Promissory Note

Promissory Note

by Entrade S.A.
October 28th, 1999




                                                                    Exhibit 10.4


                                                                As of
$1,400,000                                                      October 15, 1999


                                 PROMISSORY NOTE



                  FOR VALUE RECEIVED,  Entrade Inc., a Pennsylvania  corporation
("Payor"), hereby promises to pay to the order of COREY P. SCHLOSSMANN ("Payee")
at 13005 East Temple  Avenue,  City of Industry,  California  91746,  or at such
other  address as Payee may specify to Payor in writing,  in lawful money of the
United States of America and in immediately  available  funds,  ONE MILLION FOUR
HUNDRED  THOUSAND  dollars  ($1,400,000.00),  in three  installments as follows:
$350,000 on April 1, 2000,  $350,000 on October 1, 2000 and  $700,000 on October
1, 2001. Payor hereby further promises to pay to Payee interest on the principal
amount  hereof  outstanding  from  time to time,  in like  money and at the same
address,  at an annual rate of eight percent (8%) in quarterly  installments  in
arrears  commencing  on January 1, 2000,  and  continuing on the 1st day of each
April, July,  October,  and January thereafter until the principal amount hereof
is paid in full.

                  This  Note  is one of a  series  of  Promissory  Notes  in the
aggregate principal amount of $18,800,000 delivered pursuant to a Stock Purchase
Agreement  (the "Stock  Purchase  Agreement")  among Payor,  Public  Liquidation
Systems,  Inc., Asset Liquidation Group, Inc., Payee, Peggy Haidl, as Trustee of
the Capital  Direct 1999 Trust and of the Core Capital IV Trust,  and Don Haidl,
in partial  consideration  of the  purchase  by Payor of all of the  outstanding
shares  of the  capital  stock of Public  Liquidation  Systems,  Inc.  and Asset
Liquidation  Group,  Inc.  (together,  the "Company")  owned by Peggy Haidl,  as
Trustee of the Capital  Direct 1999 Trust and of the Core Capital IV Trust,  Don
Haidl and Payee.  Payor has also issued and delivered to Payee,  Peggy Haidl, as
Trustee of the Capital  Direct 1999 Trust and of the Core Capital IV Trust,  and
Don Haidl,  as  additional  consideration  under the Stock  Purchase  Agreement,
1,570,000 shares of its Common Stock and has agreed to register the sale of such
shares under a Stock Restriction and Registration  Rights  Agreement,  dated the
date hereof, among Payor, Payee, Peggy Haidl, Trustee of the Capital Direct 1999
Trust and of the Core Capital IV Trust, and Don Haidl (the "Registration  Rights
Agreement"). This Note is the absolute and unconditional obligation of Payor and
is not subject to offset or deduction.

1.       Prepayment.

         1.1 Payor may prepay all or any portion of the principal amount of this
Note at any time  and  from  time to time;  provided  that  the  amount  of such
prepayment shall be not less than $50,000.

         1.2 Payor  shall  prepay  this  Note if (i) Payor or any  member of the
consolidated  (as  defined  for  purposes  of  generally   accepted   accounting
principles)  group of  companies  of which  Payor is a member  (a  "Consolidated
Affiliate"),  other than the Company,  incurs or otherwise  becomes  liable to





a creditor which is not Payor or any Consolidated Affiliate for any indebtedness
either for borrowed money for or as a deferred  payment of all or any portion of
the  purchase  price paid or payable as  consideration  for any  acquisition  of
another business by merger, consolidation,  purchase of securities,  purchase of
assets or otherwise,  whether directly or as a guarantor or otherwise,  or Payor
or any Consolidated  Affiliate  subjects any of its assets to any encumbrance to
secure any such  indebtedness,  whether or not it is otherwise  liable  therefor
(all of the  foregoing are referred to as  "Acquisition  Debt") or (ii) Payor or
any  Consolidated  Affiliate,  other than the Company,  receives  funds from the
Company that it utilizes,  directly or indirectly,  as all or any portion of the
purchase price paid or payable as  consideration  for any acquisition of another
business  by merger,  consolidation,  purchase  of stock,  purchase of assets or
otherwise  ("Company  Funded  Consideration").   The  amount  of  such  required
prepayment shall be equal to twenty-five  percent of the principal amount of the
Acquisition  Debt  or  Company  Funded  Consideration.  If it is a  Consolidated
Affiliate  that  incurs the  Acquisition  Debt or receives  the  Company  Funded
Consideration,  then,  prior to,  and as a  condition  of,  such  incurrence  or
receipt,  either  (a) such  Consolidated  Affiliate  shall  become  jointly  and
severally liable as a Payor hereunder with respect to any prepayment  obligation
of Payor that matures as the result of such incurrence or receipt pursuant to an
instrument in form and substance  reasonably  satisfactory to Payee or (b) Payor
shall  deliver to Payee a  certificate  executed on behalf of Payor by its chief
executive  officer or chief financial  officer  demonstrating  to the reasonable
satisfaction  of Payee the ability of Payor to comply fully with its  prepayment
obligation that matures as a result of such incurrence or receipt.

