<SUBMISSION>
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<PERIOD>20040107
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<ITEMS>7
<FILING-DATE>20040107
<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
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<FORM-TYPE>8-K
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<FILE-NUMBER>000-18711
<FILM-NUMBER>04513501
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<BUSINESS-ADDRESS>
<STREET1>200 COTTONTAIL LANE
<STREET2>VANTAGE COURT SOUTH
<CITY>SOMERSET
<STATE>NJ
<ZIP>08873
<PHONE>7328683100
</BUSINESS-ADDRESS>
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<STREET1>200 COTTONTAIL LANE
<STREET2>VANTAGE COURT SOUTH
<CITY>SOMERSET
<STATE>NJ
<ZIP>08873
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<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ACTRADE INTERNATIONAL LTD
<DATE-CHANGED>19930518
</FORMER-COMPANY>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_010704.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT
<TEXT>

     As filed with the Securities and Exchange Commission on January 7, 2004


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): January 7, 2004


                       ACTRADE FINANCIAL TECHNOLOGIES LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                       0-18711                 13-3437739
-------------------------------    ----------------           -------------
(State or other jurisdiction of    (Commission File           (IRS Employer
     incorporation)                     Number)              Identification No.)


200 COTTONTAIL LANE, VANTAGE COURT SOUTH, SOMERSET, NJ             08873
------------------------------------------------------          ----------
                 (Address of principal executive offices)       (Zip Code)


       Registrant's telephone number, including area code: (732) 868-3100
                                                           --------------

<PAGE>

                                                                               2


ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

On January 7, 2004, the United States Bankruptcy Court for the Southern District
of New York (the "Bankruptcy Court") entered an order (the "Confirmation Order")
confirming the Second Amended Joint Plan of Liquidation (the "Plan") of Actrade
Financial Technologies Ltd. (the "Company") and one of its direct U.S.
subsidiaries, Actrade Capital Inc. (together with the Company, the "Debtors"),
dated December 15, 2003, as amended, in connection with the Debtors' cases under
chapter 11 of Title 11 of the United States Code (jointly administered under
Case no. 02-16212 (ALG)). A copy of the Confirmation Order is filed as Exhibit
2.1 hereto and is incorporated by reference herein. A copy of the Plan, as filed
with the Bankruptcy Court, was attached as Exhibit 2.1 to the Company's Form 8-K
filed on December 16, 2003. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Plan.

The Effective Date of the Plan is expected to be January 8, 2004.

Further inquiries regarding the Plan or the Confirmation Order should be
directed to:

                              Joseph M. Vann, Esq.
                       Cohen Tauber Spievack & Wagner LLP
                        420 Lexington Avenue, 24th Floor
                            New York, New York 10170


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits.

                  EXHIBIT NO.       DESCRIPTION
                  -----------       -----------

                  2.1               Confirmation Order


<PAGE>

                                                                               3


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   ACTRADE FINANCIAL TECHNOLOGIES LTD.



                                   By:  /s/ John Fioretti
                                        ---------------------------------------
                                        Name:   John Fioretti
                                        Title:  Chief Restructuring Officer



Dated:   January 7, 2004


<PAGE>

                                                                               4


                                  EXHIBIT INDEX


EXHIBIT                    DESCRIPTION
-------                    -----------

2.1                        Confirmation Order


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2-1form8k_010704.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>

                                                                     EXHIBIT 2.1
                                                                     -----------



Jeffrey D. Saferstein (JS/5339)
Penny L. Dearborn (PD/7727)
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: (212) 373-3000

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------- x
                                         :
In re:                                   :
                                         :      Chapter 11
ACTRADE FINANCIAL TECHNOLOGIES           :      Case No. 02-16212 (ALG)
LTD., et al.,                            :
                                         :      (Jointly Administered)
                        Debtors.         :
                                         :
---------------------------------------- x

