EXHIBIT 10.44

                             CONTRIBUTION AGREEMENT


         CONTRIBUTION  AGREEMENT  ("Agreement") made as of the 9th day of March,
2000,  between Entrade,  Inc., a Pennsylvania  corporation  having its principal
place of business at 500 Central Avenue,  Northfield,  IL 60093 ("Seller"),  and
AssetControl.com, LLC, a Delaware limited liability company having its principal
place of business at 40  Westminster  Street,  Providence,  Rhode  Island  02903
("Purchaser").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, Seller is and has been engaged in the business of, among other
things,  developing  and  licensing  computer  software  for  use  in  providing
electronic asset disposition services; and

         WHEREAS, Purchaser desires to acquire, and Seller desires to contribute
a  non-exclusive  license to such  software and services in exchange for certain
membership interests in Purchaser; and

         WHEREAS,  Purchaser is unwilling to consummate  this  Agreement  unless
Seller makes  certain  representations  and  warranties  and agrees to indemnify
Purchaser, all as herein provided.

         NOW,  THEREFORE,  in  consideration of the mutual promises set forth in
this Agreement,  and for other good and valuable consideration,  the receipt and
sufficiency of which is acknowledged, the parties agree as follows:

                          ARTICLE I - PURCHASE AND SALE

         Subject to the terms and conditions set forth in this Agreement, Seller
hereby contributes,  assigns, transfers,  conveys and delivers to Purchaser, and
Purchaser  hereby  acquires and accepts  from  Seller,  the assets and rights of
Seller listed on Schedule I attached hereto as the same shall exist on the close
of business on the date hereof (the "Closing Date") (the "Contributed Assets").

         ARTICLE II - MEMBERSHIP INTEREST AND ASSUMPTION OF LIABILITIES

         Section 2.1.  Membership Interest.

         In  consideration   of  the  contribution  of  Contributed   Assets  to
Purchaser,  Seller has obtained from Purchaser 380 membership units in Purchaser
as described in the Operating Agreement of Purchaser of even date herewith among
Seller,  Purchaser and certain other parties  signatory  thereto (the "Operating
Agreement").


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         Section 2.2.  Assumption by Purchaser.

         The Purchaser shall not assume or become liable for any of the Seller's
liabilities,  obligations,  debts,  contracts or other  commitments  of any kind
whatsoever, known or unknown, fixed or contingent.

                          ARTICLE III - INDEMNIFICATION

         Section 3.1.  Indemnification by Seller.

         (a) Seller  shall  indemnify  Purchaser,  its  officers,  managers  and
members,  and their  respective  heirs,  successors and assigns (the  "Purchaser
Eligible  Parties")  from and  against  and in  respect  of any and all  losses,
expenses, damages, deficiencies, costs, obligations, and liabilities,  interest,
additional  taxes,  fines,  penalties,   attorney's,   accountant's,  and  other
professional  fees and  costs  and  expenses  incident  to any  suit,  action or
proceeding  incurred  or  sustained,  directly  or  indirectly,  by  any  of the
above-named parties, which arise out of, or result from: (i) Seller's failure to
pay,  discharge  or  perform  any of its  liabilities  or  obligations  and (ii)
breaches of or inaccuracies in the representations, warranties and covenants and
agreements made by the Seller in this Agreement.

         (b) The  foregoing  obligations  of Seller to indemnify  any  Purchaser
Eligible  Party set forth in  subsection  (a) shall be subject to and limited by
the qualification that each of the  representations,  warranties,  covenants and
agreements  made by Seller in this Agreement  shall survive to the extent of the
applicable statute of limitations for breach of such  representation,  warranty,
covenant or agreement.

         Section 3.2.  Indemnification by Purchaser.

