ENTRADE INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                        (In thousands, except share data)


<TABLE>
<CAPTION>
                                                                             Accumulated                            Total
                                                                                Other                           Shareholders'
                                                                           Comphrehensive       Accumulated        Equity
                                                                               Income            Deficit          (Deficit)
                                                                           ----------------   ---------------   --------------


<S>                                                                                 <C>              <C>                <C>
Balance at December 31, 1998                                                        10,920           (54,300)           3,956

Comprehensive income (loss):
   Net loss                                                                              -           (19,304)         (19,304)
   Net decrease in unrealized appreciation of investments                           (3,814)                -           (3,814)
                                                                                                                --------------
           Comprehensive income                                                                                       (23,118)
                                                                                                                --------------

Other changes in shareholders' equity:
   Exercise of warrants to purchase common stock                                         -                 -            7,416
   Exercise of options to purchase common stock                                          -                 -            1,019
   Sale of  common stock, net of selling costs                                                                          6,412
   Common stock issued as consideration for Entrade assets acquired                                                    11,513
   Common stock issued as consideration for Nationwide                                                                 21,038
   Common stock issued in exchange for
         Artra Series A preferred stock                                                                                 9,924
   Common stock issued in exchange for
         BCA Series A and B preferred stock                                                                            14,633
   Loss on redemption of Artra redeemable preferred stock                                                              (6,775)
   Loss on redemption of BCA Holdings redeemable preferred stock                                                      (10,952)
   Stock options issued and deferred stock-based compensation                                                               -
   Compensation expense recognized                                                                                      3,271
   Compensatory stock options                                                            -                 -            1,841
   Stock warrants extended                                                                                              6,229
   Eliminate put liability for warrants exercised                                        -                 -            1,705
   Redeemable preferred stock dividends                                                  -              (292)            (292)
                                                                                                                --------------
           Other changes in shareholders' equity                                                                       66,982
                                                                                                                --------------

                                                                           ----------------   ---------------   --------------
Balance at December 31, 1999                                                        $7,106          ($73,896)         $47,820
                                                                           ================   ===============   ==============


</TABLE>











                                       F-7
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)



<TABLE>
<CAPTION>

                                                                                   Years Ended December 31,
                                                                                --------------------------------
                                                                                   1999        1998        1997
                                                                                --------    --------    --------
Cash flows from operating activities:
<S>                                                                             <C>         <C>         <C>
   Net earnings (loss)                                                          ($19,304)   $ 33,223    $    773
      Adjustments to reconcile net earnings
             to cash flows from operating activities:
         Depreciation of property, plant and equipment                               135       2,446       4,059
         Amortization of intangibles,
            principally excess of cost over net assets acquired                    1,088         272         305
         Costs related to stock options and warrants                              11,275        --          --
         Equity in loss of asseTrade.com                                             445        --          --
         Decrease  in receivable from related party                                 --           400       2,816
         Gain on disposal of discontinued operations                                --       (35,585)       --
         Amortization of other assets, principally financing costs                  --         1,121       4,754
         Gain on sale of idle machinery  and equipment                              --          --          (932)
         Litigation settlement, net                                                 --          --       (10,416)
         Gain on disposal of Comforce common stock                                   (66)       (320)     (2,531)
         Minority interest                                                          --           509       1,109
         Other, principally common stock issued as compensation                       66          21         556
     Changes in assets and  liabilities,
        net of effects of businesses
        acquire and discontinued:
          (Increase) decrease in receivables                                         696         (35)     (1,631)
          (Increase) decrease in inventories                                        --        (2,010)        132
          (Increase) decrease in other current and noncurrent assets                (164)       (456)        517
          Increase (decrease) in payables and accrued expenses                    (2,902)     (8,771)        321
          Decrease in other current and noncurrent liabilities                      (771)     (1,745)       (119)
                                                                                --------    --------    --------
Net cash flows used by operating activities                                       (9,502)    (10,930)       (287)
                                                                                --------    --------    --------

Cash flows from investing activities:
   Proceeds from disposal of Comforce common stock                                    30         170       1,821
   Proceeds from sale of Bagcraft assets                                            --        89,000        --
   (Increase) decrease in restricted cash                                          1,045      (1,045)       --
         Pre-merger Entrade loss                                                   1,305        --          --
   Purchase of Entrade assets, net of cash acquired                               (4,099)       --          --
   Acquisition of Nationwide, net of cash acquired                                (5,323)       --          --
   Acquisition of printeralliance.com                                               (550)       --          --
   Net proceeds from litigation settlement                                          --          --         9,761
   Proceeds from sale of property, plant and equipment                              --          --           537
   Investment in asseTrade.com
   Additions to property, plant and equipment                                       (240)     (2,177)     (3,066)
   (Increase) decrease  in receivable from related party                            --        (8,969)
   Acquistion of AB Specialty, net of deposit                                     (1,131)
   Proceeds from sale of  idle machinery and equipment                              --          --           932
  Other                                                                              (28)       --          --
                                                                                --------    --------    --------
Net cash flows from (used by) investing activities                                (7,860)     85,948        (115)
                                                                                --------    --------    --------
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.






                                       F-8
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)


<TABLE>
<CAPTION>


                                                                                     Years Ended December 31,
                                                                                 -----------------------------------
                                                                                    1999         1998         1997
                                                                                 ---------    ---------    ---------
Cash flows from financing activities:
<S>                                                                                           <C>          <C>
   Net increase (decrease) in short-term debt                                         --      ($ 15,451)   ($  1,508)
   Increase in cash overdraft                                                          473         --           --
   Proceeds from long-term borrowings                                                 --        124,077      146,891
   Reduction of long-term debt                                                         (44)    (175,019)    (133,781)
   Proceeds from exercise of stock options and warrants                              8,435           17          178
   Net proceeds from sale of common stock                                            6,412         --           --
   Repurchase of common stock previously issued
    to pay down short-term notes                                                      --         (1,518)        --
   Exercise of redeemable common stock put options                                    --           --         (3,379)
   Redemption of detachable put warrants                                              --         (1,440)      (1,728)
   Purchase of redeemable preferred stock                                             --           --           (426)
   Other                                                                                78          (25)
                                                                                 ---------    ---------    ---------
Net cash flows from (used by) financing activities                                  15,276      (69,256)       6,222
                                                                                 ---------    ---------    ---------

Increase (decrease) in cash and cash equivalents                                    (2,086)       5,762        5,820
Cash and equivalents, beginning of year                                             11,753        5,991          171
                                                                                 ---------    ---------    ---------
Cash and equivalents, end of year                                                $   9,667    $  11,753    $   5,991
                                                                                 =========    =========    =========


Supplemental cash flow information:
 Cash paid during the year for:
  Interest                                                                       $     101    $   6,087    $   7,058
                                                                                 =========    =========    =========

  Income taxes paid (refunded), net                                              $     771    $     189    $     177
                                                                                 =========    =========    =========

Supplemental schedule of noncash investing and financing activities:

   Acquistion of Entrade assets, Nationwide and printeralliance.com
       Fair value of assets acquired                                             $  62,520
       Acquisition liabilities and costs                                              (229)
       Notes issued to sellers                                                     (18,800)
       Common stock issued                                                         (32,551)
                                                                                 ---------
       Cash paid                                                                    10,940
       Less:  cash acquired                                                           (968)
                                                                                 ---------
                                                                                 $   9,972
                                                                                 =========

    Exchange Entrade common stock for redeemable preferred stock                 $  24,557
                                                                                 =========

    ARTRA/BCA redeemable preferred stock received as payment of
       Peter Harvey advances                                                                  $  12,787
                                                                                              =========
    Issue common stock and redeemable common stock
       to pay down current liabilities                                                                     $   1,939
                                                                                                           =========

    Issue common stock to pay redeemable common stock put obligation                                      $     679
                                                                                                           =========

    Comforce common stock given to lenders
       as additional consideration for short-term borrowings                                               $     169
                                                                                                           =========
</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.



                                       F-9
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

Prior to September 23, 1999, the Registrant operated as Artra Group Incorporated
("Artra"), a Pennsylvania corporation incorporated in 1933. Through November 20,
1998,  Artra  operated in one industry  segment as a  manufacturer  of packaging
products principally serving the food industry.  The packaging products business
was  conducted  by Artra's  wholly-owned  subsidiary,  Bagcraft  Corporation  of
America ("Bagcraft"), which business was sold on November 20, 1998.

As discussed in Note 3, on February  23, 1999,  Artra  entered into an agreement
with Entrade Inc.  ("Entrade" or the "Company"),  formerly NA Acquisition Corp.,
and WorldWide Web NetworX Corporation  ("WorldWide") providing for the merger of
a wholly-owned subsidiary of Entrade with and into Artra.

On September  22, 1999 Artra's  shareholders  approved  the  transaction  and on
September 23, 1999, the merger (the "Merger") was completed.  As a result of the
Merger, Artra became a wholly-owned  subsidiary of Entrade, and Entrade's common
stock became listed and commenced  trading on the New York Stock  Exchange under
the symbol "ETA" on September 24, 1999.

Entrade is a development  stage business  services  company  specializing in the
creation of electronic commerce, or "e-commerce" marketplaces.

In October  1999,  Entrade  completed the  acquisition  of all of the issued and
outstanding  common  stock  of  Public  Liquidations  Systems,  Inc.  and  Asset
Liquidation  Group,  Inc.,  d/b/a  Nationwide  Auction  Systems  ("Nationwide").
Nationwide, which has operated for over 20 years, is one of the nation's largest
volume public auction firms in the disposition of municipality, law enforcement,
corporate  and utility  company  surplus  property.  In addition to vehicles and
equipment, Nationwide conducts real property and jewelry auctions.

The  Company  has  sustained  significant  losses and  negative  cash flows from
operations  in  1999.  The  Company's  ability  to meet its  obligations  in the
ordinary  course  of  business  is  dependent  upon  its  ability  to  establish
profitable  operations or raise additional  financing  through public or private
equity financing,  bank financing,  or other sources of capital. During December
1999 and January  2000,  the Company  raised  approximately  $13,400,000  in net
proceeds from private  placements  of equity.  In addition,  in March 2000,  the
Company raised approximately $28,500,000 in net proceeds from the sale of 30,000
shares of Series A convertible  redeemable preferred stock.  Management believes
current  working  capital and other funding  sources are  sufficient to continue
operations and achieve its business plan through March 2001.

In 1997, the Company changed its fiscal year end to December 31. The Company had
operated on a 52/53 week fiscal year ending the last Thursday of December.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its  majority-owned  subsidiaries.  Intercompany  accounts and  transactions are
eliminated.  The Company's  investment in asseTrade.com  (25% of  assetTrade.com
Class A common stock owned at December 31, 1999) is accounted  for on the equity
method. The Company accounts for its investment in Pricecontainer.com (15% owned
at December 31, 1999) on the cost method.

B.    Cash Equivalents/Restricted Cash

Short-term  investments  with a maturity of less than ninety days at the date of
purchase  are  considered  cash  equivalents.  The  fair  value of cash and cash
equivalents is assumed to approximate  the carrying value of these assets due to
the short duration of these assets.



                                      F-10
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


At December 31, 1998,  restricted  cash represents  amounts  deposited in escrow
accounts to pay certain Bagcraft  liabilities  retained by Artra. These accounts
were  established  in  accordance  with  provisions of the agreement to sell the
assets of the discontinued Bagcraft subsidiary discussed in Note 3.

C.   Property, Plant and Equipment

Property,  plant and equipment is stated at cost.  Expenditures  for maintenance
and repairs are charged to  operations  as incurred and  expenditures  for major
renovations are capitalized.  Depreciation is computed on the basis of estimated
useful lives  principally by the  straight-line  method for financial  statement
purposes and  principally  by  accelerated  methods for tax purposes.  Leasehold
improvements  are amortized over the shorter of the estimated useful life of the
asset or the period covered by the lease.

The costs of property  retired or otherwise  disposed of are applied against the
related accumulated  depreciation to the extent thereof,  and any profit or loss
on the disposition is recognized in earnings.

D.   Financial Instruments

The fair value of cash and cash  equivalents  approximates the carrying value of
these assets due to the short  duration of these  assets.  The fair value of the
Company's debt was estimated to be the carrying value of these liabilities based
upon borrowing  rates  currently  available to the Company for  borrowings  with
similar terms.

E.   Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of
credit risk consist of cash and cash equivalents and accounts  receivable.  Cash
and  cash   equivalents  are  deposited  with  high  credit  quality   financial
institutions.  The Company's accounts receivable are derived from revenue earned
from  customers  located  primarily  in the  U.S.  and are  denominated  in U.S.
dollars.  During each of the periods  presented,  no one customer  accounted for
more than 10% of net  accounts  receivable.  During  1999,  the  Company had one
customer that accounted for approximately 14% of total net revenues.

F.    Investments in Equity Securities

The Company's investment in Comforce Corporation ("Comforce", see Note 5) common
stock is  classified  in current  assets as  available-for-sale  securities  and
stated at fair value in accordance with the provisions of Statement of Financial
Accounting  Standards  ("SFAS") No. 115 "Accounting  for Certain  Investments in
Debt and Equity Securities". Unrealized holding gains and losses are included in
a separate  component of  shareholders'  equity  (deficit) until  realized.  The
investment  in Comforce  common stock is subject to  liquidity  and market price
risks.

G.    Intangible Assets

The net assets of a purchased  business  are recorded at their fair value at the
date of  acquisition.  The excess of  purchase  price over the fair value of net
assets acquired  (goodwill) is reflected as intangible assets and amortized on a
straight-line  basis  principally  over 20 years.  Technology  and  intellectual
property  acquired for the conduct of the Company's  development  stage business
services  e-commerce business is being amortized on a straight-line basis over 5
years.

The Company  reviews the  carrying  value of its  intangible  assets,  including
goodwill  related to  business  enterprises,  in  accordance  with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of ". The pronouncement  requires that long-lived assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be  recoverable.  Impairment is evaluated by
comparing future cash flows (undiscounted and




                                      F-11
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


without interest  charges)  expected to result from the use or sale of the asset
and its eventual disposition to the carrying amount of the asset. If an asset is
deemed to be impaired it is adjusted to fair value.

H.    Environmental Matters

The Company expenses environmental  expenditures related to past operations from
which no current benefit is discernable. The Company determines its liability on
a site by site basis and has records a liability at the time when it is probable
and can be reasonably estimated. The Company's estimated liability is reduced to
reflect the anticipated  participation of other potentially  responsible parties
in  those  instances  where  it  is  probable  that  such  parties  are  legally
responsible and  financially  capable of paying their  respective  shares of the
relevant  costs.  The  estimated  liability of the Company is not  discounted or
reduced for possible recoveries from insurance carriers. The Company's estimated
liability for environmental matters relates to and is included in liabilities of
discontinued operations in the Company's consolidated financial statements.

I.    Revenue

Entrade is also creating and building business-to-business e-commerce markets in
select  industries,  in some instances  through joint ventures with  established
companies within those industries. In these joint ventures,  Entrade receives an
equity position in exchange for its  contributions of technology,  capital,  and
management resources. In such transactions revenues are expected to be generated
from licensing fees and transaction fees.

Entrade is creating businesses in fragmented industries to negotiate rebates and
volume  discounts from key industry  suppliers for small to mid-size  companies.
The  Internet  is  utilized to deliver  enhanced  web-based  services to provide
electronic  industry-specific  malls for vendors and participants.  Entrade also
receives an equity  position in exchange  for its  contributions  and collects a
percentage  of the volume  rebates and takes a transaction  fee on  transactions
conducted  utilizing  its  e-commerce  technology.  Entrade  also  licenses  its
technology  both  for the  creation  of joint  ventures  and for  direct  use by
individual  companies.  E-commerce  related revenues were not significant during
the year ended December 31, 1999.

Nationwide's  primary revenue is comprised of consignor  commissions and buyer's
premiums. Consignor commissions are fees paid by the consignor to Nationwide for
selling the  consignor's  merchandise.  Consignor fees are negotiated  with each
consignor.  Buyer's premiums are fees paid by a successful bidder to Nationwide,
are based on the sales price of the merchandise and are added on to the purchase
price.  Buyer's premiums are not negotiable;  however,  not all consignors allow
Nationwide to charge a buyer's  premium.  Auction related fees are recognized on
the date merchandise is sold.

J.   Income Taxes

Income taxes are accounted for as  prescribed  in SFAS No. 109  "Accounting  for
Income  Taxes".  Under the asset and liability  method of Statement No. 109, the
Company  recognizes the amount of income taxes payable.  Deferred tax assets and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years those temporary  differences are expected to be recovered or
settled.