                    FINDINGS OF FACT, CONCLUSIONS OF LAW, AND
                 ORDER UNDER SECTION 1129 OF THE BANKRUPTCY CODE
              AND RULE 3020 OF THE BANKRUPTCY RULES CONFIRMING THE
               DEBTORS' SECOND AMENDED JOINT PLAN OF LIQUIDATION
              UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

                                    RECITALS
                                    --------

         A.       On September 25, 2003, Actrade Financial Technologies Ltd.
("Actrade") and Actrade Capital Inc. ("Capital"),1 each a "Debtor" and,
collectively, the "Debtors," filed the Joint Plan of Liquidation, as amended on
October 30, 2003,

------------------------
1    Unless otherwise defined herein, capitalized terms used herein shall have
     the meanings ascribed to them in the Plan (a copy of which is annexed
     hereto as Exhibit A). Any capitalized term used in the Plan or in this
     Confirmation Order that is not defined in the Plan or in the Confirmation
     Order, but that is used in title 11 of the United States Code, 11 U.S.C.
     ss.ss. 101 et seq. (the "Bankruptcy Code") or in the Federal Rules of
     Bankruptcy Procedure (the "Bankruptcy Rules"), shall have the meaning
     ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules, as
     the case may be.

<PAGE>

December 10, 2003 and December 15, 2003 (the "Plan") and the Disclosure
Statement (the "Disclosure Statement").

         B.       On October 3, 2003, the Debtors filed the Notice of Hearing
and Motion for an Order (i) Approving the Disclosure Statement for (ii)
Establishing, Solicitation, Voting and Tabulation Procedures and Deadlines,
(iii) Scheduling Hearing to Consider Confirmation of Plan, (iv) Establishing
Deadlines for Filing Objections to Confirmation of Plan, and (v) Approving Form
and Manner of Notice of Confirmation Hearing (the "Disclosure Statement
Motion"). The Disclosure Statement Motion was served by first class mail on the
Office of the United States Trustee for the Southern District of New York,
counsel to the Equity Committee and all entities that had filed a notice of
appearance and request for service of papers in these Chapter 11 Cases. An
affidavit confirming service has been filed with the Court.

         C.       After a hearing on October 30, 2003 to consider the Disclosure
Statement Motion, this Court entered an order (the "Disclosure Statement Order")
on October 31, 2003 (i) Approving the Disclosure Statement, (ii) Establishing
Solicitation, Voting and Tabulation Procedures and Deadlines, (iii) Scheduling
Hearing to Consider Confirmation of Plan, (iv) Establishing Deadlines for Filing
Objections to Confirmation of Plan, and (v) Approving Form and Manner of Notice
of Confirmation Hearing.

         D.       As required by the Disclosure Statement Order, the Debtors,
through their balloting agent, Bankruptcy Services LLC ("BSI"), on or about
November 6, 2003, timely mailed the Solicitation Packages containing a copy of
the Disclosure Statement Order, the Confirmation Hearing Notice and the
Disclosure Statement, together with all exhibits thereto, including the Plan to
(a) all persons or


                                        2
<PAGE>

entities that have filed proofs of claim or equity interests on or before the
Record Date, except to the extent a Claim was expunged by prior order of the
Court, (b) all persons or entities listed in the Schedules as holding
liquidated, noncontingent or undisputed Claims as of the Record Date, (c) all
persons or entities listed in the Debtors' list of equity holders, (d) other
known holders of Claims against or equity interests in the Debtors, if any, as
of the Record Date, (e) all banks or brokerage firms identified by the Debtors
as an entity through which the beneficial owner holds Class 6 Interests, (f) any
parties in interest that have filed a notice in accordance with Bankruptcy Rule
2002 in the Debtors' Chapter 11 Cases, (g) counsel to the Equity Committee, and
(g) the Office of the United States Trustee for the Southern District of New
York. The Confirmation Hearing Notice was published in THE WALL STREET JOURNAL
(national edition). Affidavits of service and publication confirming such actual
and publication notice have been filed with the Court.