         1.3 Payor shall also  prepay this Note on such date as it receives  the
proceeds of any public  offering of its Common Stock  pursuant to a registration
statement filed and effective under the Securities Act of 1933, as amended.  The
amount of such required  prepayment shall be the product obtained by multiplying
the then  outstanding  principal  amount  hereof by a faction,  the numerator of
which is the lesser of  $30,000,000  or the net  proceeds  of such  offering  to
Payor, after deducting underwriters'  discounts or commissions,  if any, and all
of the expenses of such offering, and the denominator of which is $30,000,000.

         1.4  Notwithstanding  Sections 1.2 and 1.3, Payor shall not be required
to prepay any portion of the principal  amount hereof upon (i) the incurrence of
any Acquisition  Debt or (ii) the receipt of net proceeds from a public offering
of its Common  Stock of less than  $30,000,000  or (iii) the receipt by Payor or
any  Consolidated  Affiliates,   other  than  the  Company,  of  Company  Funded
Indebtedness  if, in the case of (i),  (ii) or (iii),  the  Company so elects by
written  notice to Payee,  in which  event the  provisions  of  Section 5 of the
Registration Rights Agreement shall apply.

         1.5 Any optional or mandatory  prepayment  shall be applied,  first, to
the payment of all  accrued and unpaid  interest on the amount so prepaid to the
date of such prepayment and then to the remaining  installments of principal due
hereunder in the inverse order of their maturity.

2.       Covenants

         2.1 So long as any  portion of the  principal  amount of or interest on
this Note remains outstanding and unpaid,





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                  2.1.1  Payor  shall  provide  to Payee  written  notice of the
occurrence of any of the following  events not later than fifteen  calendar days
following the later of such  occurrence or Payor's  knowledge  thereof:  (i) the
Internal  Revenue Service or any other federal,  state or local taxing authority
shall allege any default by Payor or any  subsidiary  of Payor in the payment of
any tax or make any assessment in respect thereof and such default or assessment
is  reasonably  expected  to have a  material  adverse  effect on the  financial
position,  operations,  assets or business of Payor;  or (ii) any  litigation or
proceeding shall be brought against Payor or any  Consolidated  Affiliate before
any court or administrative agency which, if successful,  is reasonably expected
to have a material adverse effect on the financial position,  operations, assets
or business of Payor or any Consolidated Affiliate.

                  2.1.2 The  indebtedness  represented by this Note shall not be
subordinated or rendered junior in right of payment to any other indebtedness of
Payor.


         2.2 If an Event of Default or an event  which,  with notice or lapse of
time or both,  would become an Event of Default  hereunder occurs and so long as
such Event of Default continues,  uncured and unwaived, Payor shall not declare,
pay or make any dividend or distribution  (in cash,  property or obligations) on
any shares of its capital stock then outstanding or on any warrants,  options or
other rights with  respect to any class of its capital  stock or apply or permit
any of its  subsidiaries  to apply any of its funds,  property  or assets to the
purchase,  redemption,  sinking fund or other retirement of, or agree, or permit
any of its  subsidiaries to agree, to purchase or redeem,  or set aside funds to
purchase  or  redeem,  any  shares  of any  class  of  its  capital  stock  then
outstanding  or any warrants,  options or other rights with respect to any class
of its capital  stock  unless,  in each case,  the Company  demonstrates  to the
reasonable satisfaction of Payee that the taking of such action would not impair
the business, assets, liabilities or financial condition of Payor or the ability
of Payor to make any payment of principal or interest when due hereunder.

3.       Default

         If any of the  following  events  (each,  an "Event of Default")  shall
occur:

         3.1  Payor  shall  fail to pay any  prepayment  or any  installment  of
principal or interest  within ten calendar days  following the due date thereof;
or

         3.2 (i) a  decree  or  order  by a  court  having  jurisdiction  in the
premises  shall  have  been  entered  for  relief  in  respect  of  Payor or any
Consolidated  Affiliate  under  Title  11 of  the  United  States  Code,  as now
constituted or as hereafter amended (the "Bankruptcy  Code"), or under any other
applicable  Federal or State law,  or (ii) a  receiver,  custodian,  liquidator,
assignee,  trustee,  sequestrator  or  other  similar  official  of Payor or any
Consolidated  Affiliate  or of any  substantial  part of its assets or  property
shall have been appointed;  or (iii) Payor or any  Consolidated  Affiliate shall
file a petition or answer or consent  seeking relief under the Bankruptcy  Code,
or  under  any  other  applicable  Federal  or  State  law or (iv)  Payor or any
Consolidated Affiliate shall make an assignment for the benefit of








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creditors or admit in writing its  inability to pay its debts  generally as they
become due or take action in furtherance of any such action and, with respect to
(i) or (ii),  either (a) Payor or such  Consolidated  Affiliate shall consent to
such decree,  order or appointment or (b) any such decree,  order or appointment
shall  continue  unstayed  and in effect for a period of sixty (60)  consecutive
calendar days;  unless, if any of the foregoing events occurs by or with respect
to a  Consolidated  Affiliate,  such  event  does not and will  not  impair  the
business,  assets, liabilities or financial condition of Payor or the ability of
Payor to make any payments of principal or interest when due hereunder; or