K.       Use of Estimates In Preparation of Financial Statements

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.




                                      F-12
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


L.     Stock-Based Compensation

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation".
The  pronouncement  encourages,  but does not  require,  companies  to recognize
compensation  expense  for  grants of stock,  stock  options,  and other  equity
instruments to employees based on new fair value  accounting  rules. The Company
did not adopt the new fair value  accounting,  but instead  chose to comply with
the disclosure requirements of SFAS No. 123.

As  permitted  by SFAS No.  123,  the Company  measures  employee  and  director
compensation  cost in accordance with Accounting  Principles Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees" and related  interpretations.
Accordingly,  no  accounting  recognition  is given to stock  options  issued to
employees  and  directors  that are granted at fair market  value until they are
exercised.  During  1999,  the Company  issued  options to certain  employees at
prices below fair market value on the date of grant.  The Company is recognizing
compensation  expense over the applicable vesting periods for the excess of fair
market value at the date of grant over the option price.

M.     Comprehensive Income

The  Company  reports  comprehensive  income in  accordance  with SFAS No.  130,
"Reporting  Comprehensive Income," which establishes standards for the reporting
and  display of  comprehensive  income  and its  components  in  general-purpose
financial statements.

N.      Product Development Costs

Product  development  costs include expenses incurred by the Company to develop,
enhance,  manage,  monitor and operate the Company's Web sites.  To date product
development costs have been expensed as incurred.  The software development cost
components of product development costs are required to be capitalized beginning
when a product's technological  feasibility has been established and ending when
a product is available for general release to customers.  To date, completion of
a working model of the Company's  products and the date of general  release have
substantially coincided. Costs incurred by the Company between the completion of
the  working  model  and the  point at which the  product  is ready for  general
release have been insignificant. Additionally, development costs associated with
providing content for the Company's Web sites are expensed as incurred.

O.    Segment Information

The  Company  has  adopted  SFAS  No.  131  "Disclosures  About  Segments  of an
Enterprise and Related  Information".  SFAS No. 131 requires certain disclosures
about  operating  segments in a manner that is  consistent  with how  management
evaluates the  performance of the segment.  At December 31, 1999,  Entrade's two
reportable  segments  consist of development  stage business  services  provided
principally by our e-commerce marketplaces and the transaction services business
conducted principally by the Nationwide subsidiary.

P.     Earnings Per Share

The Company has adopted the  provisions  of SFAS No. 128,  "Earnings Per Share".
The  pronouncement  specifies  the  computation,  presentati
on,  and  disclosure
requirements for earnings per share.

Q.     Recently Issued Accounting Pronouncements

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities." This statement  establishes  accounting and
reporting standards for derivative  instruments and requires  recognition of all
derivatives  as assets or  liabilities  in the balance sheet and  measurement of
those  instruments at fair value.  The statement,  as amended,  is effective for
fiscal years beginning  after June 15, 2000.  Management has not determined what
impact  this  standard,  when  adopted,  will  have on the  Company's  financial
statements.

                                      F-13
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


3.       CHANGE OF BUSINESS

                  Entrade

On February 23, 1999,  Artra  entered into an Agreement  and Plan of Merger (the
"Merger Agreement") with Entrade,  WorldWide,  and WWWX Merger Subsidiary,  Inc.
("Merger Sub"), a wholly-owned  subsidiary of Entrade.  Terms of the acquisition
agreement required the Merger Sub to merge into Artra (the "Merger"), with Artra
being the surviving corporation for financial reporting purposes.

On September  22, 1999 Artra's  shareholders  approved  the  transaction  and on
September 23, 1999, the Merger was completed.  As a result of the Merger,  Artra
became a  wholly-owned  subsidiary of Entrade,  and the common  shareholders  of
Artra became  holders of 83% of the common stock of Entrade.  Under the terms of
the  merger  agreement,  the Artra  common  shareholders  received  one share of
Entrade no par common  stock in  exchange  for each share of Artra no par common
stock.  All stock options and warrants  issued by Artra and  outstanding  on the
closing  date of the merger were  converted  on a one for one basis into Entrade
stock options and warrants.  For financial reporting  purposes,  the transaction
has been treated as a recapitalization of Artra with Artra as the acquirer.  All
shareholders'  equity and share  information  has been  restated to reflect this
recapitalization.  Entrade's common stock became listed and commenced trading on
the New York Stock Exchange under the symbol "ETA" on September 24, 1999.

Entrade owns all of the  outstanding  capital stock of entrade.com and currently
owns  25% of the  Class A  common  stock  of  asseTrade.com.  entrade.com  is an
Internet  business-to-business  e-commerce technology subsidiary of Entrade Inc.
seeking to provide asset  disposition  technology  solutions for target markets.
asseTrade.com provides  business-to-business online services that facilitate the
remarketing of industrial machinery, equipment and parts. These services enhance
the  current  operation  of asset  recovery  teams  and  procurement  groups  of
industrial companies.

In connection with the execution of the Merger Agreement,  on February 23, 1999,
Entrade  acquired  certain  software  and  intellectual  property and 25% of the
shares  of  Class A voting  common  stock of  asseTrade.com  (collectively,  the
"Purchased Assets") from WorldWide,  in exchange for 1,800,000 shares of Entrade
common  stock,  $800,000  in  cash  and a  note  for  $500,000,  paid  upon  the
consummation of the Merger. On February 16, 1999, Entrade had agreed with Energy
Trading Company, a wholly-owned  subsidiary of Peco Energy Company,  to issue to
Energy Trading Company 200,000 shares of Entrade common stock, and to pay Energy
Trading Company $100,000,  paid upon the consummation of the Merger, in exchange
for certain retained rights Energy Trading Company held in the Purchased Assets.
Entrade also agreed with both WorldWide and Energy Trading Company that it would
provide a minimum of $4,000,000 in funding for entrade.com.  Under separate loan
agreements,  Artra  agreed to loan  Entrade  up to  $2,000,000  and  advance  an
additional  $250,000  to fund the  $800,000  cash  payment to  WorldWide  and to
provide funding for entrade.com until the consummation of the merger.  Under the
Merger  Agreement,  Artra also agreed to  guaranty  the  $4,000,000  funding for
entrade.com.

In  August  1999,  WorldWide  agreed  to loan  Entrade  up to  $500,000  to fund
Entrade's  operations  for the period  from the date of the loan to the  closing
date under the Merger  Agreement.  Borrowings  totaling  $405,000 were repaid to
WorldWide prior to closing the Merger.

The acquisition has been accounted for as a purchase.  The operating  results of
Entrade have been included in the Company's  consolidated  financial  statements
since the effective date of acquisition.  However, Entrade losses for the period
from February 23, 1999 until the effective  date of the merger in September 1999
have been reflected in the Company's  consolidated  financial  statements as the
economic risks of ownership were assumed by Artra  effective  February 23, 1999.
The amount of the purchase  price  allocated to  intangible  assets  acquired of
approximately $10 million is being amortized over five years.







                                      F-14
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


WorldWide, which holds 1,800,000 shares of Entrade common stock, is subject to a
lockup under the merger  agreement for sales or transfers of its Entrade  shares
until  the first  anniversary  after  the  closing  of the  merger,  subject  to
exceptions for pledges or the distribution of up to 25% of the Entrade shares to
WorldWide's  shareholders.   Subject  to  the  lockup  provision  applicable  to
WorldWide, WorldWide shareholders that receive the distribution may utilize Rule
144 to sell shares.


         Nationwide

In October  1999,  Entrade  completed the  acquisition  of all of the issued and
outstanding  common  stock  of  Public  Liquidations  Systems,  Inc.  and  Asset
Liquidation  Group,  Inc.,  d/b/a  Nationwide  Auction  Systems  ("Nationwide").
Nationwide, which has operated for over 20 years, is one of the nation's largest
volume public auction firms in the disposition of municipality, law enforcement,
corporate and utility company surplus property.

In addition to vehicles and  equipment,  Nationwide  conducts  real property and
jewelry  auctions.  Nationwide  conducts  the auctions at its  facilities  or at
off-site locations. Nationwide has six auction facilities located in California,
Missouri, Delaware, New Mexico and Georgia.

The consideration paid for Nationwide consisted of cash of $6,000,000; 1,570,000
shares of Entrade common stock; short-term promissory notes (the "Notes") in the
principal  amount of $4,800,000;  and promissory notes (the "Term Notes") in the
principal  amount of  $14,000,000,  maturing  October 1, 2001. The Notes and the
Term Notes  provided for interest at an annual rate of 8%. Entrade paid the cash
portion of the  purchase  price out of its existing  cash  assets.  Entrade also
issued 80,000 shares of Entrade  common stock in payment of fees to its agent in
connection with the closing of the transaction.

The acquisition has been accounted for as a purchase.  The operating  results of
Nationwide have been included in the Company's consolidated financial statements
since the  effective  date of  acquisition.  The  amount of the  purchase  price
allocated to intangible assets acquired,  principally goodwill, of approximately
$45 million is being amortized over 20 years.

Holders of  approximately  1,570,000  shares of common stock that were issued in
the Nationwide  acquisition are prohibited from selling more than 500,000 shares
until May 31, 2000, subject to adjustment in certain circumstances.

         printeralliance.com

Effective October 4, 1999,  Entrade acquired all of the Series A Preferred Stock
of printeralliance.com  for cash of $500,000. The cash payment was funded out of
Entrade's   existing  cash  assets.  A   privately-owned   e-commerce   company,
printeralliance.com.  was  formed  in  1999  to  establish  a  buying  group  of
independent  commercial  printers.  printeralliance.com.'s  buying group concept
will offer  independent  commercial  printers cost savings,  equipment and other
services as a result of the leveraged  buying power of the group.  The preferred
shares  acquired by Entrade are  convertible  into a 61% common stock  ownership
interest  in  printeralliance.com  at the option of  Entrade.  Accordingly,  the
acquisition  has been  accounted for as a purchase and the operating  results of
printeralliance.com  have been included in the Company's  consolidated financial
statements  since the effective date of acquisition.  The amount of the purchase
price  allocated to  intangible  assets  acquired is being  amortized  over five
years.

         Other

In October 1999,  entrade.com licensed its technology to  Pricecontainer.com  in
return for a 15% ownership interest.  Pricecontainer.com  is establishing itself
as  an  on-line   reservation  system  for  excess  oceanic  container  shipping
capacities.  Pricecontainer.com  is  developing  business  with  an  established
foreign  global  trading  company.  The Company  accounts for its  investment in
Pricecontainer.com on the cost method.




                                      F-15
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


utiliparts.com  is being  developed  as an  operating  unit and is owned  80% by
entrade.com and 20% by asseTrade.com. utiliparts.com's purpose is to develop and
utilize entrade.com's e-commerce software to provide asset recovery and internal
inventory management services for the utility industry.  In addition to services
provided  through its website,  utiliparts.com  will provide related services in
asset  evaluation,  asset cataloging and the off-line sale or auction of surplus
equipment.

The following  unaudited pro forma  information (in thousands,  except per share
amounts)  presents a summary of the results of  operations  of the Company as if
the  acquisition of Nationwide and the merger with Entrade had been completed as
of January 1, 1998.  There were no  operations  and no  revenues  related to the
assets the  Company  acquired  in  February  1999 to develop  its entry into the
Internet  business-to-business  e-commerce  business.  These assets consisted of
assets  acquired  by the  entrade.com  subsidiary  and  an  equity  interest  in
asseTrade.com.

asseTrade.com had no operations and no revenues when the initial 25% interest in
its  Class A  common  stock  was  acquired  by the  Company  in  February  1999.
Accordingly,  no pro forma results of operations  are presented for the Internet
business-to-business  e-commerce  business for the year ended December 31, 1998,
as in the opinion of management this information would not be meaningful.



                                                 Year Ended       Year Ended
                                                December 31,     December 31,
                                                     1999             1998
                                                 ----------       ----------

Net sales                                        $   17,318       $   19,624
                                                 ==========       ==========

Loss from continuing operations
                                                 $  (22,775)      $   (9,028)
                                                 ==========       ==========

Net earnings (loss)                              $  (22,775)      $   29,902
                                                 ==========       ==========

Basic and diluted net loss per common share:
     Continuing operations                       $    (3.15)      $     (.79)
                                                 ==========       ==========

      Net earnings (loss)                        $    (3.15)      $     2.47
                                                 ==========       ==========


These  unaudited  pro  forma  results  include  certain  adjustments,   such  as
additional amortization expense primarily related to intangible assets, interest
expense on notes payable to Nationwide  selling  shareholders  and  compensation
related to stock options issued to certain employees of acquired companies. They
do not purport to be  indicative  of the results of  operations  which  actually
would have  resulted  had the  acquisitions  occurred on January 1, 1998,  or of
future results of operations.

         Bagcraft

Effective August 26, 1998,  Artra and its wholly-owned  subsidiary BCA Holdings,
Inc.  ("BCA",  the parent of  Bagcraft),  agreed to sell the business  assets of
Bagcraft. Additionally, the buyer agreed to assume certain Bagcraft liabilities.
The  transaction  was  completed on November 20, 1998 and Artra  received  gross
consideration  of  approximately  $88,100,000  in cash.  The  disposition of the
Bagcraft business resulted in a net gain of $35,985,000.

A  substantial   portion  of  the  cash  proceeds  received  from  the  Bagcraft
disposition  was used to  retire  or  otherwise  settle  certain  Bagcraft  debt
obligations.  After the disposition of certain Bagcraft obligations noted above,
Artra  received  net  proceeds  of  approximately  $28,000,000  from the sale of
Bagcraft.  Artra used approximately  $15,200,000 of these net proceeds to retire
its debt  obligations.  Artra used the  remainder  of the  proceeds  for working
capital and to participate in new business opportunities.





                                      F-16
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


         AB Specialty

Effective January 2, 1997,  Bagcraft  purchased the business assets,  subject to
buyer's assumption of certain liabilities, of AB Specialty Holding Company, Inc.
("AB") for consideration  consisting of cash of approximately $2.3 million.  The
purchased assets  consisted  principally of plant and equipment of approximately
$1.3 million and inventory of approximately $1.1 million. The acquisition of AB,
funded through  borrowings under Bagcraft's Credit Agreement,  was accounted for
by the purchase method and,  accordingly,  the assets and liabilities of AB were
included in the Company's  financial  statements at their  estimated fair market
value at the date of  acquisition.  The business  and related  assets of AB were
part of the Bagcraft disposition.

The Company's consolidated financial statements have been reclassified to report
separately  the results of  operations of Bagcraft.  The  operating  results (in
thousands)  for  fiscal  years  1998  and  1997  of  the  discontinued  Bagcraft
subsidiary and net gain on disposal consist of:

                                                  1998         1997
                                               ---------    ---------

Net sales                                      $ 111,342    $ 125,027
                                               =========    =========


Earnings from operations before income taxes
     and minority interest                     $   3,534    $     797

(Provision) credit for income taxeS                  (80)          19

Minority interest                                   (509)      (1,109)
                                               ---------    ---------
Earnings (loss) from operations                    2,945         (293)
                                               ---------    ---------

Gain on sale of Bagcraft subsidiary               37,505         --

Provision for income taxes                        (1,520)        --
                                               ---------    ---------
Gain on disposal of business                      35,985         --
                                               ---------    ---------


Earnings (loss) from discontinued operations   $  38,930    $    (293)
                                               =========    =========

Liabilities  of  discontinued  operations  at  December  31,  1999  and  1998 of
$3,875,000 and $10,328,000,  respectively,  include  redeemable  preferred stock
issues (see Note 8), contractual  obligations,  environmental  matters and other
future  estimated  costs  for  various  discontinued  operations.  Additionally,
liabilities  of  discontinued   operations  at  December  31,  1998  include  an
adjustment  to  the  sales  price  of the  Bagcraft  business  of  approximately
$900,000.

4.            INVESTMENT IN asseTrade.com

On  February  23,  1999,  Entrade  acquired  25% of the shares of Class A voting
common  stock  of  asseTrade.com,  a  provider  of  business-to-business  online
services that facilitate the remarketing of industrial machinery,  equipment and
parts.