         E.       On or about November 6, 2003, pursuant to the terms of the
Disclosure Statement Order, the Debtors caused BSI to timely mail to all holders
of Claims and Equity Interests in classes entitled to vote to accept or reject
the Plan an appropriate form of Ballot and a Ballot return envelope as part of
their Solicitation Packages.

         F.       The Debtors filed the Affidavit of Diane Streany Certifying
Tabulation of Votes Cast for Holders of Unsecured Claims on the Debtors' Second
Amended Plan of Liquidation attesting to and certifying the method and results
of the ballot and master ballot tabulation for Classes 3, 4, 5 and 6 voting to
accept or reject the Plan (the "Voting Report").

         G.       The Debtors received no objections to confirmation of the
Plan.


                                       3
<PAGE>

         H.       On December 11, 2003, the Debtors filed (i) a memorandum of
law (the "Confirmation Memorandum"), (ii) the Declaration of John Fioretti (the
"Fioretti Declaration"), and (iii) the Voting Report, all in support of
confirmation of the Plan.

         I.       The Confirmation Hearing was held on December 15, 2003 at
11:00 a.m.

         NOW, THEREFORE, based upon the Court's review of the Confirmation
Memorandum, the Fioretti Declaration and the Voting Report previously filed with
the Court and upon (i) all of the evidence proffered or adduced and arguments of
counsel made at the Confirmation Hearing and (ii) the entire record of these
Chapter 11 Cases and after due deliberation thereon and good cause appearing
therefor:

                  FINDINGS OF FACT AND CONCLUSIONS OF LAW (2)
                  -------------------------------------------

         IT IS HEREBY FOUND AND DETERMINED THAT:

         1.       EXCLUSIVE JURISDICTION; VENUE; CORE PROCEEDING (28 U.S.C.
ss.ss. 157, 1334(a), 1408 and 1409). This Court has jurisdiction over these
Chapter 11 Cases pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper
before the Court pursuant to 28 U.S.C. ss.ss. 1408 and 1409. Confirmation of the
Plan is a core proceeding under 28 U.S.C. ss. 157(b)(2), and this Court has
exclusive jurisdiction to determine whether the Plan complies with the
applicable provisions of the Bankruptcy Code and should be confirmed.

------------------------
2    Findings of fact shall be construed as conclusions of law and conclusions
     of law shall be construed as findings of fact when appropriate. See Fed. R.
     Bankr. P. 7052.


                                        4
<PAGE>

         2.       JUDICIAL NOTICE. This Court takes judicial notice of the
docket of these Chapter 11 Cases maintained by the Clerk of the Court and/or its
duly-appointed agent, including, without limitation, all pleadings and other
documents filed, all orders entered, and all evidence and arguments made,
proffered or adduced at the hearings held before the Court during these Chapter
11 Cases, including, without limitation, the hearing to consider the adequacy of
the Disclosure Statement.

         3.        BURDEN OF PROOF. The Debtors, as proponent of the Plan, have
the burden of proving the elements of subsections 1129(a) and (b) of the
Bankruptcy Code by a preponderance of the evidence.

         4.       TRANSMITTAL AND MAILING OF MATERIALS; NOTICE. The Solicitation
Packages were transmitted and served in compliance with the Disclosure Statement
Order and the Bankruptcy Rules, and such transmittal and service were adequate
and sufficient. Adequate and sufficient notice of the Confirmation Hearing and
the other dates and hearings described in the Disclosure Statement Order was
given in compliance with the Bankruptcy Rules and Disclosure Statement Order,
and no other or further notice is or shall be required.

