<SUBMISSION>
<ACCESSION-NUMBER>0000950117-01-000235
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010206
<EFFECTIVENESS-DATE>20010206
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACTRADE FINANCIAL TECHNOLOGIES LTD
<CIK>0000819255
<ASSIGNED-SIC>6153
<IRS-NUMBER>133437739
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-55050
<FILM-NUMBER>1526082
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7 PENN PLZ STE 422
<CITY>NEW YORK
<STATE>NY
<ZIP>10001
<PHONE>2125631036
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7 PENN PLAZA STE 422
<STREET2>7 PENN PLAZA STE 422
<CITY>NEW YORK
<STATE>NY
<ZIP>10001
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ACTRADE INTERNATIONAL LTD
<DATE-CHANGED>19930518
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ACQUISITION CAPABILITY INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>ACTRADE FINANCIAL TECHNOLOGIES LTD S-8
<TEXT>








<PAGE>



              To Become Effective Upon Filing Pursuant to Rule 462
     As filed with the Securities and Exchange Commission February 6, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       ACTRADE FINANCIAL TECHNOLOGIES LTD.
                     (Formerly Actrade International, Ltd.)
             [Exact Name of Registrant as Specified in its Charter]
                        Commission File Number: 0-18711

              Delaware                           13-3437739
   [State of Incorporation]           [IRS Employer Identification No.]

                   7 Penn Plaza, Suite 422, New York NY 10001
                     [Address of Principal Executive Office]

                      ACTRADE FINANCIAL TECHNOLOGIES LTD.
                             2001 STOCK OPTION PLAN
                             [Full Name of The Plan]

      ELIZABETH MELNIK, SECRETARY OF ACTRADE FINANCIAL TECHNOLOGIES LTD.,
                  7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                                 (212) 563-1036
            [Name, Address and Telephone Number of Agent for Service]
                       With Copy to: YVONNE REBATTA, ESQ.
                   7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001
                               TEL: (212) 563-1036

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 TITLE OF             AMOUNT TO BE     PROPOSED      PROPOSED           AMOUNT OF
SECURITIES            REGISTERED(1)    MAXIMUM        MAXIMUM         REGISTRATION
  TO BE                                OFFERING      AGGREGATE             FEE
REGISTERED                             PRICE          OFFERING
                                       PER SHARE(2)    PRICE(2)
<S>                   <C>             <C>             <C>                <C>
Common Stock, par
value $0.0001         4,065,619       $13.94(a)       $56,674,729(a)     $14,169

Common Stock, par       934,381       $25.91(b)       $24,209,812(b)     $ 6,052
value $0.0001

Total Fee                                                                $20,221
--------------------------------------------------------------------------------
</TABLE>








<PAGE>





-----------------------------------------------------------------------------
(1)  This Registration Statement covers up to 5,000,000 shares (the "Shares") of
     Common Stock of Actrade Financial Technologies Ltd. (the "Company"), par
     value $.0001 per share, to be issued under the Actrade Technologies Ltd.
     2001 Stock Option Plan (the "Plan")
(2)  (a) Pursuant to Rule 457(h), estimated solely for the purpose of
     calculating the registration fee on the basis of the average of the
     exercise price of presently outstanding options and warrants not yet
     exercised.
(b)  Pursuant to Rule 457(c), estimated solely for the purpose of calculating
     the registration fee on the basis of the average of the bid and asked sale
     prices of the Registrant's Common Stock on the NASDAQ National Market on
     January 1, 2001.







2




<PAGE>




PART I.     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     Plan Information.*

ITEM 2.     Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in this Part I will be sent
or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Act. These documents and the documents
incorporated by reference in the Registration Statement pursuant to Item 3 of
Part II of the Registration Statement on Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Act. See Rule
428(a)(1) under the Act.

PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are
incorporated by reference into the Registration Statement:

         (a) Registrant's latest Annual Report on Form 10-K filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (the
         "Exchange Act") or the Company's latest prospectus filed pursuant to
         Rule 424(b) under the Act that contains audited financial statements
         for the Company's latest fiscal year for which such statements have
         been filed, which contains, either directly or by incorporation by
         reference, audited financial statements for the Company's latest fiscal
         year for which such statements have been filed;

         (b) All other documents listed below and any future filings the
         Registrant will make with the Commission under Section 13(a) or 15(d)
         of the Exchange Act or the registration statement referred to in (a)
         above:

         Registrant's Quarterly Report on Form 10-Q for the period ended
         December 31, 2000 and Current Reports on Form 8-K filed pursuant to
         Section 13(a) or 15(d) of the Exchange Act;

         The description of the Registrant's common stock contained in its
         registration statement on Form 8-A, as filed in June, 1990 with the
         Commission; and

         All reports and other documents subsequently filed by the Registrant
         pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
         after the date of this Registration Statement and prior to the filing
         of a post-effective amendment to this Registration Statement which
         indicates that all securities offered hereby have been sold or which
         de-register all securities then remaining unsold, shall be deemed to be
         incorporated by reference in this Registration Statement and to be part
         hereof from the date of filing of such reports and documents. Any
         statement contained in a document incorporated or deemed to be
         incorporated by reference herein shall be deemed to be modified or
         superseded for purposes of this Registration Statement to the extent
         that a statement contained herein or in any other subsequently filed





3




<PAGE>




         document which also is or is deemed to be incorporated by reference
         herein modifies or supersedes such statements. Any such statement so
         modified or superseded shall not be deemed, except as so modified or
         superseded, to constitute part of this Registration Statement.

