EXHIBIT 10.28 October 22, 1999 Mr. Anthony E. Rothschild 2407 Harrison Street Evanston, Illinois 60201 Dear Tony: This letter is intended to set forth the terms and conditions under which Entrade, Inc., is offering to employ you as its General...

                                                                   EXHIBIT 10.28


                                October 22, 1999




Xx. Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx  00000

Dear Xxxx:

         This  letter is intended  to set forth the terms and  conditions  under
which Entrade, Inc., is offering to employ you as its General Counsel, effective
as of  November  8,  1999.  Please  be  advised  that the  undersigned  has full
authority to execute  this  agreement  on behalf of and to bind  Entrade,  Inc.,
without any further action of the Board of Directors of Entrade, Inc.

Parties:                   Entrade,   Inc.  ("Entrade"  or  the  "Company")  and
                           Xxxxxxx X. Xxxxxxxxxx (identified herein as
                           "you").

Position:                  Your position will be General  Counsel,  reporting to
                           Entrade's President and its Board of Directors.

Compensation:              Your base salary ("base salary") for the remainder of
                           1999  will be at a rate not less  than  $150,000  per
                           year,  payable in  accordance  with  Entrade's  usual
                           payroll  policies,  and in no event  will  your  base
                           salary be less than $150,000 per year during the term
                           of this  agreement.  You will be  entitled to receive
                           such  increases  in your  base  salary as you and the
                           Entrade Board of Directors may agree.

Stock Options:             You will be  granted  an  option to  acquire  100,000
                           shares of the Common Stock of Entrade (the "Option"),
                           at  the  closing  price  for  such  Common  Stock  on
                           November  8,  1999,   or  such  other  date  as  your
                           employment   hereunder   commences.   The  terms  and
                           conditions  of the  Option  shall  be set  forth in a
                           Stock Option  Agreement to be executed by the parties
                           pursuant  to   Entrade's   1996  Stock  Option  Plan;
                           provided,  however,  that the  failure  of Entrade to
                           execute  such a  Stock  Option  Agreement  shall  not
                           relieve Entrade of its obligation to issue the Option
                           otherwise in accordance  with the  provisions of this
                           paragraph.  The expiration date of the Option will be
                           ten years from the grant date. The options subject to
                           the Option  shall vest as to 33,333  shares of Common
                           Stock on  November 7, 2000,  33,333  shares of Common
                           Stock on  November  7,  2001,  and  33,334  shares of
                           Common Stock on November 7, 2002, and will thereafter
                           be fully  exercisable  as to all  100,000  shares  of
                           Common Stock.




Lost Compensation          Entrade   acknowledges  that,  in  accepting  Entrade
Reimbursement:             employment  at this  time,  you  will  be  forfeiting
                           substantial compensation to which you would otherwise
                           be entitled. To recompense you for such compensation,
                           Entrade  shall pay you a bonus of $12,500  before the
                           end of 1999.  The  obligations  of the Company  under
                           this Paragraph are absolute and  unconditional,  will
                           survive  your death or  disability,  and will survive
                           the  termination of your  employment with the Company
                           for any reason (whether such termination is during or
                           after the term of your employment).

Reimbursement of           The Company  will reimburse  you  for  all  business-
Business Expenses:         related  expenses that you incur  in connection  with
                           the  performance of your responsibilities to Entrade.

Other Benefits:            You will be  eligible to  participate  in all Entrade
                           employee   benefit  plans   including  group  health,
                           dental,  pension,  long-term  disability,  short-term
                           disability,  40l(k), and life insurance. If you elect
                           to retain  group  health  coverage  with  your  prior
                           employer  under  the  provisions  of  COBRA,  Entrade
                           agrees to pay any  required  COBRA  payments  on your
                           behalf.  If such payments are treated as compensation
                           to you, you agree that you shall be  responsible  for
                           any taxes on such payments.



Bonuses:                   Unless your employment  pursuant to this agreement is
                           earlier  terminated  by  the  Company  for  Cause  or
                           terminated by you without Good Reason,  Entrade shall
                           pay to you a bonus prior to the end of each  calendar
                           year during the term of this  agreement  in an amount
                           determined in  accordance  with the  performance  and
                           other  criteria  set  forth in the  Bonus  Plan to be
                           adopted by Entrade's  Board of  Directors;  provided,
                           however, that your bonus for calendar year 2000 shall
                           in no event be less than $25,000.

Additional Options         While you are in the employ of the Company,  you will
and Bonuses:               be granted such  additional  stock option  awards and
                           such  additional  bonuses as determined  from time to
                           time by the Company's Board of Directors.

Term:                      The initial term of your employment shall commence as
                           of November  8, 1999,  and ending  December  31, 2002
                           (the "Initial Term").  Commencing on January 1, 2003,
                           and on each  anniversary  thereafter the term of your
                           employment  shall  automatically  be extended for one
                           additional year ("extended  term") unless,  not later
                           than ninety  (90) days  preceding  such date,  you or
                           Entrade  shall give written  notice to the other that
                           you or it  does  not  wish  to  extend  the  term  of
                           employment for such additional one year period.