         (a) Purchaser  shall  indemnify  Seller,  its  officers,  directors and
shareholders,  and their respective  heirs,  successors and assigns (the "Seller
Eligible  Parties"),  from and  against,  and in respect of any and all  losses,
expenses, damages, deficiencies, costs, obligations, and liabilities,  interest,
additional  taxes,  fines,  penalties,   attorney's,   accountant's,  and  other
professional  fees and  costs  and  expenses  incident  to any  suit,  action or
proceeding  incurred  or  sustained,  directly  or  indirectly,  by  any  of the
above-named  parties  which  arise out of, or result  from:  (i)  breaches of or
inaccuracies in the representations,  warranties and covenants made by Purchaser
in this Agreement; and (ii) any liabilities and obligations arising out of or in
connection with the operation of the business of Purchaser.

         (b) The  foregoing  obligations  of Purchaser  to indemnify  any Seller
Eligible  Party set forth in  subsection  (a) shall be subject to and limited by
the qualification that each of the  representations,  warranties,  covenants and
agreements  made by Purchaser in this  Agreement  shall survive to the extent of
the  applicable  statute  of  limitations  for  breach  of such  representation,
warranty, covenant or agreement.






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         Section 3.3  Notice and Right to Participate in Defense of Third  Party
         Claims.

         Promptly  upon receipt of notice of any claim,  demand or assessment or
the  commencement  of any  suit,  action  or  proceedings  in  respect  of which
indemnity may be sought on account of an indemnity  agreement  contained in this
Article III, the party seeking  indemnification  (the "Indemnitee") will notify,
within  sufficient time to respond to such claim or answer or otherwise plead in
such action, the party from whom  indemnification is sought (the  "Indemnitor"),
in writing,  thereof.  Except to the extent that the  Indemnitor  is  prejudiced
thereby, the omission of such Indemnitee so to notify promptly the Indemnitor of
any such claim or action shall not relieve such  Indemnitor  from any  liability
which it may have to such Indemnitee in connection therewith,  on account of the
indemnity agreements contained in this Article III. In case any claim, demand or
assessment shall be asserted or suit, action or proceeding  commenced against an
Indemnitee,  and it shall notify the Indemnitor of the commencement thereof, the
Indemnitor shall be fully and unconditionally entitled, if it so elects, to take
control of the defense and investigation of such lawsuit or action and to employ
and engage  attorneys  of its own  choice to handle and defend the same,  at the
Indemnitor's cost, risk and expense; provided, further, that the Indemnitee may,
at its own  cost,  participate  therein,  and in the  settlement  thereof,  with
counsel satisfactory to the Indemnitor, which approval shall not be unreasonably
withheld.  Each party will cooperate  with the other parties in connection  with
any such  claim,  make  personnel,  books  and  records  relevant  to the  claim
available to the other parties,  and grant such authorizations or limited powers
of attorney to the agents,  representatives and counsel of such other parties as
such parties may reasonably consider desirable in connection with the defense of
any such claim.

                           ARTICLE IV - OTHER ACTIONS

         Section 4.1.  Purchaser to Act as Agent for Seller.

         This  Agreement  shall not constitute an agreement to assign any claim,
contract,  permit or right if any  attempted  assignment of the same without the
consent of the other party thereto would  constitute a breach  thereof or in any
way affect the rights of Seller thereunder.  If such consent is not obtained, or
if any attempted assignment would be ineffective or would affect Seller's rights
thereunder so that the Purchaser would not in fact receive all such rights, then
Purchaser  may act as agent  for  Seller in order to obtain  for  Purchaser  the
benefits thereunder.

         Section 4.2.  Execution of Further Documents.

         From and after the Closing,  upon the reasonable  request of Purchaser,
Seller shall execute,  acknowledge  and deliver all such further acts,  bills of
sale, assignments,  transfers, conveyances, powers of attorney and assurances as
may be required to convey and transfer to and vest in the  Purchaser and protect
its right,  title and interest in all of the Contributed  Assets,  and as may be
appropriate  otherwise  to  carry  out  the  transactions  contemplated  by this
Agreement.





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              ARTICLE V - REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser that:

         Section 5.1.  Organization.