ITEM 4.  Description of Securities.

The authorized capital stock of the Company consists of 100,000,000 Shares of
common stock, par value $.0001 per Share. The holders of common stock (i) have
equal and ratable rights to dividends from funds legally available therefore,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto); and (iv) are entitled to one non-cumulative vote per share on all
matters which shareholders may vote at all meetings of shareholders.

Since its inception, the Company has not paid any cash dividend on its Common
Stock and does anticipate that it will pay cash dividends in the foreseeable
future.

Registrant is registering hereunder 5,000,000 shares of its authorized but
unissued common stock which are intended to be issued upon the exercise of the
5,000,000 options and warrants pursuant to the Plan. All shares of common stock
now outstanding are fully paid for and non-assessable and all shares of common
stock which are the subject of this Registration Statement, when issued, will
also be fully paid and non-assessable.

ITEM 5. Interests of Named Experts and Counsel.

            Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

The Registrant has purchased and maintains a Directors, Officers and Corporate
Liability Insurance Policy with National Union Fire Insurance Company of
Pittsburgh, PA. on behalf of any person who is a director or officer of the
Registrant against any liability asserted against him and incurred by him in any
such capacity or arising out of his capacity as such.

Pursuant to Delaware General Corporation Law Section 145, Registrant may
indemnify its directors, officers, employees or agents against liabilities which
they may incur in their capacity as such. Section 145 contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). The by-laws of
the Company state that the indemnification provisions of Section 145 of the
Delaware General Corporation Law shall be utilized to the fullest extent
permitted thereby.





4




<PAGE>




ITEM 7.  Exemption From Registration Claimed.

                  Not Applicable.

ITEM 8.  EXHIBITS.

The following exhibits are filed as part of the Registration Statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:

<TABLE>
<CAPTION>
EXHIBIT NO.                DESCRIPTION

<S>      <C>
4.1      Form of Common Stock certificate (incorporated by reference to
         Copy of Certificate of Common Stock, filed previously as
         Exhibit 4 to Registrants S-18 Registration Statement,
         amendments and post-effective amendments thereto, under SEC
         file No. 33-15950-NY.

4.2      Actrade Financial Technologies Ltd. 2001 Stock Option Plan.

4.3      Form of Stock Option Agreement in connection with Actrade Financial
         Technologies Ltd. 2001 Stock Option Plan.

5.0      Opinion of Legal Counsel as to the legality of the securities being
         registered.

5.1      Consent of Legal Counsel (included in Exhibit 5.0 hereto)

23.1     Consent of Independent Auditors.

24       Powers of Attorney from the members of the Board of Directors
         or the Registrant (contained on the signature page).

</TABLE>


ITEM 9.     UNDERTAKINGS.

         Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

             (i)      To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

             (ii)     To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement
                      (or the most recent post-effective amendment hereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      Registration Statement. Notwithstanding the foregoing,
                      any increase or decrease in volume of securities offered
                      (if the total dollar value of securities offered would
                      not exceed that which was registered) and any deviation
                      from the low or high amounts of the estimated maximum




5






<PAGE>




                      offering range may be reflected in the form of prospectus
                      filed with the Commission pursuant to Rule 124(b) if, in
                      the aggregate, the changes in volume and price represent
                      no more than a 20% change in the maximum offering price
                      set forth in the "Calculation of Registration Fee" table
                      in the effective Registration Statement.

             (iii)    To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement.

Provided, however, that Paragraph 9(1)(i) and 9(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





6




<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Registration Statement Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of New York, State of New York on the 5th
day of February, 2001.

                                  ACTRADE FINANCIAL TECHNOLOGIES LTD.
                                  (REGISTRANT)

                                  BY: /s/ AMOS AHARONI
                                     ------------------------------------------
                                     AMOS AHARONI, CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Alexander C. Stonkus, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all the said attorney-in-fact and
agent or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.