Termination:               If at any  time  during  the  Initial  Term,  Entrade
                           should  terminate  your  employment for reasons other
                           than Cause (hereinafter  defined) or if you terminate
                           your   employment   for  Good   Reason   (hereinafter
                           defined),   you  or  your  estate  will  be  entitled
                           post-termination  to  a  continuation  of  your  base
                           salary,  as its then current rate,  through and until
                           the later of (i) the end of the Initial Term, or (ii)
                           a  period  of six (6)  months  from  the  date of the
                           notice of termination (which date shall be deemed and
                           hereafter  referred  to as  the  "effective  date  of
                           termination").

                           If  Entrade  elects  not to  renew  the  term of your
                           employment for any additional one-year period for any
                           reason other than Cause, or if your employment  shall
                           be  terminated  during any  extended  term  either by
                           Entrade for any reason other than Cause or by you for
                           Good  Reason,  you shall be  entitled  to  receive as
                           severance a lump sum amount  equal to the sum of your
                           base  salary  for a period  of six (6)  months at the
                           effective date of termination.

                           Upon any termination  described in this Section,  you
                           will be entitled to continue to participate in all of
                           the employee  benefit plans and programs in which you
                           were  participating  prior to the termination of your
                           employment  until  the  later  of (i)  the end of the
                           Initial  Term,  or (ii) the date six (6) months after
                           the effective date of termination.

Change of Control:         Notwithstanding  the provisions of the  "Termination"
                           section hereof, in the event of a "Change in Control"
                           (hereinafter  defined),  you  shall  be  entitled  to
                           receive a lump-sum payment equal to your base salary,
                           at its then current rate, for a period of twenty-four
                           (24)  months.  For  purposes  of  this  Agreement,  a
                           "Change of Control"  shall be deemed to have occurred
                           if (a) any "person" (as defined in Section  13(d) and
                           14(d) of the  Securities  Exchange  Act of  1934,  as
                           amended (the "1934  Act")),  who is not a "beneficial
                           owner" (as defined in Rule 13d-3 under the 1934 Act),
                           directly  or  indirectly,  of  securities  of Entrade
                           representing  more  than  five  percent  (5%)  of the
                           combined   voting   power  of   Entrade's   currently
                           outstanding   securities  as  of  the  date  of  this
                           Agreement becomes the beneficial  owner,  directly or
                           indirectly,  of  securities  of Entrade  representing
                           more than fifty percent (50%) of the combined  voting
                           power of Entrade's then  outstanding  securities;  or
                           (b) the Board of Directors or stockholders of Entrade
                           approve a merger or consolidation of Entrade with any
                           other   entity,   other   than   (i)  a   merger   or
                           consolidation   which  would  result  in  the  voting




                           securities of Entrade  outstanding  immediately prior
                           thereto  continuing to represent (either by remaining
                           outstanding   or  by  being   converted  into  voting
                           securities of the  surviving  entity) at least eighty
                           percent  (80%) of the  combined  voting  power of the
                           voting securities of Entrade or such surviving entity
                           outstanding   immediately   after   such   merger  or
                           consolidation  or  (ii)  a  merger  or  consolidation
                           effected to implement a  recapitalization  of Entrade
                           (or a similar transaction in which no "person" who is
                           not a beneficial  owner,  directly or indirectly,  of
                           securities  of  Entrade  representing  more than five
                           percent  (5%)  of  the   combined   voting  power  of
                           Entrade's currently outstanding  securities as of the
                           date of  this  Agreement  acquires  more  than  fifty
                           percent  (50%)  of  the  combined   voting  power  of
                           Entrade's then  outstanding  securities);  or (c) the
                           Board of Directors or stockholders of Entrade approve
                           a plan of complete  liquidation of Entrade or Entrade
                           enters  into  an  agreement  for the  sale  or  other
                           disposition of all or substantially  all of Entrade's
                           assets or otherwise disposes of such assets.

Duties:                    As General  Counsel,  you shall  perform  such duties
                           that are  consistent  with your  position  as general
                           counsel of a publicly  traded company as you shall be
                           directed to perform by the  President or the Board of
                           Directors. In addition, you shall have the discretion
                           to perform such other duties that are required by the
                           laws of the  jurisdictions  in which Entrade operates
                           or by the contracts  and  agreements to which Entrade
                           is subject.

                           You  acknowledge  that your office will  require your
                           full-time  efforts and attention,  and that you shall
                           not, during the Initial Term or any extension, engage
                           in any other business  activity,  whether or not such
                           other business activity is for your own behalf or for
                           any other person,  firm,  corporation or other entity
                           (together,  a "Person") and whether or not such other
                           Person    is    in    competition    with    Entrade.
                           Notwithstanding  the foregoing,  you shall be allowed
                           to  manage  and  oversee   passive   investments   in
                           noncompeting    businesses,    provided   that   such
                           management  and oversight do not  interfere  with the
                           performance of your duties for Entrade.