         3.3 the Company  shall incur any  obligation  for  borrowed  money to a
creditor that is not Payor or a Consolidated Affiliate, whether directly or as a
guarantor  or  otherwise,  or subject  any of its assets to any  encumbrance  to
secure any such  indebtedness,  whether or not it is otherwise  liable therefor,
without the prior written consent of Payee; provided,  however, that Payee shall
not  unreasonably  withhold or delay such consent nor shall prepayment of all or
any portion of the Note be a condition  of such  consent if, in each case,  such
indebtedness is solely for the benefit of the Company and is not for the benefit
of Payor or any other Consolidated Affiliate; or

         3.4  any  representation  made  by  Payor  under  any of the  following
provisions of the Stock Purchase  Agreement,  namely Sections 5(a) through 5(f),
inclusive,  paragraphs (i), (ii), (vii), (ix), (x), (xii), (xiii), (xiv) or (xv)
(insofar as such  paragraph  (xv) applies to any of the other  provisions of the
Stock  Purchase  Agreement  referred to in this  Section  3.4) of Section  5(g),
Section 5(n),  Section 5(o),  Section 5(s) or Section 5(t),  shall prove to have
been false or  misleading  in any  material  respect  when made  unless (a) such
misrepresentation  is based  upon a  misrepresentation  made to Payor by a third
party,  (b) Payor  demonstrates to the reasonable  satisfaction of Payee that it
has contractual or other recourse against such third party that, if successfully
pursued,  could reasonably be expected to provide full compensation to Payor for
the  misrepresentation  by such third party,  (c) Payor initiates and diligently
pursues such  recourse,  (d) Payor keeps Payee fully informed as to the progress
thereof;  provided,  however that,  if,  notwithstanding  the  foregoing,  Payee
determines  that such  misrepresentation  creates an imminent  danger that Payor
will fail to make any payment of principal or interest when due under this Note,
it shall so notify  Payor,  in which  event such  misrepresentation  shall be an
Event of Default hereunder; or

         3.5 any material  default shall occur and be continuing  for forty-five
calendar days following notice thereof from Payee to Payor in the due observance
or  performance  by Payor of any  material  covenant,  agreement or condition of
Payor contained herein or in the Registration Rights Agreement; or

         3.6 any material  default shall occur and be continuing  for forty-five
calendar days following notice thereof from Payee to Payor in the due observance
or  performance  by Payor of the  provisions of Section 9 in the Stock  Purchase
Agreement; or

         3.7 Payor or any  Consolidated  Affiliate  shall suspend or discontinue
its business for thirty calendar days or more,  other than such a discontinuance
as the result of the sale of the  business for fair market  value,  and, if such
event occurs with respect to a Consolidated  Affiliate,  such business shall not
be resumed and continued by Payor or any other Consolidated Affiliate,








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then, the entire  outstanding  principal balance hereof  (including  accrued but
unpaid   interest   thereon)  shall  be  immediately  due  and  payable  without
presentment,  demand,  protest or other  notice and Payee may proceed to protect
and  enforce  Payee's  rights  either by suit in equity or by action at law,  or
both,  whether  for the  specific  performance  of any  covenant,  condition  or
agreement  contained in this Note or in aid of the exercise of any power granted
in this Note,  or proceed to enforce  the payment of this Note or to enforce any
other legal or equitable right of Payee hereunder.

4.       Waivers.

         Payor, for itself, its legal  representatives,  successors and assigns,
expressly  waives,   to  the  extent  not  specifically   provided  for  herein,
presentment,  protest, demand, notice of dishonor, notice of nonpayment,  notice
of  maturity,  notice of protest,  presentment  for the purpose of  accelerating
maturity and diligence in collection.

5.       Attorneys' Fees.

         If it should become necessary or advisable to employ counsel to collect
this Note,  Payor agrees to pay the reasonable  attorneys' fees and costs of the
holder hereof,  whether or not suit is brought.  Further,  all  attorneys'  fees
incurred by Payee in enforcement of a judgment are  recoverable  separately from
any  attorneys'  fees  as  aforementioned.   In  addition,   this  post-judgment
attorneys' fees provision is intended to be severable from the other  provisions
of this Note and is further  intended to survive any  judgment  and is not to be
deemed merged into such judgment.

6.       Amendments.

         This Note may only be changed,  modified,  amended or  terminated  by a
writing signed by both parties.

7.       Governing Law.

         This  Note  shall  be  governed  by,  and  construed  and  enforced  in
accordance  with,  the  internal  laws of the State of  Delaware  applicable  to
instruments  made and to be  performed  entirely  in such  jurisdiction  without
giving effect to the conflicts of laws principles thereof.



                                    ENTRADE, INC.


                                    By:/s/John Hamm
                                       ---------------------------
                                       Executive Vice President












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