<TABLE>
<CAPTION>

         SIGNATURES                      TITLE                       DATE


<S>                               <C>                                      <C>
/s/ Amos Aharoni                  Chairman of the Board                    February 5, 2001
-------------------------
Amos Aharoni

/s/ Alexander C. Stonkus          President and Chief Executive            February 5, 2001
-------------------------         Officer and Director
Alexander C. Stonkus

/s/ Joseph D'Alessandris          Chief Financial Officer                  February 5, 2001
-------------------------
Joseph D'Alessandris

/s/ Elizabeth Melnik              Secretary/Treasurer                      February 5, 2001
-------------------------         and Director
Elizabeth Melnik

/s/ John Woerner                  Vice President and Director              February 5, 2001
-------------------------
John Woerner
</TABLE>




7




<PAGE>





<TABLE>
<S>                               <C>                                      <C>
/s/ Harry Friedman                Director                                 February 5, 2001
-------------------------
Harry Friedman

/s/ Robert Furstner               Director                                 February 5, 2001
-------------------------
Robert Furstner


</TABLE>



8





</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>




EXHIBIT 4.2


                       ACTRADE FINANCIAL TECHNOLOGIES LTD.
                             2001 STOCK OPTION PLAN

1.   PURPOSE OF PLAN. The purpose of the Actrade Financial Technologies Ltd.
     2001 Stock Option Plan (the "Plan") is to attract, retain and motivate
     employees, directors, consultants and other professional advisors
     (collectively the "Recipients") of Actrade Financial Technologies Ltd.
     (sometimes referred to as the "Parent") and its subsidiaries
     (hereinafter collectively, the "Company") by giving them the
     opportunity to acquire stock ownership in the Parent through the
     issuance of options to purchase shares of Common Stock of the Parent
     (the "Options").

2.   EFFECTIVE DATE AND TERM OF PLAN. The Effective Date of the Plan shall be
     January 1, 2001, subject to the approval of the Plan by the Parent's
     shareholders within 12 months of such date. The Plan shall terminate on
     January 1, 2011 unless terminated earlier by the Board.

3.   ADMINISTRATION. The Plan shall be administered by the Plan Committee which
     shall be established by the Board, which shall appoint and remove members
     of the Plan Committee in its discretion subject only to the requirements
     set forth herein. The Plan Committee shall include a minimum of two
     non-employee directors of the Board as defined in Rule 16b-3 (or any
     successor rule) promulgated by the Securities and Exchange Commission
     ("SEC") pursuant to the Exchange Act. The Plan Committee shall determine
     the meaning and application of the provisions of the Plan and shall
     establish such rules and regulations as it deems necessary for the proper
     administration of the Plan. The Plan Committee's decisions shall be
     conclusive and binding upon all interested persons. Subject to the
     provisions of the Plan, the Plan Committee shall have the sole authority to
     determine:

     (a)  The Recipients of the Options;

     (b)  The Options to be granted to each person;

     (c)  The price to be paid for the Shares upon the exercise of each Option
          (the "Exercise Price"), subject only to the restriction that the
          Exercise Price shall not be less than the Fair Market Value of the
          Shares on the date an Option is granted;

     (d)  The period within which each Option shall be exercised and, with the
          consent of the Parent, any extensions of such period (provided,
          however, that the original exercise period and all extensions thereof
          shall not exceed the maximum exercise period permitted under the
          Plan);

     (e)  The terms and conditions of each Option Agreement entered into between
          the Parent and Recipients and of any amendments thereto (provided that
          the Parent consents to each such amendment).

     (f)  The Plan Committee has the right to determine vesting of the Options,
          subject to the following, which shall apply only to all outstanding
          Options previously issued by the Company prior to the Effective Date
          of this Plan:

          (1)  50% of the Options granted in an Option Agreement shall be
               exercisable into freely tradable registered Shares after one (1)
               year from the Grant Date;












<PAGE>




          (2)  the remaining 50% balance of the Options granted in that same
               Option Agreement shall be exercisable into freely tradable
               registered Shares after two (2) years from the Grant Date;


          (3)  however, in the event that the Recipient, or any transferee or
               assignee of the Recipient, shall cease to be an employee,
               director, consultant or professional advisor to the Company, then
               all vesting of an Option shall immediately terminate.

4.   ELIGIBILITY. Subject to the terms and conditions of the Plan, the Plan
     Committee may, from time to time, designate one or more Recipients to
     receive grants of Options under the Plan. In making its determinations,
     the Plan Committee shall consider the nature of the services rendered
     by such individuals, their past, present and expected future
     contributions to the Company, and such other factors as the Plan
     Committee, in its sole and absolute discretion, shall determine.

5.   SHARES SUBJECT TO PLAN. There shall be reserved for issuance upon the
     exercise of Options granted under the Plan 5,000,000 Shares. Such
     Shares may consist, in whole or in part, of authorized and unissued
     Shares or treasury Shares. To the extent that an Option expires or is
     otherwise terminated without being exercised, the Shares subject to
     such Option shall again be available for issuance in connection with
     future awards granted under the Plan.

6.   GRANT AND TERMS OF OPTIONS.

     (a)  OPTIONS. Options granted under the Plan may be in the form of
          Incentive Stock Options or Non-Qualified Stock Options. Options may be
          granted to any Recipients who provide substantial services to the
          Company. Each Option granted under the Plan shall be evidenced by an
          Option Agreement between the person to whom such Option is granted and
          the Company. Such Option Agreement shall provide that the Option is
          subject to the following terms and conditions and to such other terms
          and conditions not inconsistent therewith as the Plan Committee may
          deem appropriate in each case:

          (1)  EXERCISE PRICE. The price to be paid for each Share upon the
               exercise of an Option shall be determined by the Plan Committee
               at the date the Option is granted and shall not be less than the
               Fair Market Value of the Shares on such date.