In September 1999,  asseTrade.com  entered into an agreement to sell to Internet
Capital Group,  Inc.,  12,669,520  shares of its Series A convertible  preferred
stock for  $11,500,000.  Upon  completion of the  transaction,  and assuming the
conversion  of the  asseTrade.com  Series A preferred  stock into Class A common
stock of asseTrade.com and the issuance of stock options for 7,500,000 shares of
Class A common stock that asseTrade.com






                                      F-17
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


is authorized to issue,  Internet  Capital Group would hold a 25.25% interest in
the Class A common stock of asseTrade.com.  In September 1999,  Internet Capital
Group funded  $5,750,000 of its $11,500,000  equity  investment in asseTrade.com
and the balance of the investment in January 2000.

On January 3, 2000,  Entrade's  Board of Directors  approved a merger  agreement
between  a  newly-formed  merger  subsidiary  of  Entrade  with  Positive  Asset
Remarketing,  Inc. As a result of the merger,  Positive Asset  Remarketing  will
become a wholly owned  subsidiary of Entrade,  and the  shareholders of Positive
Asset Remarketing will receive 900,000 shares of Entrade's common stock (subject
to an increase to  1,000,000  shares in certain  circumstances)  in exchange for
their shares in Positive Asset Remarketing.  Entrade will acquire Positive Asset
Remarketing's   only  asset,  an  interest  in  the  Class  A  common  stock  of
asseTrade.com,  which will double our current interest in asseTrade.com. Class A
common  stock.  After the merger,  and assuming  the full  dilution of Entrade's
interest  (principally  after  conversion of preferred stock and the exercise of
stock  options),  Entrade will hold a 29.3% interest in the Class A common stock
of asseTrade.com. The owners of Positive Asset Remarketing include a director of
Entrade who is also an officer of both entrade.com and asseTrade.com, as well as
two other officers of entrade.com. The transaction is subject to the approval of
Entrade's shareholders.

Summarized  financial data for asseTrade.com at December 31, 1999 (in thousands)
is as follows:


               Revenues                            $  --
                                                   =======
               Operating loss                      $(1,831)
                                                   =======
               Net loss                            $(1,778)
                                                   =======

               Current assets                      $ 4,719
               Noncurrent assets                       283
                                                   -------
                                                   $ 5,002
                                                   =======

               Current liabilities                 $ 1,030
               Noncurrent liabilities                 --
               Redeemable preferred stock            5,750
               Shareholders' deficit                (1,778)
                                                   -------
                                                   $ 5,002
                                                   =======


5.            INVESTMENT IN COMFORCE CORPORATION

At December 31, 1999 and 1998 the Company's  investment in Comforce  Corporation
("Comforce"),  1,525,500 shares,  currently a common stock ownership interest of
approximately 9%, was classified in the Company's  consolidated balance sheet in
current assets as "Available-for-sale securities." At December 31, 1999 and 1998
the gross unrealized gain relating to Artra's investment in Comforce,  reflected
as a separate component of shareholders' equity, was $7,106,000 and $10,920,000,
respectively.  The  investment in Comforce  common stock is subject to liquidity
and market price risks. An attempt to sell a large number of the Comforce shares
over a limited period could be expected to result in a reduction of the value of
those shares.







                                      F-18
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



In January  1996,  Artra's  board of  directors  approved the sale of 200,000 of
Artra's  Comforce  common  shares  to some of the  officers,  directors  and key
employees of Artra for non-interest  bearing notes totaling $400,000.  The notes
are  collateralized  by the related  Comforce common shares.  Additionally,  the
noteholders  have the right to put their  Comforce  shares back to Artra in full
payment of the balance of their notes.

Artra had concluded that, for reporting  purposes,  it had  effectively  granted
options to those  officers,  directors  andkey  employees to acquire  200,000 of
Artra's  Comforce  common shares.  Accordingly,  in January 1996,  these 200,000
Comforce    common    shares   were   removed   from   Artra's    portfolio   of
"available-for-sale  securities" and were classified in its consolidated balance
sheet as other  receivables with an aggregate value of $400,000,  based upon the
value of proceeds to be received upon future exercise of the options.

The disposition of these 200,000  Comforce common shares resulted in a gain that
was deferred and will not be recognized in Artra's  financial  statements  until
the options to purchase  these 200,000  Comforce  common  shares are  exercised.
Prior to the fourth  quarter of 1997,  no options to acquire  any of the 200,000
Comforce  common shares had been  exercised.  During the fourth quarter of 1997,
options  to  acquire  59,500 of these  Comforce  common  shares  were  exercised
resulting in a realized gain of $225,000. During 1998, options to acquire 84,750
of these Comforce  common shares were exercised  resulting in a realized gain of
$320,000. During 1999, options to acquire 20,000 of these Comforce common shares
were exercised resulting in a realized gain of $66,000.

At December 31, 1999 and December 31, 1998, options to acquire 37,250 and 57,250
Comforce common shares,  respectively,  remained unexercised and were classified
in the Company's  consolidated balance sheet as other receivables with aggregate
values of $73,000 and  $103,000  based upon the value of proceeds to be received
upon future exercise of the options.

During 1997,  Artra sold 219,203 shares of Comforce  common stock in the market,
with the net  proceeds of  approximately  $1,700,000  used for working  capital.
During 1997, a lender  received  25,000  Comforce common shares held by Artra as
additional consideration for a short-term loan. The disposition of these 244,203
shares Comforce common stock resulted in realized gains of $2,306,000 during the
year ended December 31, 1997, with cost determined by average cost.

6.       NOTES PAYABLE

Notes payable at December 31, 1999 (in thousands) consist of:

         Amounts due to related parties:
              Entrade 8% term notes due to
              Nationwide selling shareholders, net          $ 4,661
         Nationwide bank line of credit,
              interest at the prime rate plus 1%              1,229
                                                            -------
                                                              5,890
         Less amounts reclassified to
              obligations expected to be settled
              by the issuance of common stock                (4,661)
                                                            -------
                                                            $ 1,229
                                                            =======

In  January  2000,  the  promissory  notes,  net of  amounts  due from a selling
shareholder  of $139,000,  plus accrued  interest,  were  converted into 278,985
shares of Entrade common stock.  Accordingly,  at December 31, 1999, net







                                      F-19
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



amounts due on the promissory notes plus accrued  interest were  reclassified in
the Company's  consolidated  balance sheet as obligations expected to be settled
by the  issuance  of common  stock.  The total  amount  reclassified,  including
accrued interest, was $4,743,000.

The holder of promissory notes with a with a principal  balance of approximately
$4,181,000,  net  of  amounts  due  from  the  noteholder  of  $139,000,  is the
beneficial owner of approximately 9% of the outstanding shares of Entrade common
stock at January  31,  2000.  The holder of  promissory  notes with a  principal
balance of $480,000  is a director  of the  company  and is the Chief  Executive
Officer of Nationwide.

Nationwide has a line of credit with a bank that provides for maximum borrowings
of $3,000,000. Borrowings of $1,229,000 were outstanding as of December 31, 1999
and require monthly interest  payments at the bank's prime rate plus 1% (9.5% at
December 31, 1999). At December 31, 1999, $1,771,000 was available and unused by
Nationwide under the credit agreement. The line of credit expires on December 8,
2000 and is collateralized by the assets of Nationwide.

The line of credit agreement contains various  restrictive  covenants that among
other restrictions require Nationwide to maintain minimum levels of tangible net
worth,  debt to net worth and  profitability  levels.  In addition,  the line of
credit agreement  prohibits changes in ownership of Nationwide.  At December 31,
1999, Nationwide was not in compliance with several provisions of line of credit
agreement.  The bank waived the  conditions  of  non-compliance  that existed at
December 31, 1999 and has subsequently amended the loan agreement.

7.       LONG-TERM DEBT

     Long-term debt at December 31, 1999 (in thousands) consists of:

         Entrade:
            Amounts due to related parties:
                Entrade 8% term notes due
                to Nationwide selling shareholders                  $ 14,000

         Nationwide:
            Note payable, due January 1, 2009, interest at
                8%, collateralized by real estate                      2,194
            Note payable, due January 1, 2004, interest at
                8.25%, collateralized by real estate                     435
            Note payable, due July 15, 2004, interest at
                8.45%, collateralized by real estate,                    419
            Obligations under capital leases, interest at
                10.20%, collateralized by property,
                plant and equipment                                      294
                                                                    --------
                                                                      17,342
                 Current scheduled maturities                         (7,201)
                 Long-term debt reclassified as currently payable     (2,163)
                                                                    --------
                                                                    $  7,978
                                                                    ========






                                      F-20

<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


       Entrade

As part of the  consideration  for the  acquisition of  Nationwide,  the selling
shareholders  received term notes in the principal  amount of  $14,000,000.  The
term notes are  payable  in  several  installments  with the final  payment  due
October 1, 2001.  Interest at 8% is payable quarterly.  The holder of term notes
with a principal balance of $12,600,000 is the beneficial owner of approximately
9% of the  outstanding  shares of Entrade  common stock at January 31, 1999. The
holder of promissory notes with a principal  balance of $1,400,000 is a director
of the company and is the Chief Executive Officer of Nationwide.

In March 2000 the Company entered into an agreement with the Nationwide  selling
shareholders  to convert  the term notes with a remaining  principal  balance of
approximately $10,500,000 into 265,621 shares of Entrade common stock. The notes
originally  provided for  principal  payments of  $3,500,000 in October 2000 and
$7,000,000  in  October  2001.  Completion  of this  transaction  is  subject to
approval by the Company's shareholders.

         Nationwide

In June 1999,  Nationwide obtained $425,000 in notes payable in order to finance
certain  real estate used as an auction  facility  in Atlanta,  Georgia.  During
1998,  Nationwide issued  approximately  $2,735,000 in notes payable in order to
purchase  the real estate  currently  used for its Northern  California  auction
facilities. All the notes are collateralized by the related real estate.

At December 31, 1999,  current  liabilities  included  $2,163,000  of Nationwide
notes  reclassified  from  long-term  debt  to  currently  payable.   This  debt
obligation was incurred by Nationwide during 1998. The lender did not consent to
the change in ownership  relating to our  acquisition  of  Nationwide in October
1999.  In March  2000 this debt  obligation  was paid with  funds  available  on
Nationwide's  line of credit agreement and funds from operations.  Nationwide is
currently  negotiating  with a lender to  refinance  the former real estate note
with a long-term credit facility.

At December 31, 1999 the aggregate amount of yearly maturities of long-term debt
(in thousands) are:


              Year
              2000                           $9,364
              2001                            7,187
              2002                              209
              2003                              221
              2004                              361
                                          ---------
                                           $ 17,342
                                          =========


8.       REDEEMABLE PREFERRED STOCK

         Artra

In  March  1990,   Artra   issued  3,750  shares  of  $1,000  par  value  junior
non-convertible  payment-in-kind  redeemable  Series A  Preferred  Stock with an
estimated fair value of $1,012,000, net of unamortized discount of $2,738,000 as
partial consideration for the acquisition of the former Bagcraft subsidiary.

At  December  31,  1998,  1,849.34  shares  of  Series A  Preferred  Stock  were
outstanding  with  a  carrying  value  of  $2,857,000,   including   accumulated
dividends, net of unamortized discount of $239,000. The Series A Preferred Stock










                                      F-21
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



accrued  dividends  at the rate of 6% per annum and was  redeemable  by Artra on
March 1, 2000 at a price of $1,000 per share plus accrued dividends. Accumulated
dividends of $1,246,000 ($674 per share) were accrued at December 31, 1998.

Under the terms of the Artra/Entrade  merger, as discussed in Note 2, holders of
Artra Series A preferred  stock  received 329 shares of Entrade common stock (an
aggregate  of 608,403  Entrade  common  shares) for each share of Artra Series A
preferred  stock. The Entrade common stock issued,  valued at $9,924,000  (based
upon the  closing  market  price of Entrade  common  stock on the New York Stock
Exchange on September 23, 1999 of $16-5/16),  exceeded the carrying value of the
Artra Series A preferred stock of $3,149,000,  resulting in a loss on redemption
of  redeemable  preferredstock  of  $6,775,000.  This loss was  reflected in the
Company's  consolidated  financial  statements  as a direct  charge  to  paid-in
capital.

         BCA Holdings/Bagcraft

At September  30, 1999,  liabilities  of  discontinued  operations  included BCA
Series A and Series B redeemable preferred shares with aggregate carrying values
of $3,681,000.

In October 1999, the Company's board of directors  approved an offer to exchange
shares of Entrade common stock for the BCA Series A preferred  stock and the BCA
Series B preferred stock.  During the fourth quarter of 1999,  Entrade exchanged
an aggregate of 727,145 shares of common stock for all of the outstanding shares
of BCA Holdings Series A and Series B redeemable  preferred  stock.  The Entrade
common stock issued,  valued at $14,633,000 (based upon the closing market price
of Entrade common stock on the New York Stock  Exchange on the respective  dates
the  exchanged  shares were  tendered),  exceeded the carrying  value of the BCA
Series A  preferred  stock and the BCA Series B preferred  stock of  $3,681,000,
resulting in a loss on redemption of redeemable  preferred stock of $10,952,000.
This loss was reflected in the Company's  consolidated financial statements as a
direct charge to paid-in capital.

At  December  31,  1999 and  December  31,  1998,  liabilities  of  discontinued
operations  included  8,650  shares of  Bagcraft  13.5%  cumulative,  redeemable
preferred  stock  (liquidation  preference  equal to $100 per share),  including
accumulated dividends of $1,315,000.

9.       STOCK OPTIONS AND WARRANTS

         Stock Option Plans

The  Company has stock  option  plans that  provide  for the  granting of either
incentive  or  non-qualified  stock  options  to  officers,  key  employees  and
non-employee  members of the Company's  Board of  Directors.  A summary of stock
option plans is as follows:

         The 1985 and 1996 Option Plans

The  Restated  1985 Stock Option Plan and 1996 Stock Option Plan provide for the
grant of options to purchase  Entrade  common stock that are intended to qualify
as incentive  stock options  under Section 422 of the Internal  Revenue Code and
non-qualified  options to key employees and  non-employee  directors of Entrade,
its subsidiaries and affiliated entities.

As of  December  31,  1999,  Entrade  had  outstanding  options to  purchase  an
aggregate  of  252,403  shares of Entrade  common  stock  granted  to  Entrade's
employees under the 1985 Plan at exercise prices of $3.65 and $3.75.  All of the
options  granted  under  the 1985  Plan are fully  vested  and  expire on either
December19,  2000,  September  19,  2001 or January 8, 2003.  The 1985 Plan will
remain  in  effect  until  all  options  granted  under  the 1985 Plan have been
satisfied  by the  issuance  of  shares  or the  expiration  of the  outstanding
options, but no new options may be granted under the 1985 Plan.














                                      F-22
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


As of  December  31,  1999,  Entrade  had  outstanding  options to  purchase  an
aggregate  of  1,855,351  shares of Entrade  common stock under the 1996 Plan at
exercise prices ranging from $4.75 to $22.3125 per share. An aggregate of 39,000
shares of Entrade common stock remain available for grant under the 1996 Plan as
of December 31, 1999.

         The 1996 Disinterested Directors Stock Option Plan

As of  December  31,  1999,  Entrade  had  outstanding  nonqualified  options to
purchase  an  aggregate  of 85,000  shares of Entrade  common  stock  granted to
directors  under the 1996  Disinterested  Directors  Plan at exercise  prices of
$3.125 to $5.375 per share.


An aggregate of 100,000  shares of Entrade  common  stock remain  available  for
grant under the 1996 Disinterested Director Plan as of December 31, 1999.

         The 1999 Non-Qualified Stock Option Plan

As of  December  31,  1999,  Entrade  had  outstanding  options to  purchase  an
aggregate  of  1,600,000  shares of Entrade  common stock issued to four current
employees of entrade.com under the 1999  Non-Qualified Plan at an exercise price
of $2.75 per share. The options become  exercisable in three equal  installments
on  December 1, 1999,  February  18,  2000 and  February  18, 2001 and expire on
February 23, 2009. The market value of the Company's common stock on the date of
grant of the options was $5.8125 per share,  resulting in deferred  compensation
of  $4,900,000  associated  with the  granting of these  options.  The  deferred
compensation  is being  amortized  over the  vesting  period  of these  options.
Accordingly,  during the year ended  December 31, 1999,  the Company  recognized
compensation expense of approximately $2,996,000 related to these stock options.

         The 1999 Stock Option Plan For Non-Executive Employees

In October 1999, the Company's board of directors  adopted the 1999 Nonqualified
Stock Option Plan For  Non-Executive  Officer  Employees (the "1999 Plan").  The
1999 Plan originally reserved 1,000,000 shares of the Company's common stock for
the  granting of options.  In January  2000,  the  Company's  board of directors
amended the 1999 Plan to increase the number of shares of the  Company's  common
stock reserved for the granting of options under the plan to 2,000,000.