         Seller is a corporation  duly organized,  validly  existing and in good
corporate  and tax standing  under the laws of  Pennsylvania  with all requisite
corporate power and authority to own and operate its properties and to carry out
its business as now being  conducted,  to execute and deliver this Agreement and
to consummate the transactions herein contemplated.

         Section 5.2.  Due Authorization.

         The execution, delivery and performance of this Agreement by Seller and
the  consummation  of  the  transactions  herein  contemplated  have  been  duly
authorized  by  all  necessary   action  of  Seller's  Board  of  Directors  and
stockholders.   This  Agreement   constitutes  the  legal,   valid  and  binding
obligations of Seller,  enforceable  against Seller in accordance with its terms
except to the extent  that (a) such  enforceability  is  limited by  bankruptcy,
insolvency,  reorganization,  moratorium, or other laws relating to or affecting
generally the  enforcement of creditors'  rights,  (b) the  availability  of the
remedy of  specific  performance  or other  equitable  relief is  subject to the
discretion of the court before which any proceeding therefor may be brought, and
(c) the  enforceability  of the  indemnity  provisions  contained  herein may be
rendered  ineffective  or  limited  by  applicable  laws or  judicial  decisions
governing such provisions.

         Section 5.3.  No Violation.

         The execution and delivery of this  Agreement and the  consummation  of
the  transactions  contemplated  herein  are  not  contrary  to  any  provisions
contained  in  Seller's   Articles  of  Incorporation  or  By-Laws  and  do  not
constitute, or with the passage of time will not constitute, a default under any
agreement to which the Seller is a party or by which it is bound or to which any
of the Contributed Assets are subject.

         Section 5.4.  Liens.

         All of the  Contributed  Assets  are  free and  clear  of all  security
interests,  mortgages,  pledges,  liens,  conditional sales agreements,  leases,
encumbrances, charges or claims of third parties of any nature whatsoever.

         Section 5.5.  Litigation.

         There are: (i) no pending or threatened suits or proceedings, at law or
in equity,  or before or by any governmental  agency or arbitrator,  and (ii) no
unsatisfied or outstanding judgments, orders, decrees, or stipulations affecting
Seller or the  Contributed  Assets or to which  Seller is or may  become a party
which would constitute or result in a breach of any representation,  warranty or
agreement  set forth in this  Agreement or interfere  with  Seller's  ability to
perform under this Agreement or Purchaser's enjoyment of the Contributed Assets.





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         Section 5.6.  Taxes.

         Seller has paid all federal,  state and local taxes required to be paid
by Seller to the extent due, and all deficiencies, interest, penalties, or other
additions  to such taxes.  Seller has filed all  returns and reports  concerning
taxes that it has been required to file,  which  returns and reports  accurately
reflected the amounts of Seller's liability thereunder.

         Section 5.7.  Investment Representations.

         As of the date of this Agreement,

         (a) Seller is  acquiring  the  membership  interest  for  Seller's  own
account and not on behalf of any other person.

         (b) Seller is not  acquiring  the  membership  interest for purposes of
distribution  or with the present intent to resell or otherwise  distribute such
membership interest.

         (c) Seller has  sufficient  knowledge  and  experience in financial and
business  matters such that Seller is capable of evaluating the merits and risks
of an  investment  in the  Company  and has a  substantial  net worth and annual
income such that Seller is able to bear the economic  risk of an  investment  in
the Company, including the ultimate risk of a total loss of such investment.

         (d) Seller is aware of the financial condition of the Company,  and has
had the  opportunity to investigate and ask questions of and receive answers and
to  obtain  additional  information  from  the  Company  or its  representatives
concerning the Company and its proposed plans,  and does not have any unanswered
questions regarding the same.

            ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Seller that:

         Section 6.1.  Organization.


         Purchaser  is a  limited  liability  company  duly  organized,  validly
existing and in good  standing  under the business and tax laws of Delaware with
all requisite power and authority to own and operate its properties and to carry
out its business as now being  conducted,  to execute and deliver this Agreement
and to consummate the transactions herein contemplated.