         5.       PLAN COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE
BANKRUPTCY Code (11 U.S.C. ss. 1129(a)(1)). As set forth below, the Plan
complies with the applicable provisions of the Bankruptcy Code, thereby
satisfying section 1129(a)(1) of the Bankruptcy Code.

                  i.       Proper Classification of Claims and Interests (11
                           U.S.C. ss.ss. 1122, 1123(a)(1)). In addition to
                           Administrative Claims, Fee Claims and Priority Tax
                           Claims, which need not be classified, the Plan
                           designates seven (7) Classes of Claims and Interests.
                           The Claims or Interests placed in


                                        5
<PAGE>

                           each Class are substantially similar to other Claims
                           or Interests, as the case may be, in such Class.
                           Valid business, factual and/or legal reasons exist
                           for separately classifying the various Classes of
                           Claims and Interests created under the Plan, and,
                           therefore, the Plan does not unfairly discriminate
                           among holders of Claims or Interests. Thus, the Plan
                           satisfies sections 1122 and 1123(a)(1) of the
                           Bankruptcy Code.

                  ii.      SPECIFICATION OF UNIMPAIRED CLASSES (11 U.S.C. ss.
                           1123(a)(2)). Article V. of the Plan specifies that
                           Classes 1 and 2 are not impaired, thereby satisfying
                           section 1123(a)(2) of the Bankruptcy Code.

                  iii.     SPECIFICATION OF TREATMENT OF IMPAIRED CLASSES (11
                           U.S.C. ss. 1123(a)(3)). Article V. of the Plan
                           designates Classes 3, 4, 5, 6 and 7 as impaired and
                           specifies the treatment of Claims and Interests in
                           those Classes, thereby satisfying section 1123(a)(3)
                           of the Bankruptcy Code.

                  iv.      EQUAL TREATMENT WITHIN CLASSES (11 U.S.C. ss.
                           1123(a)(4)). The Plan provides for the same treatment
                           by the Debtors for each Claim or Interest in a
                           particular Class unless the holder of a particular
                           Claim or Interest in such Class has agreed to a less
                           favorable treatment of its Claim or Interest, thereby
                           satisfying section 1123(a)(4) of the Bankruptcy Code.

                  v.       IMPLEMENTATION OF PLAN (11 U.S.C. ss. 1123(a)(5)).
                           The Plan provides adequate and proper means for
                           implementation of the Plan, thereby satisfying
                           section 1123(a)(5) of the Bankruptcy Code.

                  vi.      CHARTER PROVISIONS (11 U.S.C. ss. 1123(a)(6)). As the
                           Debtors will not operate a business after
                           confirmation of the Plan, section 1123(a)(6) is not
                           applicable.

                  vii.     SELECTION OF OFFICERS AND DIRECTORS (11 U.S.C. ss.
                           1123(a)(7)). Article VI. of the Plan provides that
                           the Liquidation Trustee shall serve as the sole
                           officer and sole director of the Post-Confirmation
                           Debtors. Section 7.6 of the Plan further provides
                           that the Liquidation Trustee shall be compensated
                           from the Liquidation Trust Expense Fund pursuant to
                           the terms of the Liquidation Trust Employment
                           Agreement, in the form filed with the Court on
                           December 30, 2003, as part of the Amended Plan
                           Supplement. The foregoing provisions of the Plan for
                           the selection of


                                        6
<PAGE>

                           directors and officers are consistent with the
                           interests of creditors and equity holders and with
                           public policy, thereby satisfying section 1123(a)(7)
                           of the Bankruptcy Code.

                  viii.    RULE 3016(a) OF THE BANKRUPTCY RULES. The Plan is
                           dated and identifies the entity submitting it,
                           thereby satisfying Rule 3016(a) of the Bankruptcy
                           Rules.

         6.       DEBTORS' COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE
BANKRUPTCY CODE (11 U.S.C. ss. 1129(a)(2)). The Debtors have complied with the
applicable provisions of the Bankruptcy Code, thereby satisfying section
1129(a)(2) of the Bankruptcy Code. Specifically:

                  i.       the Debtors are a proper debtor under section 109 of
                           the Bankruptcy Code and a proper proponent of the
                           Plan under section 1121(a) of the Bankruptcy Code;

                  ii.      the Debtors have complied with applicable provisions
                           of the Bankruptcy Code, except as otherwise provided
                           or permitted by orders of the Court; and

                  iii.     the Debtors have complied with the applicable
                           provisions of the Bankruptcy Code, the Bankruptcy
                           Rules, and the Disclosure Statement Order in
                           transmitting the Confirmation Hearing Notice and the
                           Solicitation Packages and in soliciting and
                           tabulating votes on the Plan.

