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ACKNOWLEDGMENT AND AGREEMENT RELATED TO PROMISSORY NOTE OBLIGATIONS

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ENTRADE INC | Hearthstone Properties Delaware, LLC | Nationwide Auction Systems, Inc.

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Title: ACKNOWLEDGMENT AND AGREEMENT RELATED TO PROMISSORY NOTE OBLIGATIONS
Governing Law: Illinois     Date: 10/13/2006
Industry: SOFTWR     Sector: TECHNO

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Acknowledgment and Agreement Related to Promissory Note Obligations

EXHIBIT 99.2

ACKNOWLEDGMENT AND AGREEMENT

RELATED TO PROMISSORY NOTE OBLIGATIONS

This Acknowledgment and Agreement Related to Promissory Note Obligations (“Agreement”) is being made and entered into this 27th day of September, 2006, by and among Hearthstone Properties Delaware, LLC (“Hearthstone” or “Landlord”) and Nationwide Auction Systems, Inc. “Nationwide”)

A. Reference is made to that certain Settlement Agreement dated May 25, 2006 (the “Settlement Agreement”) by and among Don Haidl, Corey P. Schlossmann, the Capital Direct 1999 Trust and the Core Capital IV Trust, both California trusts, Hearthstone Properties, LLC, a California limited liability company, Hearthstone, Entrade, Inc., a Pennsylvania corporation, and Public Liquidation Systems, Inc. and Asset Liquidation Group, Inc., both Nevada corporations, which have subsequently merged and resulted in Nationwide.

C. Paragraph 1D of the Settlement Agreement requires, among other things, that Nationwide issue to various entities (the “Payees”) certain promissory notes in payment of obligations purportedly due under various leases (collectively, the “Leases”) between Nationwide and the payees described therein (collectively, the “Back Rent Notes”). The parties agree that, through no party’s fault, the Back Rent Notes have not yet been issued as of the date of this Agreement.

D. The Settlement Agreement contemplates that the parties will attempt to reconcile certain disputed amounts in their collective determination of the amounts due under the Back Rent Notes.

E. The parties desire to: (i) acknowledge that the failure to issue the Back Rent Notes has not resulted in a default under the Settlement Agreement and (ii) amend the Settlement Agreement as more fully described herein.

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

1. Acknowledgements Regarding Potential Defaults. Each of the undersigned hereby acknowledges and agrees that, effective as of the date hereof:

(a) Nationwide’s failure to issue the Back Rent Notes shall not be deemed a default under the Settlement Agreement. To the extent that any party has asserted that this failure has resulted in a default under the Settlement Agreement by any other party, such assertion is hereby rescinded and waived.

(b) Schedule 1(b) hereto reflects the reconciled back rent amounts due under the terms of the Leases and shall be substituted for Schedule 1D of the Settlement Agreement.

2. Agreement Regarding New Form of Notes. The Back Rent Notes will be in the form of the promissory note(s) attached hereto as Exhibit A, which will be substituted for the form of promissory note attached as Exhibit G to the Settlement Agreement and will be the promissory notes referenced in Section 2 of the Amendments to the Leases executed and delivered in accordance with the Settlement Agreement.

3. Agreement Regarding Entrade Consideration. In partial consideration for entering into this Agreement, Entrade agrees to issue to the Payees a 5 year Warrant (as defined in the Settlement Agreement), exercisable at $0.10 per share, for the number of restricted shares set forth on Schedule 3 hereto. Entrade shall issue such Warrants simultaneously with the execution and delivery hereof.

4. No Other Amounts Owed. Landlord hereby acknowledges that except for the Back Rent Notes issued hereunder and the continuing obligations under the leases between Landlord and Nationwide for the properties located in City of Industry, CA and Benicia, CA, Nationwide owes no further amounts to Landlord in respect of any lease between the parties or their respective affiliates.


5. Miscellaneous. This Agreement shall become effective upon the date first set forth above. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one agreement. A facsimile of an executed copy of this Agreement shall have the same force and effect as an original executed copy.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

 

 

 

 

 

 

LANDLORD:

 

HEARTHSTONE PROPERTIES DELAWARE, LLC

 

 

 

 

 

By:

 

/s/ Corey P. Schlossmann

 

 

 

 

Corey P. Schlossmann, Manager

 

 

NATIONWIDE:

 

NATIONWIDE AUCTION SYSTEMS, INC.

 

 

 

 

 

By:

 

/s/ Greg O’Neill

 

 

 

 

Greg O’Neill, President


Schedule 1(b)

To Acknowledgement and Agreement

Regarding Promissory Note Obligations

The following is substituted for Schedule 1D of the Settlement Agreement:

 

 

 

 

 

 

Payee

  

Principal Amount of
Note to be Issued

 

Hearthstone Properties Delaware, LLC

  

$

202,650.45

*

Hearthstone Properties, LLC

  

$

1,708,591.09

*


*

Subject to certain performance based discounts as set forth in the applicable notes


Schedule 3

To Acknowledgement and Agreement

Regarding Promissory Note Obligations

Upon execution of the Agreement, Entrade will issue warrants (for restricted shares) as follows:

 

 

 

 

 

 

 

 

 

 

Issue to:

  

No. of Warrants

(restricted shares)

 

 

Exercise Price

  

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