As of  December  31,  1999,  Entrade  had  outstanding  nonqualified  options to
purchase an aggregate of 675,000 shares of its common stock granted to employees
under the 1999 Stock  Option  Plan For  Non-Executive  Employees  at an exercise
prices of $9.00 to $37.00 per share.  The market value of the  Company's  common
stock on the date of grant of options to acquire 550,000 shares of the Company's
common  stock at an  exercise  price of $9.00 per share was  $15.00  per  share,
resulting in deferred  compensation  of $3,300,000  associated with the grant of
these options.  The deferred  compensation  is being  amortized over the vesting
period of these  options.  During the year ended  December 31, 1999, the Company
recognized  compensation expense of approximately $275,000 related to certain of
these stock options.

         Other Option Grants

On  June  28,  1999,  Artra's  board  of  directors  entered  into a  three-year
employment agreement with Mark F. Santacrose,  under which Mr. Santacrose agreed
to  become  the  President  and  Chief  Executive  Officer  of the  Company.  In
connection with such employment,  Mr. Santacrose  received an option to purchase
200,000 shares of the Company's  common stock at an exercise price of $10.00 per
share (exercisable immediately) and 100,000 shares of the Company's common stock
at an  exercise  price of $12.875  per share  (exercisable  commencing  June 28,
2000).  The market value of the  Company's  common stock on the date of grant of
the  options  was  $12.875  per share.  Accordingly,  during  1999,  the Company
recognized compensation expense of $575,000 related to these stock options.

In October 1999, Entrade entered into an employment agreement with an individual
to serve as the chief executive  officer of Nationwide.  The initial term of the
employment  agreement is three years. In connection with such









                                      F-23
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)




employment,  this  individual  was issued a  nonqualified  stock  option for the
purchase of 200,000 shares of Entrade Common Stock at an exercise price of $9.00
per share.  The option became  exercisable in full on the date of the closing of
the Nationwide  acquisition.  The market value of the Company's  common stock on
the date of grant of the options was $15.00 per share. Accordingly, during 1999,
the Company recognized compensation expense of $1,200,000 related to these stock
options.

Effective for the fiscal year ending  December 26, 1996, the Company has adopted
only the  disclosure  provisions of SFAS No. 123,  "Accounting  for  Stock-Based
Compensation".  In 1998 all stock options were granted at exercise  prices equal
to fair market value of the common stock at the date of grant and,  accordingly,
no  compensation  expense was recognized in connection  with the Company's stock
option plans. As discussed above, in 1999  certainstock  options were granted at
exercise  prices less than fair market  value of the common stock at the date of
grant. Compensation cost was recognized in accordance with the provisions of APB
No. 25, "Accounting for Stock Issued to Employees" and related  interpretations.
The Company is  recognizing  compensation  expense over the  applicable  vesting
periods for the excess of fair market  value of the common  stock at the date of
grant over the option  price.  Had  compensation  cost for the  Company's  stock
option plan been determined based on the fair value of the option on the date of
grant for awards in 1999 and 1998,  consistent  with the  provisions of SFAS No.
123, the Company's earnings  applicable to common shares would have been reduced
to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                   Year Ended December 31, 1999    Year Ended December 31, 1998
                                                   ----------------------------    -----------------------

                                                     Pro forma      As Reported     Pro forma   As Reported
                                                   ------------    ------------    ----------    ----------
                                                         (in thousands, except per share data)

      Earnings (loss) applicable to common shares:
<S>                                                  <C>          <C>            <C>           <C>
                  Continuing operations              $  (37,282)  $   (50,136)   $   (6,117)   $   (6,216)
                  Discontinued operations                  --            --          38,930        38,930
                                                     ----------    ----------    ----------    ----------
                       Net  earnings (loss)          $  (37,282)  $   (50,136)   $   32,813    $   32,714
                                                     ==========    ==========    ==========    ==========


     Earnings (loss) per share:
                  Basic and Diluted
                    Continuing operations            $    (3.65)    $   (4.91)   $     (.78)   $     (.79)
                    Discontinued operations                --            --            4.94          4.94
                                                     ----------    ----------    ----------    ----------
                       Net earnings (loss)           $    (3.65)   $    (4.91)   $     4.16 $  $     4.15
                                                     ==========    ==========    ==========    ==========

</TABLE>



The fair value of stock options granted in 1999 and 1998 was estimated using the
Black-Scholes   option  pricing  model  with  the  following   weighted  average
assumptions:

                                                     1999           1998
                                                     -------        ----

           Expected life (years)                       5             5
           Interest rate                               6.0%          5.0%
           Volatility                                 60.0%         50.0%
           Dividend yield                               -             -






                                      F-23
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Information  regarding  all stock option plans for the three years in the period
ended December 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                     1999          1998          1997
                                                  ----------    ----------    ----------

<S>                                                  <C>           <C>           <C>
     Options outstanding at beginning of year        971,250       913,050       917,850
     Options granted                               4,240,750        62,500          --
     Options exercised                              (238,246)       (4,300)       (4,800)
     Options canceled                                 (6,000)         --            --
                                                  ----------    ----------    ----------
     Options outstanding at end of year            4,967,754       971,250       913,050
                                                  ==========    ==========    ==========

      Options exercisable at end of year           2,111,087       971,250       913,050
                                                  ==========    ==========    ==========

     Options available for grant at end of year      464,000     1,604,750     1,667,250
                                                  ==========    ==========    ==========

     Weighted average option prices:
         Outstanding at beginning of year         $     4.52    $     4.61    $     4.61
         Options granted                          $     8.87    $    3.125          --
         Options exercised                        $     4.28    $     3.70    $     3.70
         Options canceled                               --            --            --
         Outstanding at end of year               $     8.24    $     4.52    $     4.61
         Exercisable at end of year               $     5.10    $     4.52    $     4.61

</TABLE>

Significant  option groups outstanding at December 31, 1999 and related weighted
average price and remaining life information are as follows:

                  Options           Options        Exercise       Remaining
 Grant Date     Outstanding       Exercisable       Price        Life (Years)
 ----------     ------------     -------------   ------------   --------------
  12-12-09            15,000            -             $ 37.00          9
  11-11-99           390,000            -           $ 22.3125          9
  11-08-99           100,000            -           $ 19.1875          9
  10-19-99           200,000           200,000        $  9.00          9
  10-19-99           550,000            -             $  9.00          9
  10-09-99           525,000            -           $ 15.8125          9
  10-04-99            30,000            -             $ 15.75          9
  10-04-99            10,000            -           $ 15.8125          9
  07-01-99            70,000            -           $ 12.9375          9
  06-28-99           200,000           200,000        $ 10.00          9
  06-28-99           100,000            -            $ 12.875          9
  02-23-99         1,600,000           533,333        $  2.75          9
  02-02-99            15,000            15,000        $ 5.375          9
  01-06-99           390,898           390,898        $  4.75          9
  05-27-98            50,000            50,000        $ 3.125          8
  10-04-96           469,453           469,453          $5.25          6
  01-08-93           103,300           103,300          $3.75          3
  09-19-91            39,000            39,000         $ 3.65          1
  12-19-90           110,103           110,103         $ 3.65          -









                                      F-25
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


         Warrants

Information  regarding warrants to purchase shares of the Company's common stock
for the three years in the period ended December 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                    1999          1998          1997
                                                 ----------    ----------    ----------
<S>                                               <C>           <C>           <C>
     Warrants outstanding at beginning of year    2,070,000     2,592,350     1,711,032
     Warrants granted                                  --         192,500     1,196,894
     Warrants exercised                          (1,692,289)         --         (35,000)
     Warrants put back                                 --        (500,000)     (114,000)
     Warrants expired                                  --        (214,850)     (166,576)
                                                 ----------    ----------    ----------
     Warrants outstanding at end of year            377,711     2,070,000     2,592,350
                                                 ==========    ==========    ==========

                                                 $     3.00    $     3.00    $     3.50
     Exercise prices per share                           to            to            to
                                                 $     8.00    $     8.00    $     8.00
</TABLE>


The  warrants,  exercisable  from the date of  issue,  expire at  various  dates
through 2003. These warrants were issued principally as additional  compensation
for various  short-terms loans.  During 1998 warrants to purchase 500,000 shares
of the  Company's  common stock at prices  ranging from $3.75 per share to $5.00
per share were put back to Artra for total  consideration of $1,440,000.  During
1997 warrants to purchase 114,000 shares of the Company's common stock at prices
ranging from $5.00 per share to $6.00 per share were put back to Artra for total
consideration of $228,000.

In  November  and  December  1999 the  expiration  dates of warrants to purchase
225,000  shares of the  Company's  common  stock a price of $3.00 per share were
extended to periods  ranging from April 30, 2000 to 30 days after the underlying
shares of common stock have been  registered  for sale with the  Securities  and
Exchange Commission. As a result of this extension the Company incurred interest
expense of $6,229,000 relating to common stock warrants.

In January and February 2000,  warrants were exercised to purchase 41,167 shares
of the  Company's  common stock at prices  ranging from $3.00 per share to $8.00
per share.

In January 2000, in conjunction with certain of the private placements of shares
of its common stock  entered  into in December  1999 and January  2000,  finders
received  warrants to purchase an  aggregate of 20,500  shares of the  Company's
common stock at prices  ranging  from $32.00 per share to $55.65 per share.  The
warrants expire in January 2003.

In February 2000, as part of the consideration for our entrade.com subsidiary to
acquire a 25% interest in TradeTextile.com,  Entrade issued a warrant to acquire
up to 75,000  shares of our common  stock at an  exercise  price of $36.938  per
share. The warrant expires in December 2002.

In March 2000,  as part of the  consideration  for the  agreement  with  Textron
Financial  Corporation to organize a new entity to be known as AssetControl.com,
Entrade  issued  Textron  Financial  Corporation  a  warrant  to  acquire  up to
1,000,000  shares of Entrade  common  stock at an  exercise  price of $39.65 per
share.  The warrant  initially  vests 250,000 shares with the remaining  750,000
shares  scheduled  to  vest  based  upon  certain   performance   standards  for
AssetControl.com.  The market value of the Company's common stock on the date of
grant of the  warrants  was $49.375  per share.  Accordingly,  the Company  will
recognize future charges to operations related to these warrants.

In March 2000, in conjunction with the private placement of the Company's Series
A convertible  redeemable  preferred stock, the investors  received  warrants to
purchase  400,000 shares of Entrade common stock at an exercise price of $41.375
per share, subject to adjustment in certain circumstances.






                                      F-26
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


10.      COMMITMENTS AND CONTINGENCIES

         Lease Commitments

The Company and its subsidiaries  lease certain office and other facilities.  At
December 31, 1999,  future minimum lease payments  under  operating  leases that
have an  initial  or  remaining  noncancellable  term of more  than one year (in
thousands) are:

                             Year
                             ----
                             2000                    $ 1,136
                             2001                      1,102
                             2002                      1,032
                             2003                        905
                             2004                        860
                             After 2004                  385
                                                     -------
                                                     $ 5,420
                                                     =======

Rental expense from continuing operations was $468,000, $138,000 and $134,000 in
fiscal years 1999, 1998 and 1997, respectively. Effective December 1995, a trust
for the benefit of John Harvey, the Company's Chairman of the board of directors
purchased  the  building  in which  the  Company  leases  office  space  for its
corporate headquarters. The lease expired in December 1998 and was extended on a
month-to-month basis. In the second half of 1999, the Company assumed additional
space in the building. Rental expense for this lease was $175,000,  $126,000 and
$126,000 annually for fiscal years 1999, 1998 and 1997, respectively. In January
2000  the  Company   entered  into  a  new  five-year  lease  at  this  building
encompassing  additional  space and  providing  for annual  rental  payments  of
approximately $300,000.

Nationwide  leases  one of its  office  and  yard  facilities  from an  informal
partnership  in  which a  partner  is a former  stockholder  of  Nationwide  and
currently the beneficial owner of approximately 9% of the outstanding  shares of
Entrade  common  stock.  Rental  payments   aggregating  $63,000  were  made  by
Nationwide  to this  partnership  for the three months ended  December 31, 1999,
subsequent to Entrade's  acquisition  of  Nationwide.  Future lease  commitments
under this agreement included in the table above are approximately $1,200,000.

         Employment Contracts

On  June  28,  1999,  Artra's  board  of  directors  entered  into a  three-year
employment agreement with Mark F. Santacrose,  under which Mr. Santacrose agreed
to  become  the  President  and  Chief  Executive  Officer  of the  Company.  In
connection with such employment,  Mr. Santacrose  received an option to purchase
200,000 shares of the Company's  common stock at an exercise price of $10.00 per
share (exercisable immediately) and 100,000 shares of the Company's common stock
at an  exercise  price of $12.875  per share  (exercisable  commencing  June 28,
2000).

Entrade also entered into an employment agreement with an individual to serve as
an executive officer of Nationwide. The initial term of the employment agreement
is three years.  The term will  automatically be extended on each anniversary of
the agreement  commencing with the third  anniversary for one year unless either
party gives notice that it does not wish to extend the employment term not later
than  90  days  preceding  such  anniversary   date.  In  connection  with  such
employment,  this  individual  was issued a  nonqualified  stock  option for the
purchase of 200,000 shares of Entrade Common Stock at an exercise price of $9.00
per share. The Option became exercisable in full on the date of








                                      F-27
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


the  closing  of the  Nationwide  acquisition.  As of the  closing  date  of the
Nationwide acquisition, this individual was appointed as a director of Entrade.

On February 23, 1999, Artra entered into three-year  employment  agreements with
four   individuals   to  manage   the   Company's   entry   into  the   Internet
business-to-business e-commerce and on-line auction business. In connection with
such employment,  the four individuals  received  nonqualified stock options for
the purchase of 1,600,000  shares of the  Company's  Common Stock at an exercise
price of $2.75 per share.  The options vest in three equal  installments  over a
period ending February 18, 2001.

The  Company has other  employment  agreements  with  certain  officers  and key
members of  management.  As of December 31, 1999,  the aggregate  commitment for
future salary payments for all employment contracts is approximately $5,000,000.

         Legal Proceedings

With the  exception of legal  proceedings  and claims that arise in the ordinary
course of Nationwide's  business, the only legal proceedings in which Entrade is
presently  involved  relate  to  Artra  and  its  subsidiaries,  which  are  the
defendants in various business-related  litigation and environmental matters and
product  liability claims. At December 31, 1999 and December 31, 1998, Artra had
accrued  current  liabilities of $1,400,000 and  $1,500,000,  respectively,  for
potential  business-related   litigation  and  environmental   liabilities.   No
liabilities were accrued for the product  liability claims because no reasonable
basis exists on which such claims could be quantified.

         Product liability claims

Since 1983, Artra Group Incorporated,  which has been a wholly-owned  subsidiary
of Entrade since September 1999, has responded to significant  product liability
claims relating to the use of asbestos in the manufacture of products by various
companies,  including a former  Artra  subsidiary.  Reports  from local  counsel
indicate,  as of December 31, 1999,  pending  claims  asserted by  approximately
45,000 plaintiffs (excluding loss of consortium claims), and it is probable that
there are a  significant  number of  additional  claims that remain  unasserted.
Artra has no reasonable  basis on which to quantify the potential  cost to it of
the pending claims and any unasserted claims.

Artra's primary insurance carriers paid approximately $13,000,000 in disposition
of the product  liability claims from 1983 through  September 1998, when Artra's
primary insurance  carriers asserted that Artra's primary insurance coverage for
the claims had been exhausted.  Beginning in September 1998,  certain of Artra's
excess  insurance  carriers,  under a reservation  of the right to deny coverage
liability at a subsequent date, have, under a temporary  agreement which expired
on January  31,  2000,  assumed  the  defense  of the  claims and paid  defense,
settlement  and  indemnity  costs  relating  to  the  claims  of   approximately
$17,500,000 through December 31, 1999. Although Artra is engaged in negotiations
with its excess  insurance  carriers  regarding  their payment of these defense,
settlement and indemnity costs subsequent to January 31, 2000, we can provide no
assurance  that  Artra will be able to  conclude  an  agreement  with the excess
carriers.