         7.       PLAN PROPOSED IN GOOD FAITH (11 U.S.C. ss. 1129(a)(3)). The
Debtors have proposed the Plan in good faith and not by any means forbidden by
law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. In
determining that the Plan has been proposed in good faith, the Court has
examined the totality of the circumstances surrounding the filing of these
Chapter 11 Cases and the formulation of the Plan. These Chapter 11 Cases were
filed, and the Plan was proposed, with the legitimate and honest purposes of
expeditiously distributing the cash proceeds of the sale of the Debtors' assets
to holders of Claims.


                                        7
<PAGE>

         8.       PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C. ss.
1129(a)(4)). Except as provided for in Section 7.6 (governing compensation of
the Liquidation Trustee and his retained professionals), any payment made or to
be made by the Debtors for services or for costs and expenses in or in
connection with these Chapter 11 Cases, or in connection with the Plan and
incident to these Chapter 11 Cases, have been approved by, or are subject to the
approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of
the Bankruptcy Code.

         9.       DIRECTORS, OFFICERS AND INSIDERS (11 U.S.C. ss. 1129(a)(5)).
The 9. Debtors have complied with section 1129(a)(5) of the Bankruptcy Code.
Paragraph 28 of the Fioretti Declaration provides that the sole officer and
director of the Post- Confirmation Debtors shall be the Liquidation Trustee,
Neil Grossman. The appointment of the Liquidation Trustee as the sole officer
and director of the Post-Confirmation Debtors is consistent with the interests
of creditors, equity holders, and with public policy, thereby satisfying section
1129(a)(5) of the Bankruptcy Code.

         10.      NO RATE CHANGES (11 U.S.C. ss. 1129(a)(6)). The Debtors will
not operate a business after confirmation of the Plan; therefore, its prices are
not subject to governmental regulation. Thus, section 1129(a)(6) of the
Bankruptcy Code is not applicable in these Chapter 11 Cases.

         11.      BEST INTERESTS OF CREDITORS TEST (11 U.S.C. ss. 1129(a)(7)).
The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The evidence
proffered or adduced at the Confirmation Hearing, including the proffered
testimony of John Fioretti and the Declaration of John Fioretti, the Chief
Restructuring Officer of the Debtors, (i) is persuasive and credible, (ii) has
not been controverted by other evidence or challenged,


                                        8
<PAGE>

and (iii) establishes that each holder of a Claim or Interest in an impaired
Class either (x) has accepted the Plan or (y) will receive or retain under the
Plan, on account of such Claim or Interest, property of a value, as of the
Effective Date of the Plan, that is not less than the amount that it would
receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.

         12.      TREATMENT OF PRIORITY CLAIMS (11 U.S.C. ss. 1129(a)(9)). The
Plan's treatment of Allowed Administrative Claims, Allowed Other Priority Claims
and Allowed Priority Tax Claims satisfies the requirements of sections
1129(a)(9)(A), (B), and (C) of the Bankruptcy Code, respectively. The Plan
provides for the payment in full, in cash, of Allowed Administrative Claims and
Allowed Other Priority Claims on the later of the Effective Date and the date
such Administrative Claim or such Other Priority Claim becomes either an Allowed
Administrative Claim or an Allowed Other Priority Claim, as the case may be. In
the case of Allowed Priority Tax Claims, the Plan provides for either (a) the
full amount thereof, without post-petition interest or penalty in cash as soon
as practicable after the later of (i) the Effective Date and (ii) the date on
which such Claim becomes an Allowed Priority Tax Claim or upon other agreed
terms, or (b) such lesser amount as the holder of an allowed Priority Tax Claim
and the Debtors, the Post- Confirmation Debtors or the Liquidation Trustee might
otherwise agree.