          (2)  OPTION TERM. The term of an Option shall be determined by the
               Plan Committee at the time the Option is granted, but in no event
               shall an Option be exercisable more than ten (10) years after the
               Grant Date.

          (3)  PAYMENT FOR SHARES. The Exercise Price for Shares purchased upon
               exercise of an Option shall be paid in full at the time of
               purchase. The Plan Committee may provide that the Exercise Price
               be payable at the election of the holder of the Option, with the
               consent of the Plan Committee, in whole or in part either in cash
               or by delivery of Shares in transferable form, such Shares to be
               valued for such purpose at Fair Market Value on the Exercise
               Date. No Share shall be issued until full payment therefor has
               been made, and no Recipient shall have any rights as an owner of
               Shares until the date of issuance to him or her of the stock
               certificate evidencing such Share.

          (4)  CONVERSION OF OPTIONS AND WARRANTS. The outstanding options and
               warrants of the Company issued to persons eligible to be a
               Recipient under the Plan









<PAGE>





               shall be exchanged for Options under the Plan which shall provide
               that the Options shall have been and shall be deemed to be issued
               as of the dates of issuance or grant of the specific outstanding
               option or warrant, but otherwise shall be subject to all the
               terms and conditions of the Plan.

7.   NONTRANSFERABILITY. The Options granted pursuant to the Plan shall be
     nontransferable except by will or the laws of descent and distribution of
     the state or country of the Recipient's domicile at the time of death (or
     with the consent of the Company at anytime after the first year following
     the Grant Date).

8.   TERMINATION OF RELATIONSHIP. Upon termination of the Recipient's employment
     or other relationship with the Company, the rights to exercise Options then
     held by the Recipient shall be only as follows (in no case do the time
     periods referred to below extend the term specified in any Option):

     (a)  DISABILITY. If a Recipient becomes permanently and totally disabled
          while employed by the Company, such Recipient shall continue to be
          treated as an active employee of the Company and Options may be
          exercised by him within such period as shall then remain under the
          original term of the Options.

     (b)  DEATH. If a Recipient dies while employed by the Company, the
          Recipient's Options shall become fully vested and may be exercised by
          the Recipient's personal representative or by the person entitled
          thereto under his will or the laws of intestate succession within such
          period after the date of his death (not to exceed twelve (12) months)
          as the Plan Committee shall prescribe in his Option Agreement.

     (c)  RETIREMENT. Upon the Retirement of a Recipient, Options may be
          exercised by him within such period as shall then remain under the
          original term of the Options.

     (d)  TERMINATION OF EMPLOYMENT WITH CAUSE. If a Recipient ceases to be
          employed by, or to be a consultant, director or professional advisor
          of, the Company for Cause, Options held at the date of such
          termination (to the extent exercisable at such date of termination)
          may be exercised by the Recipient within such period after the date of
          his termination (not to exceed two (2) months) as the Plan Committee
          shall prescribe in his Option Agreement.

     (e)  TERMINATION OF EMPLOYMENT WITHOUT CAUSE. If a Recipient ceases to be
          employed by, or to be a consultant, director or professional advisor
          of the Company for a reason other than as provided in (a), (b) or (c)
          above, Options held at the date of such termination shall become fully
          vested and may be exercised, in whole or in part, by him within such
          period after the date of his termination (not to exceed one (1) year)
          as the Plan Committee shall prescribe in his Option Agreement.

9.   CHANGES IN CONTROL.

     (a)  ADJUSTMENT OF SHARES. In the event of changes in the outstanding
          Shares by reason of stock dividends, split-ups, consolidations,
          recapitalizations, reorganizations or like events (as determined by
          the Plan Committee), an appropriate adjustment shall be made










<PAGE>





          by the Plan Committee in the number of Shares reserved under the Plan,
          in the number of Shares set forth in Section 5 hereof, and in the
          number of Shares and the Exercise Price specified in any Option
          Agreement with respect to any unpurchased Shares. The determination of
          the Plan Committee as to what adjustments shall be made shall be
          conclusive. Adjustments for any Options to purchase fractional Shares
          shall also be determined by the Plan Committee. The Plan Committee
          shall give prompt notice to all Recipients of any adjustment pursuant
          to this Section.

     (b)  DISSOLUTION, MERGER, SALE OR LIQUIDATION. In the event of a
          dissolution or liquidation of the Parent, a merger or consolidation in
          which the Parent is not the surviving corporation, or a sale of over
          80% of the assets of the Parent, the Plan Committee, in its absolute
          discretion, may cancel each outstanding Option upon payment in cash to
          the Recipient of the amount by which any cash and the Fair Market
          Value of any other property which the Recipient would have received as
          consideration for the Shares covered by the Option if the Option had
          been exercised before such liquidation, dissolution, merger, or sale
          exceeds the Exercise Price of the Option.