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         Section 6.2.  Due Authorization.

         The execution,  delivery and performance of this Agreement by Purchaser
and the  consummation of the  transactions  herein  contemplated  have been duly
authorized by all necessary action of Purchaser's Board of Managers and members,
and Purchaser has delivered to Seller  certified  copies of actions  authorizing
the same. This Agreement constitutes the legal, valid and binding obligations of
Purchaser,  enforceable against Purchaser in accordance with its terms except to
the extent that (a) such  enforceability  is limited by bankruptcy,  insolvency,
reorganization, moratorium, or other laws relating to or affecting generally the
enforcement of creditors' rights, (b) the availability of the remedy of specific
performance or other equitable  relief is subject to the discretion of the court
before which any proceeding therefor may be brought,  and (c) the enforceability
of the indemnity  provisions  contained  herein may be rendered  ineffective  or
limited by applicable laws or judicial decisions governing such provisions.

         Section 6.3.  No Violation.

         The execution and delivery of this  Agreement and the  consummation  of
the  transactions  contemplated  herein  are  not  contrary  to  any  provisions
contained in Purchaser's  Certificate of Formation or Operating Agreement and do
not constitute, or with the passage of time will not constitute, a default under
any agreement to which the Purchaser is a party or by which it is bound.

                        ARTICLE VII - GENERAL PROVISIONS

         Section 7.1 No Waiver.  Waiver of any provision of this  Agreement,  in
whole or in part, in any one instance shall not constitute a waiver of any other
provision in the same instance,  nor any waiver of the same provision in another
instance,  but each  provision  shall  continue  in full force and  effect  with
respect to any other then-existing or subsequent breach.

         Section  7.2  Notice.  Any  notice  required  or  permitted  under this
Agreement  shall be given in writing and shall be deemed to have been duly given
if (i) sent by  postage  prepaid,  United  States  first  class,  registered  or
certified mail, return receipt requested, or (ii) sent by a recognized overnight
delivery service to the parties at their respective  addresses  specified above,
or at such other address for a party as that party may specify by notice. Notice
shall be effective upon receipt.

         Section 7.3 Miscellaneous.  This Agreement:  (i) may be executed in any
number of  counterparts,  each of which,  when  executed by both parties to this
agreement  shall be  deemed  to be an  original,  and all of which  counterparts
together shall constitute one and the same instrument; (ii) shall be governed by
and  construed  under the laws of the State of New York  applicable to contracts
made,  accepted,  and performed wholly within such state, without application of
principles  of  conflicts  of  laws;  (iii)  together  with the  Certificate  of
Formation  and  Operating  Agreement  of the  Company,  constitutes  the  entire
agreement  of the parties with respect to its subject  matter,  superseding  all
prior oral and written communications, proposals, negotiations, representations,
understandings,  courses of dealing, agreements, contracts, and the like between
the parties in such respect; (iv) may be amended,  modified, or terminated,  and
any right  under  this  Agreement  may be waived in whole or in part,  only by a
writing signed by both parties of this Agreement; (v) contains headings only for
convenience,  which  headings  do not  form  part,  and  shall  not be  used  in
construction, of this Agreement; and (vi) shall bind and inure to the benefit of
the parties and their respective legal representatives,  successors and assigns,
except that no party may delegate any of its obligations under this agreement or
assign this agreement, without the prior written consent of the other party.


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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                  ENTRADE, INC.


                                  By:_______________________________
                                  Title:____________________________


                                  ASSETCONTROL.COM, LLC


                                  By:_______________________________
                                  Title:____________________________




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                                   SCHEDULE I
                               Contributed Assets


         Nonexclusive license for certain computer software known as the Entrade
Transaction  Software,  pursuant to an Entrade  Standard Form  Software  License
Agreement  between Entrade and the Company  substantially  in the form attached,
with such changes as may be mutually agreed to by the parties.

         Services.