Cause:                     Your  employment  may be  terminated  at any time for
                           Cause, which is hereby defined as (i) conduct, at any
                           time,   which  has  involved   criminal   dishonesty,
                           conviction of any felony, or conviction of any lesser
                           crime or offense  involving  the property of Entrade,
                           or   any   of   its   subsidiaries   or   affiliates,
                           misappropriation  of any  money  or other  assets  or
                           properties of Entrade, or that of its subsidiaries or
                           affiliates,  (ii)  willful  violation of specific and
                           lawful written directions from the Entrade's Board of
                           Directors  that  are  consistent   with  your  duties
                           described  above,  (iii) the use of illegal  drugs or
                           substances  in the  work  place,  or  (iv)  excessive
                           tardiness,  absenteeism, and/or poor work performance
                           resulting from the abuse of alcohol.



Good Reason:               Good Reason includes any of the following:

                                    i. Failure  by  Entrade   to   perform   its
                           obligations under this agreement, unless the  same is
                           promptly remedied to your reasonable satisfaction;

                                    ii. Failure by the Board of Directors at any
                           time to elect  you to,  or your  removal  at any time
                           from, the office of General Counsel;

                                    iii.    Diminution   that   you   reasonably
                           determine to be material in your duties with Entrade,
                           or interference  that you reasonably  determine to be
                           material and  unreasonable in the performance of your
                           duties with  Entrade,  or assignment to you of duties
                           that you reasonably determine to be inconsistent with
                           the  position of General  Counsel of Entrade,  unless
                           the  same is  promptly  remedied  to your  reasonable
                           satisfaction;

                                    iv.     Change in Control of Entrade;

                                    v.  Sale  or  other  transfer  of all or any
                           substantial part of Entrade's assets; or

                                    vi. Your death or disability.

Governing Law:             Our  understandings  shall be governed by the laws of
                           the State of Illinois, exclusive of its choice of law
                           provisions.

Indemnification:           Entrade  will  indemnify  you to the  fullest  extent
                           permitted  by law,  and will  advance to you  defense
                           costs to the  fullest  extent  permitted  by law,  in
                           connection  with  any  and  all  actions,  suits  and
                           proceedings  to which  you may at any time be made or
                           threatened  to be made a party by  reason  of (i) the
                           commencement  of your  employment with Entrade or the
                           fact  that  you are or were at any  time  serving  or
                           designated  to  serve  as  a  director,  officer,  or
                           employee  of  Entrade or any of its  subsidiaries  or
                           affiliated  entities or in any other  capacity at the
                           request  or on  behalf  of  Entrade  or  any  of  its
                           subsidiaries or affiliated  entities or by reason, or
                           (ii) any act or  nonact  on your  part in  connection
                           therewith.  The  obligations  of  Entrade  under this
                           Paragraph  are  absolute  and   unconditional,   will
                           survive  your death or  disability,  and will survive
                           the  termination of your  employment with Entrade for
                           any reason  (whether such  termination is during your
                           term of  employment  or after the  expiration  of the
                           term of your employment).



Attorneys' fees:           You will be  entitled  to recover  from  Entrade  all
                           attorneys'  fees and  other  costs  and  expenses  in
                           connection  with  enforcing  this  agreement  against
                           Entrade and its successors.

Binding Effect:            This Agreement  supersedes all prior negotiations and
                           represents the entire  Agreement of the parties,  and
                           our  signatures  hereon  will  bind us  hereto.  This
                           Agreement  inures  to the  benefit  of  Entrade,  its
                           successors  and assigns and will be binding upon, and
                           enforceable  against,  Entrade  and  its  successors,
                           including  any  successor by merger or  consolidation
                           and  any  entity  or  entities  that  acquire  all or
                           substantially  all of Entrade's  assets,  and, unless
                           Entrade makes other arrangements  satisfactory to you
                           for the  performance  of its  obligations  under this
                           Agreement,  Entrade  will obtain the express  written
                           assumption   of  this   Agreement   by  each  of  its
                           successors.  This Agreement will inure to the benefit
                           of,  and be  enforceable  by,  you  and  your  heirs,
                           legatees,  executors,  and  personal  representatives
                           and, to the extent that they are  entitled to receive
                           any compensation,  benefit,  payment or reimbursement
                           under any  provision of this  Agreement,  your spouse
                           and any other beneficiaries; provided, however, that,
                           after your  acceptance  of this  Agreement,  you will
                           have  the  right  at any time to  amend,  modify,  or
                           terminate  this  Agreement and any  provision  hereof
                           (including any provision of this  Agreement  granting
                           any rights to your  spouse or any other  beneficiary)
                           without the consent or approval of your spouse or any
                           other beneficiary.

         If the foregoing is acceptable to you, please sign and return a copy to
me.


                                 Very truly yours,


                                 Xxxx Xxxxxxxxxx
                                 President


Accepted:

/s/Xxxxxxx X. Xxxxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxxxx
Dated: October __, 1999