     (c)  SUCCESSOR CORPORATION. In the event of a merger or consolidation in
          which the Parent is not the surviving corporation, the continuing or
          surviving corporation may assume the obligations under all outstanding
          Options.

10.  NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any Option granted
     hereunder shall confer upon any Recipient any right to continue in the
     employ of the Company or to continue to perform services for the
     Company, or shall interfere with or restrict in any way the rights of
     the Company to discharge or terminate any officer, director, employee,
     consultant or other professional advisor at any time for any reason
     whatsoever, with or without Cause.

11.  SECURITIES LAW REQUIREMENTS; REGISTRATION AND OTHER LEGAL COMPLIANCE. No
     Shares of the Common Stock shall be required to be issued or granted under
     the Plan unless legal counsel for the Company shall be satisfied that such
     issuance or grant will be in compliance with all applicable state and/or
     federal securities laws and regulations. The Plan Committee may require, as
     a condition of any payment or share issuance, that certain agreements,
     undertakings, representations, certificates, and/or information, as the
     Plan Committee may deem necessary or advisable, be executed or provided to
     the Company to assure compliance with all such applicable laws and
     regulations. Certificates for Shares of Common Stock delivered under the
     Plan may be subject to such stock transfer orders and such other
     restrictions as the Plan Committee may deem advisable under the rules,
     regulations or other requirements of the SEC, any stock exchange upon which
     the Common Stock is then listed, and any applicable state or federal
     securities law. In addition, if, at any time specified herein (or in any
     Option Agreement or otherwise) for (a) the granting of any Option, or the
     making of any determination, (b) the issuance or other distribution of
     Common Stock, or (c) the payment of amounts to or through a Recipient with
     respect to any Option, any law, rule, regulation or other requirement of
     any governmental authority or agency shall require either the Company, any
     Subsidiary or any Recipient (or any estate, designated beneficiary or other
     legal representative thereof) to take any action in connection with any
     such determination, any such Shares to be issued or distributed, any such
     payment, or the making of any such determination, as the case may be, shall
     be deferred until such required action is taken. With respect to









<PAGE>




     persons subject to Section 16 of the Exchange Act, transactions under the
     Plan are intended to comply with all applicable conditions of Rule 16b-3
     promulgated under the Exchange Act.

12.  TAX WITHHOLDING. Unless the Plan Committee permits otherwise, the Recipient
     shall pay the Company in cash, promptly when the amount of such obligations
     becomes determinable (the "Tax Date"), all applicable local, state and
     federal taxes required by law to be withheld with respect to (i) the
     exercise of any Option or (ii) the transfer or other disposition of Shares
     acquired upon exercise of any Option. To the extent authorized by the Plan
     Committee in its absolute discretion, a Recipient may make an election to
     (x) deliver to the Company an interest-bearing, full recourse promissory
     note of the Recipient, (y) have Shares or other securities of the Company
     withheld by the Company, or (z) tender Shares to the Company to pay the
     amount of tax that the Plan Committee in its absolute discretion determines
     to be required to be withheld by the Company, subject to the following
     limitations: (i) such election shall be irrevocable; and (ii) such election
     shall be subject to the approval of the Plan Committee. Any Shares so
     withheld or tendered shall be valued by the Company at their Fair Market
     Value on the Tax Date.

13.  AMENDMENT. The Board or the Plan Committee may amend, suspend or terminate
     this Plan at any time and for any reason, but no amendment, suspension or
     termination shall be made which would impair the rights of any person under
     any outstanding Options without such person's consent; provided, however,
     that if the Code or any other applicable statute, rule or regulation,
     including, but not limited to, those under the Exchange Act, requires
     shareholder approval with respect to the Plan or any type of Plan
     amendment, then to the extent so required, shareholder approval shall be
     obtained.

14.  TERMINATION. This Plan shall terminate automatically ten (10) years after
     its adoption by the Board, unless terminated earlier by resolution of the
     Board or upon consummation of the disposition of capital stock or assets of
     the Parent, as described in Section 9(b). No Options shall be granted after
     termination of this Plan, but the termination of the Plan shall not affect
     the validity of any Option outstanding at the date of such termination.

15.  OPTION AGREEMENT. Each Option granted under the Plan shall be evidenced by
     a written agreement ("Option Agreement") executed by the Company and
     accepted by the Recipient, which (i) shall contain each of the provisions
     and agreements herein specifically required to be contained therein, (ii)
     may contain the agreement of the Recipient to remain in the employ of,
     and/or to render services to, the Company or the Parent or a Subsidiary for
     a period of time to be determined by the Plan Committee, and (iii) may
     contain such other terms and conditions as the Plan Committee deems
     desirable and which are not inconsistent with the Plan.

16.  GOVERNING LAW. This Plan and the rights of all persons under this Plan
     shall be construed in accordance with and under applicable provisions of
     the Code and the laws of the State of New York.