Because  of  the  expiration  of  the  temporary  agreement  and  the  uncertain
conclusion of Artra's negotiations with the excess insurance carriers, Artra may
have to advance some or all of these costs,  which could have a material adverse
effect on Artra's  financial  condition,  and seek  reimbursement of these costs
from the excess  insurance  carriers through  litigation or otherwise.  If Artra
were  unable  to  conclude  a  permanent  agreement  with its  excess  insurance
carriers,  a court could also determine that Artra is responsible  for a portion
of the defense and indemnity costs associated with the product liability claims.
Such a finding would also have a material  adverse  effect on Artra's  financial
condition.

Artra's financial  condition could also be materially  adversely affected to the
extent that its  existing  insurance  coverage  and any to which it might become
entitled in the future is not  sufficient  to respond to the  product  liability
claims.  Although  Artra  believes that its remaining  insurance  coverage as of
December 31, 1999 relating to the claims is not less






                                      F-28
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


than  $185,000,000,  Artra can provide no assurance  that the  coverage  will be
adequate to cover Artra's responsibility for the claims. In the event Artra were
unable to satisfy the claims through a combination of insurance coverage and its
own assets,  it is possible that Artra could be forced to seek protection  under
the  federal  bankruptcy  laws.  In such  event,  Entrade  could lose its entire
investment in Artra (approximately $10,200,000 at December 31, 1999). It is also
possible that the plaintiffs asserting the claims against Artra could attempt to
pursue legal action against Entrade.  Entrade believes that no valid legal basis
exists for, and it would have meritorious  defenses  against,  the imposition of
Artra's  liabilities for the claims and Entrade would  vigorously  defend itself
against  any attempt to impose such  liability.  In the event of an  unfavorable
outcome of such legal action however,  there could be a material  adverse effect
upon Entrade's financial condition and results of operations.

         Environmental matters

         EPA notices alleging environmental violations

In April 1994,  the EPA  notified  Artra that it was a  potentially  responsible
party for the  disposal of  hazardous  substances  (principally  waste oil) at a
disposal site in Palmer,  Massachusetts,  generated by a manufacturing  facility
formerly  operated by the Clearshield  Plastics  Division of Harvel  Industries,
Inc., a majority  owned  subsidiary  of Artra.  In 1985,  Harvel was merged into
Artra's Fill-Mor  subsidiary.  This site has been included on the EPA's National
Priorities  List. In February  1983,  Harvel sold the assets of  Clearshield  to
Envirodyne  Industries,  Inc. The alleged  waste  disposal  occurred in 1977 and
1978,  at which time Harvel was a  majority-owned  subsidiary  of Artra.  In May
1994,  Envirodyne and its Clearshield  National,  Inc. subsidiary sued Artra for
indemnification in connection with this proceeding.  The cost of clean-up at the
Palmer,  Massachusetts  site has been estimated to be  approximately  $7,000,000
according  to proofs of claim  filed in the  adversary  proceeding.  A committee
formed by the named potentially  responsible parties has estimated the liability
respecting the activities of Clearshield to be $400,000.  Artra has not made any
independent  investigation  of the  amount  of its  potential  liability  and no
assurances can be given that it will not substantially exceed $400,000.

         Lawsuits seeking recovery of environmental clean-up costs

In a case titled Sherwin-Williams Company v. Artra Group Incorporated,  filed in
1991 in the United States District Court for Maryland,  Sherwin-Williams Company
brought suit  against  Artra and other  former  owners of a paint  manufacturing
facility in  Baltimore,  Maryland,  for recovery of costs of  investigation  and
clean-up of  hazardous  substances  that were  stored,  disposed of or otherwise
released at the  manufacturing  facility.  This  facility was owned by Baltimore
Paint and Chemical  Company,  formerly a subsidiary  of Artra from 1969 to 1980.
Sherwin-Williams'  current  projection of the cost of clean-up is  approximately
$5,000,000 to $6,000,000. Artra has filed counterclaims against Sherwin-Williams
and cross claims  against  other former  owners of the  property.  Artra also is
vigorously  defending this action and has raised numerous  defenses.  Currently,
the case is still in  discovery,  and Artra cannot  determine  what, if any, its
liability may be in this matter.

Artra was named as a defendant  in United  States v.  Chevron  Chemical  Company
brought  in the  United  States  District  Court  for the  Central  District  of
California  in respect to  Operating  Industries,  Inc.  site in Monterey  Park,
California. This site is included on the EPA's National Priorities List. Artra's
involvement  stemmed from the alleged  disposal of hazardous  substances  by The
Synkoloid Company subsidiary of Baltimore Paint and Chemical Company,  which was
formerly owned by Artra.  Synkoloid  manufactured spackling paste, wall coatings
and related  products,  certain of which  generated  hazardous  substances  as a
by-product of the  manufacturing  process.  Artra entered into a consent  decree
with the EPA in which it agreed  to pay  $85,000  for one phase of the  clean-up
costs for this site; however,  Artra defaulted on its payment obligation.  Artra
is presently unable to estimate the total potential liability for clean-up costs
at this site,  which clean-up is expected to continue for a number of years. The
consent  decree,  even if it had been  honored  by Artra,  was not  intended  to
release  Artra from  liability  for costs  associated  with other  phases of the
clean-up at this site.  Artra is  presently  unable to determine  what,  if any,
additional liability it may incur in this matter.






                                      F-29
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


         Other Cases

Bagcraft Packaging, LLC and Packaging Dynamics, LLC filed suit against Artra and
its BCA Holdings, Inc. subsidiary in the Circuit Court of Cook County, Illinois,
on November 22,  1999,  alleging  that Artra  breached a  non-compete  agreement
entered  into  in  connection  with  the  sale of  certain  assets  to  Bagcraft
Packaging,  LLC by  hiring  Mark  Santacrose  as  Chief  Executive  Officer  and
President of Artra.  The plaintiffs seek damages in excess of $5,000,000.  Artra
intends to vigorously defend itself in this action.

While these litigation and environmental matters (exclusive of product liability
claims) involve wide ranges of potential liability,  management does not believe
the outcome of these  matters will have a material  adverse  effect on Entrade's
financial condition or results of operations.

11.      INCOME TAXES

The  provision  (credit)  for income  taxes (in  thousands)  is  included in the
statements of operations as follows:


                                1999      1998       1997
                                ------   -------    -------
     Continuing operations      $-       $  --      $  --


     Extraordinary credit         --        --         --
     Discontinued  operations     --       1,600        (19)
                                ------   -------    -------

                                $ --     $ 1,600    $   (19)
                                ======   =======    =======


A summary of the  provision  (credit)  for  income  taxes (in  thousands)  is as
follows:



                                1999      1998       1997
     Current:                  ------   -------    -------

         Federal
         State                 $ --     $   700    $  --
                                 --         900        (19)
                               ------   -------    -------
                               $ --     $ 1,600    $   (19)
                               ======   =======    =======















                                      F-30
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



11.      INCOME TAXES, continued

Due to the utilization of tax loss carryforwards,  no Federal income tax expense
is reflected  in the  Company's  financial  statements  resulting  from the 1998
earnings from discontinued  operations,  except for Federal  alternative minimum
tax.

In 1999,  1998 and 1997,  the  effective  tax rates from  operations,  including
discontinued operations were 0%, 4.5% and (1.0)%,  respectively,  as compared to
the statutory Federal rate, which are reconciled (in thousands) as follows:


                                               1999        1998        1997
                                           --------    --------    --------

     Provision (credit) for income taxes
         using statutory rate              $ (6,563)   $ 12,013    $    633
     State and local taxes,
         net of Federal benefit                --           900         (19)
     Current year tax loss not utilized       5,592        --        (1,680)
     Deferred finance fee                      --          --           919
     Amortization of goodwill                   370        --           104
     Effect of not including
         all subsidiaries in  the
         consolidated tax return                595        --          --
     Previously unrecognized benefit
         from utilizing tax loss               --       (12,035)       --
          carryforwards
     Alternative minimum tax                   --           700        --
     Other                                        6          22          24
                                           --------    --------    --------
                                           $   --      $  1,600    $    (19)
                                           ========    ========    ========








                                      F-31
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


11.      INCOME TAXES, continued

The  types  of  temporary  differences  between  the tax  bases  of  assets  and
liabilities and their financial reporting amounts that give rise to the deferred
tax  liabilities  and  deferred tax assets at December 31, 1999 and December 31,
1998 and their approximate tax effects (in thousands) are as follows:

<TABLE>
<CAPTION>
                                                                1999                           1998
                                                      --------------------------      ------------------------
                                                      Temporary          Tax          Temporary        Tax
                                                      Difference     Difference       Difference    Difference
                                                      ----------     ----------       ----------    ----------

<S>                                                     <C>           <C>               <C>           <C>
     Investment in Comforce Corporation                 $ 32,700      $ 12,100          $ 36,000      $ 14,000
     Accrued personnel costs                               5,100         1,900                 -             -
     Other                                                 4,200         1,600             2,500         1,000
     Alternative minimum tax carryforward                    700           700                -             -
     Net operating loss                                   14,800         5,500            10,200         4,000
                                                                      --------                        --------
               Total deferred tax assets                                21,800                          19,000
                                                                      --------                        --------

     Accumulated depreciation                               (500)         (200)                -             -
     Other                                                  (800)         (300)             (800)         (300)
                                                                      --------                        --------
               Total deferred tax liabilities                             (500)                          (300)
               Valuation allowance                                     (21,300)                        (18,700)
                                                                      --------                        --------
               Net deferred tax asset
                                                                      $      -                        $      -
                                                                      ========                        ========

</TABLE>

The Company has  recorded a valuation  allowance  with respect to the future tax
benefits and the net operating loss reflected in deferred tax assets as ultimate
realization is not considered more likely than not.

At December 31, 1999,  the Company and its  subsidiaries  had Federal income tax
loss carryforwards of approximately  $14,800,000  expiring principally in 2012 -
2019,  available to be applied against future taxable income,  if any. In recent
years,  the Company has issued  shares of its common stock to repay various debt
obligations,  as  consideration  for  acquisitions,   to  fund  working  capital
obligations and as consideration for various other transactions.  Section 382 of
the Internal  Revenue  Code of 1986 limits a  corporation's  utilization  of its
Federal income tax loss carryforwards when certain changes in the ownership of a
corporation's common stock occurs. In the opinion of management,  the Company is
not  currently  subject  to  such  limitations   regarding  the  utilization  of
substantially all of its Federal income tax loss carryforwards.

12.      EMPLOYEE BENEFIT PLANS

The Company maintains a defined contribution 401(k) plan covering  substantially
all employees. Both employee and employer contributions are generally determined
as a percentage of the covered employee's annual compensation. The total expense
charged to  operations  relating to this plan  amounted to $45,000,  $38,000 and
$28,000 in 1999, 1998 and 1997, respectively.






                                      F-32
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Nationwide  has a qualified,  noncontributory  profit sharing plan in effect for
certain eligible  employees.  The plan provides for contributions by the Company
in such amounts as the Board of Directors may annually determine.  There were no
contributions made to the plan for 1999.

The Company  typically  does not offer the types of benefit  programs  that fall
under the  guidelines of Statement of Financial  Accounting  Standards No. 132 -
Employers' Disclosures about Pensions and Other Postretirement Benefits.

13.      EARNINGS PER SHARE

The Company  computes  earnings per share in accordance  with the  provisions of
SFAS No. 128, "Earnings per Share".  Basic earnings (loss) per share is computed
by dividing the income  available to common  shareholders,  net earnings (loss),
less  redeemable  preferred  stock  dividends,  loss on redemption of redeemable
preferred stock and redeemable  common stock accretion,  by the weighted average
number of shares of common stock outstanding during each period.

Diluted  earnings (loss) per share is computed by dividing the income  available
to common  shareholders,  net earnings (loss),  less redeemable  preferred stock
dividends,  loss on  redemption  of redeemable  preferred  stock and  redeemable
common stock accretion, by the weighted average number of shares of common stock
and common  stock  equivalents  (redeemable  common  stock,  stock  options  and
warrants), unless anti-dilutive, during each period.

Earnings (loss) per share for each of the three fiscal years in the period ended
December  31,  1999 was  computed  as follows  (in  thousands,  except per share
amounts):

<TABLE>
<CAPTION>
                                                              Year Ended             Year Ended             Year Ended
                                                              December 31, 1999      December 31, 1998        December 31, 1997
                                                            --------------------    --------------------    --------------------
                                                             Basic      Diluted       Basic     Diluted       Basic     Diluted
                                                            --------    --------    --------    --------    --------    --------

     AVERAGE SHARES OUTSTANDING:
<S>                                                           <C>         <C>          <C>         <C>         <C>         <C>
       Weighted average shares outstanding                    10,216      10,216       7,891       7,891       7,970       7,970
       Common stock equivalents
           (options/warrants)                                   --          --          --          --          --          --
                                                            --------    --------    --------    --------    --------    --------
                                                              10,216      10,216       7,891       7,891       7,970       7,970
                                                            ========    ========    ========    ========    ========    ========

     EARNINGS (LOSS):
       Earnings (loss)from continuing operations            $(19,304)   $(19,304)   $ (5,707)   $ (5,707)   $  1,066    $  1,066

       Loss on  redemption of
           redeemable preferred stock                        (17,727)    (17,727)       --          --          --          --
       Dividends applicable to
           redeemable preferred stock                           (292)       (292)       (410)       (410)       (693)       (693)
       Redeemable common stock accretion                        --          --          --          --          (400)       (400)
                                                            --------    --------    --------    --------    --------    --------
       Loss from continuing operations
          applicable to common shareholders                  (37,323)    (37,323)     (6,117)     (6,117)        (27)        (27)
       Earnings (loss) from
          discontinued operations                               --          --        38,930      38,930        (293)       (293)
                                                            --------    --------    --------    --------    --------    --------

       Net earnings (loss)                                  $(37,323)   $(37,323)   $ 32,813    $ 32,813    $   (320)   $   (320)
                                                            ========    ========    ========    ========    ========    ========
</TABLE>







                                      F-33
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


13.      EARNINGS PER SHARE, continued

<TABLE>
<CAPTION>
                                                    Year Ended                Year Ended                  Year Ended
                                                December 31, 1999         December 31, 1998            December 26, 1997
                                               ---------------------     ---------------------      ------------------------
                                                Basic       Diluted        Basic      Diluted         Basic        Diluted

PER SHARE AMOUNTS:
  Loss from continuing operations
<S>                                             <C>          <C>            <C>         <C>            <C>             <C>
      applicable to common shares               $ (3.65)     $(3.65)        $ (.78)     $  (.78)       $     -         $   -
  Earnings (loss) from
      discontinued operations                        -            -           4.94         4.94           ( .04)        ( .04)
                                               ---------    --------       --------    ---------     -----------   -----------
  Net earnings (loss) applicable
      to common shares                          $ (3.65)     $(3.65)        $ 4.16      $  4.16        $   (.04)       $ (.04)
                                               =========    ========       ========    =========     ===========   ===========
</TABLE>


14.      LITIGATION SETTLEMENT

In  November,  1993,  Artra  filed suit in the Circuit  Court of the  Eighteenth
Judicial  Circuit  for the state of Illinois  against  Salomon  Brothers,  Inc.,
Salomon  Brothers  Holding  Company,  Inc.,  Charles K.  Bobrinskoy,  Michael J.
Zimmerman,  D.P. Kelly & Associates,  L.P., Donald P. Kelly, James F. Massey and
William Rifkind  relating to the acquisition of Envirodyne  Industries,  Inc. in
1989 by Emerald Acquisition Corp.

Effective  December 31, 1997, the above parties  reached a settlement  agreement
and all pending  litigation  was  dismissed.  Artra  recognized  a gain from the
settlement agreement of $10,416,000 ($1.31 per share), net of related legal fees
and other expenses.

The  Company  and  its   subsidiaries   are  the  defendants  in  various  other
business-related  litigation and environmental matters (see Note 10). Management
does not believe the outcome of these matters  (exclusive  of product  liability
claims)  will  have  a  material  adverse  effect  on  the  Company's  financial
statements.

15.      BUSINESS SEGMENTS

Through  November 20,  1998,  the  Company's  Artra  subsidiary  operated in one
industry segment as a manufacturer of packaging products principally serving the
food  industry.  The  packaging  products  business  was  conducted  by  Artra's
wholly-owned Bagcraft subsidiary, which business was sold on November 20, 1998.