17.  DEFINITIONS. As used in the Plan, the following terms shall have the
     following meanings:

     (i)       "Board" means the Board of Directors of the Company.









<PAGE>





     (ii)      "Cause" means (A) the conviction of a felony involving moral
               turpitude; or (B) gross neglect or willful gross misconduct
               resulting in serious economic harm to the Company, the Parent or
               the Subsidiaries.

     (iii)     "Code" means the United States Internal Revenue Code of 1986, as
               amended from time to time, and any successor statute.

     (iv)      "Common Stock" means the Common Stock, $0.001 par value, per
               share.

     (v)       "Company" means the Parent and its Subsidiaries.

     (vi)      "Disability" means disability as defined in the Recipient's then
               effective employment agreement, or if Recipient is not then a
               party to an effective employment agreement with the Company which
               defines disability, "disability" means disability as determined
               by the Plan Committee in accordance with standards and procedures
               similar to those under the Company's long-term disability plan,
               if any. Subject to the first sentence hereof, at any time that
               the Company does not maintain a long-term disability plan,
               "disability" shall mean any physical or mental disability that is
               determined to be total and permanent by a physician selected in
               good faith by the Company.

     (vii)     "Effective Date" has the meaning set forth in Section 2.

     (viii)    "Exchange Act" means the Securities Exchange Act of 1934, as
               amended from time to time, and any successor statute.

     (ix)      "Fair Market Value" means, as of any date, the value of Common
               Stock determined as follows:

               (1)  If the Common Stock is listed on any established stock
                    exchange or a national market system, including without
                    limitation the Nasdaq National Market or The Nasdaq Small
                    Cap Market of The Nasdaq Stock Market, its Fair Market Value
                    shall be the closing price for such stock (or the closing
                    bid, if no sales were reported) as quoted on such exchange
                    or system for the last market trading day prior to the time
                    of determination, as reported in The Wall Street Journal or
                    such other source as the Plan Committee deems reliable;

               (2)  If the Common Stock is regularly quoted by a recognized
                    securities dealer but selling prices are not reported, the
                    Fair Market Value shall be the mean between the high bid and
                    low asked prices for the Common Stock on the last market
                    trading day prior to the date of determination; or

               (3)  In the absence of an established market for the Common
                    Stock, the Fair Market Value shall be determined in good
                    faith by the Plan Committee.

(x)            "Grant Date" means the date of grant of any Option or any later
               date specified by the Plan Committee.

(xi)           "Incentive Stock Option" means any stock option granted pursuant
               to the provisions of Section 6 of the Plan that is intended to be
               (and is specifically designated as) an "incentive stock option"
               within the meaning of Section 422 of the Code.

(xii)          "Non-Qualified Stock Option" means any stock option granted
               pursuant to the provisions of Section 6 of the Plan that is not
               an Incentive Stock Option.

(xiii)         "Option" has the meaning set forth in Section 1.

(xiv)          "Option Agreement" means the written option agreement covering an
               option as further defined in Section 15.

(xv)           "Parent" means Actrade Financial Technologies Ltd.

(xvi)          "Plan" means the Actrade Financial Technologies Ltd. 2000 Stock
               Option Plan, as amended from time to time.

(xvii)         "Plan Committee" means the committee referred to in Section 3 as
               appointed by the Board.




<PAGE>


(xviii)        "Qualified Domestic Relations Order" has the meaning set forth in
               Section 414 of the Code of Title I of the United States Employee
               Retirement Income Security Act, or the rules thereunder, and any
               successor statute or rule.

(xix)          "Recipient" means the holder of an Option as defined in Section
               1.

(xx)           "Retirement" means the voluntary retirement by the Recipient from
               active employment with the Company on or after the attainment of
               normal retirement age under the Company-sponsored pension or
               retirement plans, or any other age with the consent of the Board.

(xxi)          "SEC" shall mean the United States Securities and Exchange
               Commission.

(xxii)         "Shares" means the shares of Common Stock of the Parent.


(xxiii)        "Subsidiary" has the meaning set forth in Section 425 of the
               Code.

(xxiv)         "Vesting Date" means the date on which an Option becomes wholly
               or partially exercisable.






</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>

<PAGE>





Exhibit 4.3

                                OPTION AGREEMENT

ACTRADE FINANCIAL TECHNOLOGIES LTD. ("ACTRADE"), hereby grants and issues
pursuant to the terms of a certain employment agreement, _______________
(_______________) COMMON STOCK PURCHASE OPTIONS (the "Options"), each of which
shall entitle the holder thereof to purchase one share of its common stock
(hereafter the "Option Shares") to:

                              ____________________

or his duly designated assigns or transferees (hereafter the "Option Holder"),
subject to the following rights, privileges and restrictions:

1.   TERM. The foregoing Options shall be effective for a period of ______ (__)
     Years commencing on _______________ ("Grant Date") and expiring
     _______________ (the "Exercise Period") PROVIDED THAT the Option Holder
     continues as an employee, director, consultant or professional advisor to
     Actrade. In the event that the Option Holder, or any transferee or assignee
     of the Option Holder, shall not be, or cease to be, an employee, director,
     consultant or professional advisor to Actrade then, and only in such event,
     shall the term of this Option be changed to the following:

     (f)  DISABILITY. If the Option Holder becomes permanently and totally
          disabled while employed by Actrade, such Option Holder shall continue
          to be treated as an active employee of the Company and Options may be
          exercised by him/her within such period as shall then remain under the
          original term hereof;

     (g)  DEATH. If the Option Holder dies while employed by Actrade, the
          Options shall become fully vested and may be exercised by his/her
          personal representative or by the person entitled thereto under
          his/her will or the laws of intestate succession within twelve (12)
          months after the date of the Option Holders death;

     (h)  RETIREMENT. Upon the Retirement by the Option Holder, Options may be
          exercised within such period as shall then remain under the original
          term hereof;

     (i)  TERMINATION OF EMPLOYMENT WITH CAUSE. If the Option Holder ceases to
          be employed by, or to be a consultant, director or professional
          advisor of, Actrade for cause (as defined under the Option Holder's
          terms of employment, the Options held at the date of such termination
          (to the extent exercisable at such date of termination) may be
          exercised by the Option Holder within two (2) months after the date of
          such termination, or the expiration of the original terms hereof,
          whichever is earlier;

     (j)  TERMINATION OF EMPLOYMENT WITHOUT CAUSE. If the Option Holder ceases
          to be employed by, or to be a consultant, director or professional
          advisor of Actrade for a reason other than as provided in (a), (b),
          (c) or (d) above, the Options held at the date of such termination
          shall become fully vested and may be exercised, in whole or in part
          within twelve (12) months after the date of such termination, or the
          expiration of the original term hereof, whichever is earlier.









<PAGE>






2. VESTING OF RIGHTS. Anything herein to the contrary notwithstanding, it is
understood and agreed that ownership of the aforesaid Options shall vest as
follows:

     (i)  At the end of each 12-month period following the date on which Options
          granted herein shall fully vest in the Option Holder, the Option
          Holder shall be entitled to exercise up to 50% of said vested Options
          into registered Shares pursuant to the Actrade Financial Technologies
          Ltd. 2001 Stock Option Plan, or any successor plan then in effect;

     (ii) At the end of each 24-month period following the date on which Options
          granted herein shall fully vest in the Option Holder, the Option
          Holder shall be entitled to exercise 100% of the vested Options into
          registered Shares pursuant to the Actrade Financial Technologies Ltd.
          2001 Stock Option Plan, or any successor plan then in effect;

     (iii) At any time Option Holder may exercise any fully vested Options
          granted hereunder and receive unregistered shares that shall be
          subject to restrictions against their sale or further transfer
          pursuant to the provision of the Securities Act of 1933, as amended;

(hereafter the "Vesting Dates") provided that Option Holder is an employee,
director, consultant or professional advisor of Actrade. However, in the event
that the Option Holder shall cease to be a consultant, employee or professional
advisor to Actrade then the Option Holder shall not be entitled to exercise
vested Options into registered Shares pursuant to the Actrade Financial
Technologies Ltd. 2001 Stock Option Plan, or any successor plan then in effect,
and shall only have such rights as existed on the date of the termination of his
or her relationship with Actrade.

3. EXERCISE PRICE AND PARTIAL EXERCISE RIGHTS. The Options shall be exercisable
at a price of $______ per Share at anytime during the Exercise Period, as
defined under Paragraph 1 above. The Exercise Price for Shares purchased upon
exercise of an Option shall be paid in full at the time of purchase. The Options
must be exercised in whole or in part, provided that no such exercise shall be
for amounts of less than _________ Options, at any time prior to the expiration
of the Exercise Period, except where Actrade shall specifically agree in writing
to a different partial exercise by the Option Holder. In the event that a
partial exercise is made by the Option Holder, this Option Agreement shall be
duly endorsed by Actrade to reflect the date and number of Option Shares
acquired by the Option Holder and to state the number of Option Shares remaining
available hereunder.

4.TRANSFERABILITY. Neither this Option nor any right to the Option Shares to be
received upon its exercise may be sold, transferred or assigned by the Option
Holder except by will or the laws of descent and distribution of the state or
country of the Option Holder's domicile at the time of death or with the consent
of Actrade at anytime after the first year following the Grant Date. No such
transfer or assignment shall be deemed accepted by Actrade unless written notice
thereof shall be given to Actrade by the transferring Option Holder and until
such transfer or assignment is accepted by Actrade and duly recorded on its
books and records. The provisions as to the Term of this Option shall apply to
any transferee or assignee for the Option Shares so transferred.