As discussed in Note 3, on February  23, 1999,  Artra  entered into an agreement
with Entrade  providing for the merger of a  wholly-owned  subsidiary of Entrade
with and into Artra. On September 22, 1999,  Artra's  shareholders  approved the
transaction and on September 23, 1999, the merger was completed.  As a result of
the merger,  Artra became a  wholly-owned  subsidiary of Entrade.  For financial
reporting  purposes,  the transaction has been treated as a recapitalization  of
Artra with Artra as the acquirer.

Entrade  is a  business-to-business  company  specializing  in the  creation  of
e-commerce marketplaces.

In October  1999,  Entrade  completed the  acquisition  of all of the issued and
outstanding common stock of Nationwide, which has operated for over 20 years and
is one of the nation's largest volume public auction firms in the disposition of
municipality,  law enforcement,  corporate and utility company surplus property.
In addition to vehicles and  equipment,  Nationwide  conducts  real property and
jewelry auctions.

The  Company  has  adopted  SFAS  No.  131  "Disclosures  About  Segments  of an
Enterprise and Related  Information".  SFAS No. 131 requires certain disclosures
about  operating  segments in a manner that is  consistent  with how  management
evaluates the performance of the segments.  At December 31, 1999,  Entrade's two
reportable segments






                                      F-34
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


consist of  development  stage  business  services  provided  principally by our
e-commerce   marketplaces  and  the  transaction   services  business  conducted
principally by the Nationwide subsidiary.

The  following  table  summarizes   financial   information  for  the  Company's
reportable segments since their respective acquisitions in 1999:

                                                     1999
                                                  --------

     Revenues:
          Development stage business              $     77
          Transaction services                       4,465
                                                  --------
                                                  $  4,542
                                                  ========

     Operating earnings (loss):
          Development stage business              $ (3,331)
          Transaction services                         100
          Corporate expenses                        (4,288)
          Compensation related to stock options     (5,046)
                                                  --------
     Operating loss                                (12,565)
     Equity in loss of asseTrade.com                  (445)
     Interest expense related to stock warrants     (6,229)
     Interest expense, net                            (131)
     Other                                              66
                                                  --------
     Loss from continuing
          operations before income taxes          $(19,304)
                                                  ========

     Total assets:
          Development stage business              $ 11,043
          Transaction services                      53,187
          Corporate                                 12,974
          Investment in asseTrade.com                3,554
                                                  --------
                                                  $ 80,758
                                                  ========

     Capital expenditures:
          Development stage business
                                                  $     98
          Transaction services                         142
                                                  --------
                                                  $    240
                                                  ========




                                      F-35
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


15.      BUSINESS SEGMENTS, continued

                                               1999
                                             ------

     Depreciation and amortization:
          Development stage business         $  550
          Transaction services                  673
                                             ------
                                             $1,223
                                             ======

Nationwide's  primary revenue is comprised of consignor  commissions and buyer's
premiums.  Gross  auction  proceeds  represent the  successful  bid price of the
merchandise  sold.   Nationwide's  gross  auction  proceeds  from  the  date  of
acquisition through December 31, 1999 were $25,446,000.

During 1999,  there were no  significant  intersegment  sales.  One  transaction
services  customer  accounted  for  14%  of the  Company's  total  revenues.  No
significant revenues were generated by development stage business in 1999.

16.      OTHER RELATED PARTY TRANSACTIONS

Artra had total advances due from its then president, Peter R. Harvey (currently
Vice Chairman of Entrade),  of which  $12,621,000,  including  accrued interest,
remained  outstanding at December 31, 1997. These advances provided for interest
at varying rate from 10.5% to 12%. This receivable from Peter R. Harvey had been
classified as a reduction of common shareholders' equity.

Commencing  January  1, 1993 and  through  January  31,  1998,  interest  on the
advances to Peter R. Harvey had been accrued and fully reserved.

In March  1998,  Artra's  Board of  Directors  ratified a proposal to settle Mr.
Harvey's advances as follows:

          Effective December 31, 1997, Mr. Harvey's net advances from Artra were
          offset by $2,816,000  ($5,605,000 net of interest accrued and reserved
          for the  period  1993 -  1997)  to  $12,621,000.  This  offset  of Mr.
          Harvey's advances  represented a combination of compensation for prior
          year  guarantees  of Artra  obligations  to private and  institutional
          lenders,  compensation  in excess of the nominal  amounts  Mr.  Harvey
          received  for the years  1995 - 1997 and  reimbursement  for  expenses
          incurred to defend Artra against certain litigation.

          Effective January 31, 1998, Mr. Harvey's  remaining  advances totaling
          $12,787,000 were paid with  consideration  consisting of the following
          ARTRA/BCA preferred stock held by Mr. Harvey:


                                                                  Face Value
                                                                     Plus
                               Security                        Accrued Dividends
   ------------------------------------------------------      -----------------
   ARTRA redeemable preferred stock, 1,734.28 shares             $   2,751,000
   BCA Holdings Series A preferred stock, 1,784.029 shares           2,234,000
   BCA Holdings Series B preferred stock,  6,172 shares              7,802,000
                                                                 -------------
                                                                 $  12,787,000
                                                                 =============


17.      SUBSEQUENT EVENTS

On January 26, 2000,  Entrade  entered into an agreement  with three  individual
shareholders to acquire 15% of the issued and outstanding shares of ATM Service,
Ltd. ("ATM Service"), for shares of Entrade common stock equal to





                                      F-36
<PAGE>


                          ENTRADE INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


the greater of 352,941 shares, or that number determined by dividing  $6,000,000
by the  average  closing  price  for  Entrade  common  stock  for the five  days
preceding the closing date.  ATM Service,  which is a licensee of  entrade.com's
software,  provides a channel for wholesale  redistribution of consumer oriented
goods  under the name  ATMCenter.com.  The  transaction  is  subject  to various
conditions,  including Entrade  shareholder  approval.  WorldWide,  the majority
owner  of ATM  Service,  is  currently  the  beneficial  owner  of  10.9% of the
outstanding shares of Entrade common stock.

On February 10, 2000,  Entrade agreed with Associates First Capital  Corporation
to  organize  a  new  entity  to  be  known  as   TruckCenter.com  to  create  a
business-to-business  e-commerce  marketplace for the sale of trucks and related
services,   including  financing,   certification,   warranty  and  third  party
inspection.   Entrade  will  invest   $3,000,000   and  be  the  sole  owner  of
TruckCenter.com, but Associates First Capital Corporation will have an option to
purchase a 50% interest.  The target date for the launch of the  TruckCenter.com
website is March 23,  2000.  For the  six-month  period  following  the  launch,
Associates  has agreed to list truck  inventory  on the  website  and not on any
other website  unaffiliated  with  Associates,  and Associates  will provide the
ability to apply for financing services to purchasers.

On February 18, 2000, the Company's wholly-owned  entrade.com subsidiary entered
into an agreement to acquire 1,011,667 shares of Series A Convertible  Preferred
Shares, par value $.001 per share of TradeTextile.com ("Series A Preferred"),  a
warrant to acquire 288,778 shares of Series A Preferred and a warrant to acquire
333,609  shares of Series A Preferred in exchange for  $3,500,000,  a warrant to
acquire  up to  75,000  shares  of  Entrade  common  stock  and the  license  to
TradeTextile.com of entrade.com's software technology.  Pursuant to the terms of
the agreement,  entrade.com will own 35% of  TradeTextile.com on a fully-diluted
basis, assuming the full exercise of its warrants to purchase Series A Preferred
of   TradeTextile.com.   TradeTextile.com   will  provide   business-to-business
e-commerce  for  the  trading  of  yarns,  fabrics,   garments,  raw  materials,
chemicals, and textile quotas, initially targeting the Chinese textile industry.

On March  13,  2000,  Entrade  agreed  with  Textron  Financial  Corporation,  a
subsidiary   of  Textron   Inc.  to  organize  a  new  entity  to  be  known  as
AssetControl.com to create a business-to-business e-commerce marketplace for the
sale of surplus  industrial  equipment,  excess  inventory and  commercial  real
estate. Entrade owns 38% of AssetControl.com with Textron Financial owning 47.5%
of the joint  venture.  Other  partners  include ATM Service,  a  subsidiary  of
WorldWide,  a 9.5% equity  owner and  Safeguard  Scientifics  Inc.,  a 5% equity
owner. As part of the consideration  for this agreement,  Entrade issued Textron
Financial  Corporation  a warrant to acquire up to  1,000,000  shares of Entrade
common  stock at an exercise  price of $39.65 per share.  The warrant  initially
vests 250,000 shares with the remaining  750,000 shares  scheduled to vest based
upon certain performance standards for AssetControl.com. The market value of the
Company's  common  stock on the date of grant of the  warrants  was  $49.375 per
share.  Accordingly,  the Company will  recognize  future  charges to operations
related to these warrants.

In  March   2000   Entrade   acquired   an   additional   equity   interest   in
printeralliance.com.   for   $1,000,000   in   cash   and   now   own   64%   of
printeralliance.com.

In March 2000, Entrade raised approximately $28,500,000 in net proceeds from the
sale of 30,000  shares of Entrade's  Series A convertible  redeemable  preferred
stock.  The  investors  also  received  warrants to purchase  400,000  shares of
Entrade  common  stock at an  exercise  price of $41.375  per share,  subject to
adjustment in certain  circumstances.  The non-voting  Series A preferred stock,
$1,000 par value, bears a 6% dividend payable at Entrade's option in either cash
or common  stock.  For the first fifteen  months after  issuance of the Series A
preferred  stock,  and  subject  to  certain   registration   rights  and  other
conditions,  Entrade  has the  right  to  convert  all or part of the  Series  A
preferred  stock at the lesser of $78.73 per share or 91% of the lowest  closing
sale price of Entrade's  common stock  during the two  consecutive  trading days
ending on the date of the election.  In addition,  Entrade has the right, during
this period to redeem the preferred stock at 115% of its par value. Entrade must
redeem or convert all of the preferred stock within two years of the date of its
issuance,  and,  until the  preferred  stock is redeemed or  converted,  Entrade
cannot pay  dividends on its common stock  without the approval of the preferred
stockholders.  To the extent  that the fair  market  value of the  common  stock
received upon conversion of the preferred stock is deemed to exceed the carrying
value of the Series A preferred stock, a beneficial conversion feature exists. A
deemed dividend to the Series A preferred  shareholders will be reflected to the
extent of any  beneficial  conversion  feature and would  increase  the net loss
available to common shareholders.  The Series A convertible redeemable preferred
stock  will  be  classified  in  Entrade's  consolidated  balance  sheet  in the
mezzanine section between liabilities and shareholders' equity.






                                      F-37
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES


To the Shareholders and Board of Directors
Entrade Inc.
Northfield, Illinois


Our report on of the consolidated  financial  statements of Entrade Inc. and its
Subsidiaries  is  included on page F-2 of this  Annual  Report on Form 10-K.  In
connection  with our audits of such financial  statements,  we have also audited
the related financial statement schedule listed in the index on page F-1 of this
Annual Report on Form 10-K.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.




PricewaterhouseCoopers LLP


Chicago, Illinois
March 29, 2000














                                      F-38
<PAGE>

                          ENTRADE INC. AND SUBSIDIARIES
                 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
        for each of the three years in the period ended December 31, 1999
                                 (in thousands)



<TABLE>
<CAPTION>


        Column A                                    Column B                   Column C                   Column D        Column E
       -----------                               ---------------    -------------------------------    ---------------  ------------
                                                                               Additions
                                                                    ------------------------------
                                                                         (a)             (b)
                                                   Balance at         Charged to      Charged to
                                                  Beginning of        Costs and         Other          Deductions        Balance at
        Description                                  Period            Expenses        Accounts        (Describe)      End of Period
                                                ---------------    ---------------  --------------    -------------    -------------
<S>                                                   <C>               <C>                               <C>                 <C>
For the fiscal year ended December 31, 1999:

   Deducted from assets to which they apply:

      Allowance for doubtful accounts                 $    -                                              $   10(B)         $    10
                                                      =======                                             ======            =======

      Net deferred income tax valuation allowance     $18,700                            $ 2,600                            $21,300
                                                      =======                            =======                            =======



For the fiscal year ended December 31, 1998:

   Deducted from assets to which they apply:
      Allowance for inventory valuation               $ 277             $   21                            $ (298)(D)        $  -
                                                      =====             ======                            ======            =======

      Allowance for doubtful accounts                 $ 275             $   45                            $ (320)(D)        $  -
                                                      =====             ======                            ======            =======

      Net deferred income tax valuation allowance     $30,100                                             $11,400(E)        $18,700
                                                      =======                                             =======           =======


For the fiscal year ended December 31, 1997:

   Deducted from assets to which they apply:

      Allowance for inventory valuation               $ 249             $  172                            $ (144)(C)          $ 277
                                                      =====             =======                           ======            =======

      Allowance for doubtful accounts                 $ 512             $  63                             $ (300)(A)          $ 275
                                                      =====             ======                            ======            =======

      Net deferred income tax valuation allowance     $30,800                                             $ (700)(F)        $30,100
                                                      =======                                             ======            =======

<FN>

(A)  Principally uncollectible accounts written off, net of recoveries.

(B)  Allowance for doubtful accounts related to Nationwide acquisition.

(C)  Principally inventory written off, net of recoveries.

(D)  Principally amounts of discontinued operations.

(E)  Principally  reduction of deferred tax valuation due to  utilization of tax
     loss carryforwards against earnings of discontinued operations.

(F)  Principally revision of estimated net deferred tax liability.

</FN>
</TABLE>







                                      F-39
<PAGE>


Report of Independent Accountants



To the Board of Directors and Shareholders of
Entrade Inc.


         In our opinion,  the accompanying  combined  statements of earnings and
retain earnings and of cash flows present fairly, in all material respects,  the
results of Nationwide Auction Systems operations and its cash flows for the nine
months in the period ended  September 30, 1999, in  conformity  with  accounting
principles  generally accepted in the United States.  These financial statements
are the  responsibility of the Company's  management;  our  responsibility is to
express  an  opinion  on  these  financial  statements  based on our  audit.  We
conducted our audit of these  statements in accordance  with auditing  standards
generally  accepted in the United  States which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.



/s/ PricewaterhouseCoopers LLP



Chicago, Illinois
March 29, 2000
































                                      F-40
<PAGE>

                          Independent Auditors' Report



The Board of Directors
Nationwide Auction Systems:


We have audited the accompanying  combined  balance sheet of Nationwide  Auction
Systems  (the  Company - see note 1(a)) as of December  31, 1998 and the related
combined statements of earnings and retained earnings and cash flows for each of
the  years in the two year  period  ended  December  31,  1998.  These  combined
financial  statements are the  responsibility of the Company's  management.  Our
responsibility is to express an opinion on these combined  financial  statements
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the combined  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of Nationwide Auction
Systems as of December 31, 1998 and the results of its  operations  and its cash
flows for each of the years in the two year period  ended  December  31, 1998 in
conformity with generally accepted accounting principles.




/S/KPMG LLP


Los Angeles, California
March 5, 1999






                                      F-41

<PAGE>

                           NATIONWIDE AUCTION SYSTEMS

                             Combined Balance Sheet


                                                                    December 31
                      Assets                                            1998
                                                                     ----------

Current assets:
     Cash and cash equivalents                                       $  986,000
     Accounts receivable                                                594,000
     Inventories                                                         24,000
     Prepaid expenses                                                    17,000
                                                                     ----------
                 Total current assets                                 1,621,000
                                                                     ----------

Property and equipment, at cost (notes 3, 4 and 5):
     Land                                                             2,021,000
     Land improvements                                                  754,000
     Building                                                           295,000
     Leasehold interest                                                 726,000
     Office furniture and equipment                                     212,000
     Leasehold improvements                                           1,028,000
     Transportation equipment                                           188,000
                                                                     ----------
                                                                      5,224,000
     Less accumulated depreciation and amortization                     315,000
                                                                     ----------
                 Net property and equipment                           4,909,000
                                                                     ----------
Deposits                                                                 70,000
                                                                     ----------

                                                                     $6,600,000
                                                                     ==========

          Liabilities and Stockholder's Equity

Current liabilities:
     Bank lines of credit (note 4)                                   $  929,000
     Current installments of long-term debt (note 5)                    124,000
     Accounts payable                                                 1,197,000
     Accrued expenses                                                   439,000
     Income taxes payable                                                10,000
                                                                     ----------
                 Total current liabilities                            2,699,000
Long-term debt, excluding current installments (note 5)               2,631,000
                                                                     ----------
                 Total liabilities                                    5,330,000
                                                                     ----------

Stockholder's equity:
     Common stock, no par value
        Authorized 5,000 shares; issued
        and outstanding 2,600 shares                                    150,000
     Retained earnings                                                1,120,000
                                                                     ----------
                 Total stockholder's equity                           1,270,000
Commitments, contingencies and
     subsequent events (notes 6,10 and 11)
                                                                     ----------
                                                                     $6,600,000
                                                                     ==========


See accompanying notes to combined financial statements.





                                      F-42
<PAGE>

                           NATIONWIDE AUCTION SYSTEMS

              Combined Statements of Earnings and Retained Earnings


<TABLE>
<CAPTION>
                                                   Nine Months
                                                      ended           Year ended December 31
                                                   September 30,   ----------------------------
                                                       1999            1998            1997
                                                   ------------    ------------    ------------

<S>                                                <C>             <C>               <C>
Net revenues (note 2)                              $ 12,181,000    $ 19,624,000      11,604,000
Cost of sales                                         5,388,000      10,671,000       4,224,000
                                                   ------------    ------------    ------------
              Gross profit                            6,793,000       8,953,000       7,380,000
Operating expenses                                    5,181,000       6,507,000       5,100,000
                                                   ------------    ------------    ------------
              Earnings from operations                1,612,000       2,446,000       2,280,000
Interest income                                         (84,000)       (136,000)       (152,000)
Interest expense                                        268,000          94,000          21,000
Other expenses, net (note 7)                                --            3,000         384,000
                                                   ------------    ------------    ------------
              Earnings before income taxes            1,428,000       2,485,000       2,027,000
State income taxes, all current                          21,000          39,000          30,000
                                                   ------------    ------------    ------------
              Net earnings                            1,407,000       2,446,000       1,997,000
Retained earnings at beginning of period              1,120,000         891,000       1,135,000
Distributions to stockholder                         (2,143,000)     (2,217,000)     (2,241,000)
                                                   ------------    ------------    ------------
Retained earnings at end of period                 $    384,000    $  1,120,000         891,000
                                                   ============    ============    ============

</TABLE>

See accompanying notes to combined financial statements.




















                                      F-43
<PAGE>
                           NATIONWIDE AUCTION SYSTEMS

                        Combined Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                               Nine Months
                                                                                  ended              Year ended December 31
                                                                               September 30,       --------------------------
                                                                                   1999                1998           1997
                                                                               ------------        -----------    -----------
Cash flows from operating activities:
<S>                                                                             <C>                <C>              <C>
     Net earnings                                                               $ 1,407,000        $ 2,446,000      1,997,000
                                                                                -----------        -----------    -----------

     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
           Depreciation and amortization                                            151,000             79,000         64,000
           Loss on disposal of equipment                                               --                9,000           --
           Loss on sale of note receivable                                             --                 --          399,000
           Changes in assets and liabilities:
              (Increase) decrease in:
                 Accounts receivable                                                (10,000)          (202,000)      (226,000)
                 Stockholder advances                                              (339,000)              --          450,000
                 Due from affiliates                                                   --                2,000        140,000
                 Inventories                                                           --                9,000        145,000
                 Prepaid expenses                                                  (113,000)            29,000        (15,000)
                 Deposits                                                           (17,000)           (55,000)       110,000
              Increase (decrease) in:
                 Accounts payable and accrued expenses                            1,740,000            204,000     (1,762,000)
                 Income taxes payable                                               (10,000)            (2,000)         7,000
                                                                                -----------        -----------    -----------
                    Total adjustments                                             1,402,000             73,000       (688,000)
                                                                                -----------        -----------    -----------
                    Net cash provided by operating activities                     2,809,000          2,519,000      1,309,000
                                                                                -----------        -----------    -----------
Cash flows from investing activities:
     Purchases of property and equipment                                         (1,773,000)        (4,711,000)      (115,000)
     Proceeds from the sale of property and equipment                                  --               36,000          9,000
                                                                                -----------        -----------    -----------
                    Net cash used in investing activities                        (1,773,000)        (4,675,000)      (106,000)
                                                                                -----------        -----------    -----------
Cash flows from financing activities:
     Proceeds from note payable                                                     763,000          2,735,000           --
     Proceeds from line of credit                                                   700,000            929,000           --
     Principal payments of long-term debt                                          (531,000)           (78,000)       (77,000)
     Distributions to stockholder                                                (2,143,000)        (2,217,000)    (1,707,000)
                                                                                -----------        -----------    -----------
                    Net cash (used in) provided by financing activities          (1,211,000)         1,369,000     (1,784,000)
                                                                                -----------        -----------    -----------
                    Net decrease in cash and cash equivalents                      (175,000)          (787,000)      (581,000)
Cash and cash equivalents at beginning of period                                    986,000          1,773,000      2,354,000
                                                                                -----------        -----------    -----------
Cash and cash equivalents at end of period                                      $   811,000        $   986,000      1,773,000
                                                                                ===========        ===========    ===========

Supplemental schedule of noncash distributions:
     Distribution of real estate to stockholder                                  $      --         $      --         (588,000)
     Transfer of real estate related debt to stockholder                                --                --           54,000
                                                                                 ===========       ===========    ===========

</TABLE>

See accompanying notes to combined financial statements.





                                      F-44
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998



(1)    Summary of Significant Accounting Principles

       (a)    Background

              Asset Liquidation Group, Inc. and Public Liquidation Systems, Inc.
              dba Nationwide  Auction Systems (the Company) were incorporated in
              the state of Nevada on September  21, 1988 and September 26, 1990,
              respectively.  The  Company's  principal  line of  business is the
              public  auction of  vehicles,  machinery,  equipment,  jewelry and
              other  personal  property on a  consignment  basis.  Auctions  are
              primarily  held  at the  Company's  sites,  but are  also  held at
              various locations throughout the United States.

              The entities are owned and controlled by common ownership.

              Certain advances to affiliates previously presented as receivables
              have  been  accounted  for as  distributions  to the  owner in the
              accompanying 1998 financial statements.

              Additionally,  impairment losses previously  recorded in 1997 have
              been  restated  and  recorded  in 1996.  This has  resulted  in an
              increase  in  other  expenses  in 1996  and a  decrease  in  other
              expenses in 1997.

       (b)    Revenue

              Consigned  goods are sold at public auctions to the highest bidder
              on an "as-is,  where-is" basis.  Gross auction proceeds  represent
              the successful bid price of the  merchandise  sold. The successful
              bidder is  required to pay a minimum 25% deposit on the day of the
              auction.  The balance must be paid by the end of the next business
              day,  otherwise  the deposit is forfeited and the  merchandise  is
              reauctioned. The Company remits to the consignor the gross auction
              proceeds less its consignment fee and any direct costs incurred by
              the Company which are to be borne by the consignor. Gross proceeds
              for the nine months ended  September  30, 1999 and the years ended
              December 31, 1998 and 1997  totaled  $70,832,000  $75,110,000  and
              $66,564,000, , respectively.

              The  buyer  is  generally  required  to  pay  a  buyer's  premium,
              typically a fixed  percentage  of the  successful  bid price and a
              processing fee. The Company's consignment fee, the buyer's premium
              and the  processing  fees are recorded as revenues upon payment by
              the buyer.

       (c)    Cash Equivalents

              For purposes of the statement of cash flows, the Company considers
              all highly liquid  investments  with original  maturities of three
              months or less to be cash equivalents.

       (d)    Inventories

              Inventories,  consisting of various merchandise, are stated at the
              lower  of  cost  (specific-identification   method)  or  estimated
              realizable   value.   Inventories  are  acquired   through  direct
              purchases of auctionable merchandise.







                                      F-45
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998



       (e)    Asset Impairment

              The Company reviews the carrying value of the Company's long-lived
              assets if facts and circumstances suggest that it may be impaired.
              If this review  indicates that the  long-lived  assets will not be
              recoverable,  as determined by an undiscounted  cash flow analysis
              over the remaining  amortization period, the carrying value of the
              Company's long-lived assets would be reduced to its estimated fair
              market  value.

       (f)    Use of Estimates

              Management  of the  Company  has made a number  of  estimates  and
              assumptions  relating  to the  reporting  of assets,  liabilities,
              revenues and expenses and the disclosure of contingent  assets and
              liabilities  to prepare these  financial  statements in conformity
              with  generally  accepted  accounting  principles.  Actual results
              could differ from these estimates.

       (g)    Depreciation and Amortization

              Depreciation  of property  and  equipment  is  computed  using the
              straight-line  method and  accelerated  methods over the estimated
              useful  lives of the  related  assets  ranging  from  four to five
              years.  Land  improvements  and the building are  depreciated on a
              straight-line  basis over the  estimated  useful lives of 20 to 40
              years.  Leasehold  improvements  are amortized on a  straight-line
              basis over their estimated economic useful life or the life of the
              lease, whichever is less.

       (h)    Income Taxes

              The  Company  has  elected to be treated as an S  Corporation  for
              Federal  and  California  state  income tax  purposes.  Under this
              election,  the stockholder of the corporation is personally liable
              for Federal and state income taxes and the Company is liable for a
              minimum  California  state  excise tax of 1.5% of taxable  income.
              Accordingly,   the  accompanying   combined  financial  statements
              contain only a provision for the minimum excise tax.

       (i)    Comprehensive Income

              Effective   January  1,  1998,  the  Company   adopted   Financial
              Accounting  Standards  Board  Statement  No.  130 (SFAS No.  130),
              Reporting Comprehensive Income. SFAS No. 130 requires companies to
              classify items of other comprehensive  income by their nature in a
              financial  statement and display the accumulated  balance of other
              comprehensive   income   separately  from  retained  earnings  and
              additional paid-in capital in the equity section of a statement of
              financial  position.  Comprehensive  income of the  Company is the
              same as net income; accordingly,  the adoption of SFAS No. 130 did
              not affect the Company's financial reporting.







                                      F-46
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998



       (j)    Fair Value of Financial Instruments

              The carrying  amounts of financial  instruments  approximate  fair
              value as of  December  31,  1998 and 1997.  The  carrying  amounts
              related to cash and cash  equivalents,  accounts  receivable,  due
              from affiliates and all current liabilities approximate fair value
              due to the relatively short maturity of such instruments. The fair
              value of long-term  debt is estimated  by  discounting  the future
              cash flows of each instrument at rates currently  available to the
              Company for similar debt  instruments of comparable  maturities by
              the Company's banker.

       (k)    Recently Issued Accounting Standards

              In June 1997, the Financial Accounting Standards Board issued SFAS
              No. 131,  "Disclosures about Segments of an Enterprise and Related
              Information."  SFAS  No.131  establishes  a  standard  for the way
              public business  enterprises  are to report  selected  information
              about  operating  segments.   The  determination  of  an  entity's
              operating segments is based upon a management approach,  including
              the way management organizes the segment within the enterprise for
              making operating decisions and assessing  performance.  Management
              currently  reviews  financial  data  at  the  highest  level,  the
              conducting of public  auctions.  Therefore,  under the  management
              approach of SFAS No.  131,  there is only one  operating  segment.
              Accordingly,  SFAS No. 131 did not have a  material  impact on the
              combined financial statements.

(2)    Related Party Transactions

       Gross auction  proceeds from the sale of consigned  goods on behalf of an
       affiliated  company  aggregated  $3,031,000, $3,445,000 and $470,000 from
       which  the  Company  earned   commissions,   buyers'  premiums  and  fees
       aggregating  $422,000,  $536,000  and $70,000  for the nine months  ended
       September  30,  1999 and the  years  ended  December  31,  1998 and 1997,
       respectively.

       The Company leases one of its office and yard facilities from an informal
       partnership  in which a partner is also the  stockholder  of the Company.
       See note 6.

(3)    Leasehold Interest

       Property and equipment  includes a leasehold interest valued at $726,000,
       the cash  consideration  paid,  representing  the Company's  right to use
       certain land, land improvements and a building through May 8, 2031.

(4)    Bank Credit Lines

       The Company had two lines of credit  with two  different  banks for total
       available  borrowings of $3,500,000.  The Company's  first credit line of
       $1,000,000  at  December  31, 1997 was reduced to $500,000 as of December
       31,  1998.  Borrowings  under this  agreement  require  monthly  interest
       payments at the bank's prime rate.  As of December  31, 1998,  no amounts
       were outstanding under this line of credit. The second line of credit was
       entered into in 1998 and provides for maximum  borrowings of  $3,000,000.
       Borrowings of $1,229,000  and $929,000 were  outstanding  as of September
       30, 1999 and December 31, 1998 and require monthly  interest  payments at
       the bank's prime rate plus 1%.





                                      F-47
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998



       The  second  credit  line  includes  financial  covenants  with which the
       Company is in  compliance  as of  December  31,  1998.  No  amounts  were
       outstanding under either line at December 31, 1997. The first credit line
       expired on June 30, 1999,  and the second credit line expires on December
       8, 2000.  Both credit  lines are secured by the assets of the Company and
       have been personally guaranteed by the stockholder of the Company.

       The  second  line  of  credit  agreement  contains  various   restrictive
       covenants,  that among other restrictions  require Nationwide to maintain
       minimum levels of tangible net worth, debt to net worth and profitability
       levels.  In  addition,  the  second  line of credit  agreement  prohibits
       changes in ownership of Nationwide.  At September 30, 1999 Nationwide was
       not in compliance  with the provisions of this line of credit  agreement.
       The bank has waived the  conditions  of  non-compliance  that  existed at
       September 30, 1999 and has subsequently amended the loan agreement.


(5)    Long-Term Debt

       Long-term debt at December 31, 1998 is summarized as follows:

       Note payable, due August 28, 1999,
           with interest at 10.25% per annum,
           secured by property and equipment,
           principal and interest payable
           monthly in equal installments of $2,563               $   20,000
       Note payable, due January 1, 2009,
           with interest at 8%
           secured by real estate                                 2,222,000
       Note payable, due January 1, 2004,
           with interest at 8.25%,
           secured by real estate                                   513,000
                                                                 ----------
                                                                  2,755,000
       Less current installments                                    124,000
                                                                 ----------
                                                                 $2,631,000
                                                                 ==========



       The Company obtained  approximately  $2,735,000 in notes payable in order
       to  purchase  real  estate in 1998.  The  Company  has moved its  auction
       facilities to the newly  purchased real estate and has vacated its leased
       auction  facilities in Northern  California.  All long-term debt has also
       been personally guaranteed by the stockholder of the Company.

       Total  principal  repayments  under all  long-term  debt  agreements  are
       summarized as follows:

                             1999                  $    124,000
                             2000                       124,000
                             2001                       135,000
                             2002                       147,000
                             2003                       159,000
                             Thereafter               2,066,000
                                                     ----------
                                                   $  2,755,000
                                                     ==========



                                      F-48
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998



(6)    Commitments

       The Company leases certain  equipment and facilities under  noncancelable
       operating  leases.  Future  minimum rental  payments  required under such
       operating leases are summarized as follows as of December 31, 1998:

                      Year ending December 31:
                          1999                       $    521,000
                          2000                            469,000
                          2001                            379,000
                          2002                            306,000
                          2003                            252,000
                          Thereafter                      420,000
                                                       ----------
                                                     $  2,347,000
                                                       ==========


       The Company leases one of its office and yard facilities from an informal
       partnership in which a partner is the stockholder of the Company.  Rental
       payments  aggregating $178,000 and $257,000 and $249,000 were made by the
       Company to this  partnership for the nine months ended September 30, 1999
       and the years  ended  December  31, 1998 and 1997,  respectively.  Future
       lease  commitments  under this  agreement and included in the table above
       approximate $1,700,000.

       Total rent and related  expenses for the nine months ended  September 30,
       1999 and the years ended  December 31, 1998 and 1997,  including  related
       party rents, aggregated $688,000,  $652,000 and $627,000 respectively.


(7)    Sale of Note Receivable

       During 1997, the Company sold certain nonperforming notes receivable from
       companies  which  are  affiliated  by  their  common   ownership  by  the
       shareholder of the Company to an unrelated  party resulting in a net loss
       of $399,000 which is included in other expenses  (income) in the combined
       statement of earnings and retained earnings for 1997.






                                      F-49
<PAGE>


                           Nationwide Auction Systems

                     Notes to Combined Financial Statements

                    September 30, 1999 and December 31, 1998




(8)    Profit Sharing Plan

       The Company  has a  qualified,  noncontributory  profit  sharing  plan in
       effect  for  certain   eligible   employees.   The  plan   provides   for
       contributions  by the Company in such  amounts as the Board of  Directors
       may annually determine.  There were no contributions made to the plan for
       the nine months ended September 30, 1999 and the years ended December 31,
       1998 and 1997.