5. ADJUSTMENTS DUE TO RECAPITALIZATION OR STOCK SPLITS. It is understood that in
the event of any recapitalization or forward or reverse stock split by Actrade
which impacts its shares of common stock then, in such event, the number of
Option Shares shall be adjusted to reflect the impact of such action in the same
fashion as if the Option Shares had been issued and









<PAGE>






outstanding on the effective date of such action. However, nothing contained
herein shall be interpreted as intending to protect or exempt the Option Holder
from any dilution due to any issuance of common stock subsequent to the date
hereof resulting from the sale for value by Actrade of any additional shares of
common stock or from the exercise of any warrants or other rights to subscribe
for common stock which may be presently outstanding or which may hereafter be
issued by the due and proper action of the Pan Committee of Actrade.

6. TAXES. It is understood and agreed that, unless the Plan Committee permits
otherwise, any and all applicable local, state and federal taxes required by law
to be withheld with respect to (i) the exercise of any Option or (ii) the
transfer or other disposition of Shares acquired upon exercise of any Option,
shall be the sole and absolute obligation of the Option Holder and Actrade shall
have no obligation or liability with respect thereto.

7. APPLICABLE LAW. This Option Agreement and all controversies or disputes
hereunder shall be governed by the laws of the state of New York and any suit or
action brought hereunder, or relating to any matter which is the subject of this
Option Agreement shall have as its sole venue the appropriate court located with
the city, county and state of New York, and no other place.

8. SAVING CLAUSE. This Option Agreement is being entered into in the state of
New York and the validity, interpretation, performance and enforcement hereof
shall be governed by the domestic laws of New York. In case any one or more of
the provisions contained in this Option Agreement shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Option Agreement,
or of the underlying Option Shares represented hereby, and this Option Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

9. DUE AUTHORIZATION. The issuance of this Option Agreement, and of the
Underlying Option Shares according to the terms stated herein, has been duly
approved by all required corporate action on the part of Actrade and has been
duly approved by the Plan Committee of Actrade as the valid and binding
obligation of Actrade.

DATED: ___________                  ACTRADE FINANCIAL TECHNOLOGIES LTD.


(Seal)

                                    By: _________________________________
                                         Alexander C. Stonkus, President







</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

<PAGE>






EXHIBIT 5 AND 5.1

OPINION AND CONSENT OF B. BRUCE FREITAG, ESQ.

                                B. BRUCE FREITAG
                                 ATTORNEY AT LAW
                               39 SACKERMAN AVENUE
                         NORTH HALEDON, NEW JERSEY 07508

TELEPHONE 973 238 1909                               E-MAIL: FBruceLaw@aol.Com
TELEFAX 973 238 1910

February 5, 2000

Actrade Financial Technologies Ltd.
7 Penn Plaza, Ste. 422
New York, NY 10001

Dear Gentlemen and Ladies:

I have been requested to render my opinion with respect to the authorization for
issuance of 5,000,000 Shares of the Common Stock (the "Shares"), par value
$.0001 per share, of Actrade Financial Technologies Ltd., a Delaware corporation
(the "Company"), for issuance and sale pursuant to the Company's 2001 Stock
Option Plan (the "Plan"). These Shares and the Plan are the subject of a
registration statement filed with the Securities and Exchange Commission on
Form S-8.

I have examined originals, or copies certified to my satisfaction, of the
foregoing Plan, the Company's Articles of Incorporation and Bylaws, such
agreements, documents, certificates and other statements of government officials
and corporate officers and representatives, and other papers as I have deemed
relevant and necessary as a basis for my opinion.

In such examination I have assumed the genuineness of all documents submitted to
me as originals and the conformity with the original document of documents
submitted to me as copies. In addition, as to matters of fact only, I have
relied to the extent I deemed such reliance proper, upon certificates and other
written statements of public officials and corporate officers of the Company.

Based on these examinations, it is my opinion that the Shares have been duly and
validly authorized for issuance in accordance with the terms of the Plan, and
when the Shares are issued, delivered and paid for, in accordance with the terms
of the Plan, they will be duly authorized, validly issued, fully paid and
nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement to be filed on Form S-8 by you.

Sincerely yours,


B. Bruce Freitag






</TEXT>

</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT-23.1
<TEXT>

<PAGE>






            EXHIBIT 23.1.  CONSENT OF INDEPENDENT AUDITORS


                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We consent to the inclusion in the annual report on Form S-8 of our report
dated August 14, 1998 on our audit of the financial statements of Actrade
Financial Technologies Ltd. (formerly Actrade International Ltd and
Subsidiaries) as of June 30, 1998.



ZELLER WEISS & KAHN, LLP

Mountainside, NJ
February 5, 2001










<PAGE>









                  EXHIBIT 23.1. CONSENT OF INDEPENDENT AUDITORS


                          INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration Statement of
Actrade Financial Technologies Ltd. on Form S-8 of our report dated September
25, 2000, appearing in the Annual Report on Form 10-K of Actrade Financial
Technologies Ltd. for the year ended June 30, 2000.



DELOITTE & TOUCHE LLP
New York, New York
February 5, 2001



</TEXT>
</DOCUMENT>
</SUBMISSION>