(9)    Stockholder's Equity

       During  1997,  real  estate  with  a  net  book  value  of  $585,000  was
       distributed  to the  stockholder.  Also during 1997,  real estate related
       debt of $54,000 was transferred to the stockholder.


(10)   Contingencies

       The Company is subject to legal  proceedings and claims,  which arise, in
       the  ordinary  course of  business.  In the  opinion of  management,  any
       ultimate  liability  with respect to these  actions  will not  materially
       affect the financial statements of the Company taken as a whole.


(11)   Subsequent Events (Unaudited)

       On October 19, 1999, Entrade Inc.  ("Entrade")  completed the acquisition
       of all of the outstanding  capital stock of Nationwide for  consideration
       consisting  of the  following:  (a) an aggregate  of 1,650,000  shares of
       Entrade  common stock,  including  80,000 shares of Entrade  common stock
       issued in payment of finders fees in  connection  with the  transacation;
       (b) promissory  notes (the "Notes") in the aggregate  principal amount of
       $4,800,000, maturing on November 29, 1999; (c) an aggregate of $6,000,000
       cash;  and (d)  promissory  notes  (the "Term  Notes")  in the  aggregate
       principal amount of $14,000,000,  maturing October 1, 2001. The Notes and
       the Term Notes bear  interest at an annual rate of 8%.  Entrade  paid the
       cash portion of the purchase price with its existing cash assets.

       In January 2000, the Notes with a principal amount of $4,800,000,  net of
       amounts  due  from  a  selling  shareholder  of  $139,000,  plus  accrued
       interest, were converted into 278,985 shares of Entrade common stock.

       In March 2000 the Entrade  entered into an agreement  with the Nationwide
       selling shareholders to convert the term notes with a remaining principal
       balance  of  approximately  $10,500,000  into  265,621  shares of Entrade
       common stock.  The notes  originally  provided for principal  payments of
       $3,500,000 in October 2000 and $7,000,000 in October 2001.  Completion of
       this transaction is subject to approval by the Entrade's shareholders.

       As  discussed  in  Note  5, in  1998  Nationwide  obtained  approximately
       $2,735,000  in notes  payable in order to  purchase  real  estate.  As of
       October 19, 1999,  Nationwide was not in compliance  with one of the note
       agreements.  The  lender  did not  consent  to the  change  in  ownership
       relating to Entrade's acquisition of Nationwide.  In March 2000 this debt
       obligation of  approximately  $2,100,000 was paid with funds available on
       Nationwide's line of credit agreement and funds from operations.














                                      F-50
<PAGE>
Report of Independent Auditors

Board of Directors
asseTrade.com, Inc.

We have  audited  the  accompanying  balance  sheet of  asseTrade.com,  Inc.  (a
development  stage  enterprise)  as  of  December  31,  1999,  and  the  related
statements  of  operations  and cash  flows  for the year  then  ended,  and the
statement  of  shareholders'  deficit for the period  December 11, 1998 (date of
inception)  through  December  31,  1999.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of asseTrade.com, Inc. at December
31, 1999, and the results of its operations and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States.



                                                           /s/ ERNST & YOUNG LLP

Philadephia, Pennsylvania
February 14, 2000










                                    F-51
<PAGE>


                                INDEX OF EXHIBITS



     Exhibit Number

         2.1               Agreement and Plan of Merger dated as of February 23,
                           1999 among Artra,  WorldWide Web NetworX  Corporation
                           ("WWWX"), NA Acquisition Corp. ("NAAC") (now known as
                           Entrade  Inc.)  and  WWWX  Merger  Subsidiary,  Inc.;
                           Amendment to Agreement and Plan of Merger dated as of
                           April 30, 1999;  Second  Amendment  to Agreement  and
                           Plan of Merger dated as of May 14, 1999. (1)

         3.1               Articles of Incorporation of Entrade. (1)

         3.2               Bylaws of Entrade. (1)

         3.3               Statement   with   Respect  to  Shares  of  Series  A
                           Convertible  Preferred Stock of Entrade Inc. as filed
                           with   the   Secretary   of   Commonwealth   of   the
                           Commonwealth of Pennsylvania on March 24, 2000. (8)

         *4.1              Restated 1985 Stock Option Plan. (6)

         *4.2              1996 Stock Option Plan; (6)

         *4.3              1996 Disinterested Directors Stock Option Plan; (6)

         *4.4              1999 Employment Agreement Option (6)

         *4.5              1999 Stock  Option Plan for  Non-Executive  Employees
                           (7)

         *4.6              1999  Non-qualified  Stock  Option  Plan of Artra and
                           form of Non-Qualified Stock Option Agreement. (1) 4.7
                           Form of Warrant to Purchase Common Stock. (3)

         *4.8              Warrant to Purchase Common Stock dated as of February
                           7, 2000 granted to Braden Sutphin Ink Company. (4)

         4.9               Warrant  Agreement  and Form of Warrant  to  Purchase
                           Common  Stock of  Entrade  Inc.  dated as of March 9,
                           2000  between  Entrade  Inc.  and  Textron  Financial
                           Corporation. (9)

         4.10              Form of Warrant to Purchase  Common  Stock of Entrade
                           Inc.   dated  March  24,  2000,   issued  to  certain
                           investors. (8)

         10.1              Acquisition  Agreement  dated as of February 23, 1999
                           between WWWX and NAAC. (1)

         10.2              Bill of Sale and  Instrument  of  Assignment  of WWWX
                           dated February 23, 1999. (1)

         10.3              Promissory  Note dated as of February 23, 1999 in the
                           principal  amount of $500,000 issued by NAAC to WWWX.
                           (1)

         10.4              Agreement  dated as of February 16, 1999 among Energy
                           Trading  Company,  WorldWide Web NetworX  Corporation
                           and NAAC. (1)

         10.5              Loan Agreement  dated as of February 23, 1999 between
                           Artra and NAAC. (1)





                                      E-1
<PAGE>


         10.6              Promissory  Note dated as of February 23, 1999 in the
                           principal  amount  of  $1,400,000  issued  by NAAC to
                           Artra. (1)

         10.7              Guaranty  dated as of February  23, 1999 made by WWWX
                           in favor of Artra to secure the  obligations of NAAC.
                           (1)

         10.8              Pledge  Agreement  dated  as  of  February  23,  1999
                           between Artra and NAAC. (1)

         10.9              Security  Agreement  dated as of  February  23,  1999
                           between Artra and NAAC. (1)

         *10.10            Employment  Agreement  dated as of February  23, 1999
                           between Artra and Robert D. Kohn. (1)

         *10.11            Employment  Agreement as of February 23, 1999 between
                           Artra and Benjamin Kafka. (1)

         *10.12            Employment  Agreement  dated as of February  23, 1999
                           between Artra and Gary Lerman (1)

         *10.13            Employment  Agreement  dated as of February  23, 1999
                           between Artra and Mark L.M. Quinn.  (1)

         10.14             Finders  Agreement  between Artra and Jeffrey Newman.
                           (1)

         10.15             Agreement  dated as of December  11, 1998 among Henry
                           Butcher USA, Inc.,  Michael Fox  International,  Inc.
                           Butcher Fox, LLC,  Positive Asset  Remarketing,  Inc.
                           and asseTrade.com, Inc. (1)

         10.16             Software  License  Agreement dated as of December 11,
                           1998 between  asseTrade.com,  Inc. and  BarterOne LLC
                           (d/b/a entrade.com). (1)

         10.17             Stock Purchase Agreement dated as of October 15, 1999
                           among Entrade Inc., Don Haidl,  Corey P. Schlossmann,
                           Peggy  Haidl,  as trustee of the Capital  Direct 1999
                           Trust  and  the  Core   Capital   IV  Trust,   Public
                           Liquidation  Systems,  Inc.,  and  Asset  Liquidation
                           Group,  Inc.  and  the  Closing  Letter  dated  as of
                           October  15,  1999  among  all  parties  to the Stock
                           Purchase  Agreement,   without  schedules  and  other
                           exhibits.  Entrade  agrees to furnish  supplementally
                           copies of these schedules and other exhibits  omitted
                           to the Commission upon request. (2)

         10.18             Promissory  Note  dated as of October  15,  1999 from
                           Entrade  to Don  Haidl,  in the  principal  amount of
                           $4,320,000. (2)

         10.19             Promissory  Note  dated as of October  15,  1999 from
                           Entrade  to Corey P.  Schlossmann,  in the  principal
                           amount of $480,000. (2)

         10.20             Promissory  Note  dated as of October  15,  1999 from
                           Entrade  to Don  Haidl,  in the  principal  amount of
                           $12,600,000. (2)

         10.21             Promissory  Note  dated as of October  15,  1999 from
                           Entrade  to Corey P.  Schlossmann,  in the  principal
                           amount of $1,400,000. (2)

         *10.22            Employment  Agreement  dated as of October  15,  1999
                           between Entrade and Corey P. Schlossmann. (2)

         *10.23            Stock Option  Agreement  dated as of October 15, 1999
                           between Entrade Inc. and Corey P. Schlossmann. (2)




                                      E-2
<PAGE>


         10.24             Stock  Restriction and Registration  Rights Agreement
                           dated as of October 15, 1999 between Entrade Inc. and
                           the Sellers. (2)

         *10.25            Employment  Agreement dated November 11, 1999 between
                           Entrade and Mark P. Miller. (4)

         *10.26            Employment  Agreement dated November 11, 1999 between
                           Entrade and Carrie L. Shea. (4)

         *10.27            Employment  Agreement  dated October 22, 1999 between
                           Entrade and Anthony E. Rothschild. (4)

         10.28             Subscription and Investment  Representation Agreement
                           entered  into by  Flybridge  & Company - Sun  America
                           Growth  Opportunities  Fund on December  20, 1999 and
                           accepted by Entrade on December 21, 1999. (3)

         10.29             Subscription and Investment  Representation Agreement
                           entered into by Parisa  Company - Style Select Series
                           Aggressive  Growth Portfolio on December 20, 1999 and
                           accepted by Entrade on December 21, 1999. (3)

         10.30             Subscription and Investment  Representation Agreement
                           entered  into by  Fleetfooted  & Company - SunAmerica
                           Small  Company  Growth Fund on December  20, 1999 and
                           accepted by Entrade on December 21, 1999. (3)

         10.31             Subscription and Investment  Representation Agreement
                           entered  into by  Flagline  &  Company  -  SunAmerica
                           Series Trust Aggressive  Growth Portfolio on December
                           20,  1999 and  accepted  by Entrade on  December  21,
                           1999. (3)

         10.32             Subscription  and Investment  Registration  Agreement
                           entered  into by  Sisyphus  & Company - Style  Select
                           Series Mid-Cap Growth  Portfolio on December 20, 1999
                           and accepted by Entrade on December 21, 1999. (3)

         10.33             Subscription  and Investment  Registration  Agreement
                           entered  into by Stewart  Greenebaum  on December 23,
                           1999 and  accepted  by the  Company on  December  23,
                           1999. (3)

         10.34             Subscription  and Investment  Registration  Agreement
                           entered into by James Filler on December 30, 1999 and
                           accepted by the Company on December 30, 1999. (3)

         10.35             Subscription  and Investment  Registration  Agreement
                           entered into by Elliott Associates, L.P. and Westgate
                           International, L.P. on December 30, 1999 and accepted
                           by the Company on December 30, 1999. (3)

         10.36             Subscription  and Investment  Registration  Agreement
                           entered into by Lunn Partners Multiple  Opportunities
                           Portfolio L.P. on January 3, 2000 and accepted by the
                           Company on January 3, 2000. (3)

         10.37             Subscription  and Investment  Registration  Agreement
                           entered into by Dr. Richard A. Chaifetz on January 3,
                           2000 and  accepted by the Company on January 5, 2000.
                           (3)

         10.38             Agreement and Plan of Merger dated as of December 31,
                           1999 among Entrade, Inc., Positive Asset Remarketing,
                           Inc.,   a   Nevada   corporation,    Positive   Asset
                           Remarketing,   Inc.,  a  Massachusetts   corporation,
                           Robert D.  Kohn,  Benjamin  Kafka,  Mark  Quinn,  and
                           Entrade Merger Subsidiary, Inc. (3)





                                      E-3
<PAGE>


         10.39             Subscription  and Investment  Registration  Agreement
                           entered into by A.T.  Kearney on January 28, 2000 and
                           accepted by the Company on January 28, 2000. (4)

         10.40             Stock Purchase Agreement dated January 26, 2000 among
                           Entrade, Inc., Warren Rothstein, Thomas Settineri and
                           Gary Levi. (5)

         10.41             Investment  Agreement  dated as of February  18, 2000
                           among entrade.com, Inc. and TradeTextile.com. (5)

         10.42             Term Sheet  dated as of  February  10,  2000  between
                           Entrade and Associates Commercial Corporation. (5)

         10.43             Operating Agreement Of Assetcontrol.Com,  LLC made as
                           of March 9, 2000. (9)

         10.44             Contribution  Agreement  dated as of  March  9,  2000
                           between Entrade Inc. and AssetControl.com, LLC (9)

         10.45             Non-Competition  Agreement  dated as of March 9, 2000
                           among   AssetControl.com,   LLC,  Textron   Financial
                           Corporation, Entrade Inc. and ATM Service, Ltd. (9)

         10.46             Credit Agreement dated as of December 8, 1998 between
                           Asset Liquidation Group, Inc. and Imperial Bank. (9)

         10.47             Modification  And  Amendment  To Standard  Industrial
                           Lease-Special   Net  dated   September  1,  1990,  as
                           modified  on August 20,  1993  ("Amendment")  entered
                           into  effective  as of the 15th day of October,  1999
                           ("Effective  Date"),   between  Guy  Christensen  and
                           Jeanne Christensen, husband and wife; Rudy Macias and
                           Tina Macias,  husband and wife; and Don G. Haidl,  an
                           unmarried man (hereinafter  collectively  referred to
                           as  "Lessor"  or  "Landlord")  and Asset  Liquidation
                           Group, Inc.  (hereinafter  referred to as "Lessee" or
                           "Tenant"). (9)

         10.48             Promissory  Note  Satisfaction  Agreement dated as of
                           March 10, 2000, between Entrade Inc. and Don Haidl.
                           (9)

         10.49             Promissory  Note  Satisfaction  Agreement dated as of
                           March  10,  2000,  between  Entrade  Inc.  and  Corey
                           Schlossmann. (9)

         10.50             Registration Rights Agreement,  dated as of March 24,
                           2000,  among  Entrade  Inc. and the  investors  named
                           therein. (8)

         10.51             Securities  Purchase  Agreement,  dated  as of  March
                           24,2000,  among Entrade Inc. and the investors listed
                           on the Schedule of Buyers attached thereto. (8)

         21                Subsidiaries.

         23.1              Consent of PricewaterhouseCoopers LLP. (9)

         23.2              Consent of KPMG LLP.

         23.3              Consent of Ernst & Young LLP.

         27                Financial Data Schedule




(1)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-4  (Registration  No.  333-79175)  filed  with the  Securities  and
     Exchange Commission on May 24, 1999.







                                      E-4
<PAGE>


(2)  Incorporated by reference to the Registrant's Report on Form 8-K filed with
     the  Securities  and Exchange  Commission  on October 28,  1999.  (File No.
     1-15303).

(3)  Incorporated by reference to the Registrant's Report on Form 8-K filed with
     the  Securities  and Exchange  Commission  on January 25,  2000.  (File No.
     1-15303).

(4)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form  S-1  (Registration  No.  333-96523)  filed  with the  Securities  and
     Exchange Commission on February 10, 2000.

(5)  Incorporated by reference to the Registrant's Report on Form 8-K filed with
     the Securities and Exchange Commission on March 2, 2000. (File No 1-15303).

(6)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-8  (Registration  No.  333-  88039)  filed with the  Securities  and
     Exchange Commission on September 29, 1999.

(7)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-8  (Registration  No.  333-  91409)  filed with the  Securities  and
     Exchange Commission on November 22, 1999.

(8)  Incorporated by reference to the Registrant's Report on Form 8-K filed with
     the  Securities  and  Exchange  Commission  on March  29,  2000.  (File No.
     1-15303).

(9)  Incorporated by reference to the  Registrant's  Report on  Form 10-K  filed
     with the Securities and Exchange Commission on March 30, 2000.
     (File No. 1-15303).



*    Compensatory Plan or management contract.














                                      E-5