         13.      ACCEPTANCE OF AT LEAST ONE IMPAIRED CLASS (11 U.S.C. ss.
1129(a)(10)). Two impaired Classes under the Plan (i.e., Classes 3 and 6) have
voted to accept the Plan in requisite numbers and amounts without the need to
include any acceptance of the Plan by any insider. Accordingly, the requirement
of Section 1129(a)(10) of the Bankruptcy Code has been satisfied.


                                       9
<PAGE>

         14.      FEASIBILITY (11 U.S.C. ss. 1129(a)(11)). The Plan provides for
the liquidation of the Debtors' remaining assets and for the distribution of the
proceeds to creditors and interest holders in accordance with the priority
scheme of the Bankruptcy Code and the terms of the Plan. The Disclosure
Statement and the evidence proffered or adduced at the Confirmation Hearing (i)
are persuasive and credible, (ii) have not been controverted by other evidence
or challenged, and (iii) establish that the Plan is feasible, thus satisfying
the requirements of section 1129(a)(11) of the Bankruptcy Code.

         15.      PAYMENT OF CERTAIN FEES (11 U.S.C. ss. 1129(a)(12)). All fees
payable on or before the Effective Date under 28 U.S.C. ss. 1930 either have
been paid or will be paid on the Effective Date pursuant to Section 12.5 of the
Plan. Accordingly, the Plan satisfies section 1129(a)(12) of the Bankruptcy
Code.

         16.      CONTINUATION OF RETIREE BENEFITS (11 U.S.C. ss. 1129(a)(13)).
The evidence adduced at the Confirmation Hearing establishes that the Debtor is
not obligated, now or in the future, to pay retiree benefits. Thus, section
1129(a)(13) of the Bankruptcy Code is inapplicable to these Chapter 11 Cases.

         17.      FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11 U.S.C. ss.
1129(b)). The Debtors presented uncontroverted evidence at the Confirmation
Hearing that the Plan does not discriminate unfairly and is fair and equitable
with respect to Classes 4, 5 and 7, as required by section 1129(b)(1) of the
Bankruptcy Code. Thus, although section 1129(a)(8) has not been satisfied with
respect to Classes 4, 5 and 7, the Plan is confirmable because the Plan
satisfies section 1129(b) of the Bankruptcy Code with respect to Classes 4, 5
and 7.


                                       10
<PAGE>

         18.       GOOD FAITH SOLICITATION (11 U.S.C. ss. 1125(e)). Based upon
the record before the Court, the Debtors and their agent have solicited votes on
the Plan in good faith and in compliance with the applicable provisions of the
Bankruptcy Code and are entitled to the protections afforded by section 1125(e)
of the Bankruptcy Code and the exculpatory and injunctive provisions set forth
in Sections 12.10 and 12.11 of the Plan.

         19.      SATISFACTION OF CONFIRMATION REQUIREMENTS. The Plan satisfies
the requirements for confirmation set forth in subsections 1129(a) and (b) of
the Bankruptcy Code.

         20.      RETENTION OF JURISDICTION. The Court may properly retain
jurisdiction over the matters set forth in Article XI. of the Plan and paragraph
39 below.

                                    DECREES
                                    -------

         NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED
THAT:

         1.       CONFIRMATION. The Plan (a copy of which is annexed hereto as
EXHIBIT A), is approved and confirmed under section 1129 of the Bankruptcy Code.

         2.       PROVISIONS OF PLAN AND ORDER NONSEVERABLE AND MUTUALLY
DEPENDENT. The provisions of the Plan and this Confirmation Order, including the
findings of fact and conclusions of law set forth herein, are nonseverable and
mutually dependent.

         3.       PLAN CLASSIFICATION CONTROLLING. The classification of Claims
and Interests for purposes of the distributions to be made under the Plan shall
be governed solely by the terms of the Plan. The classifications set forth on
the Ballots tendered to or


                                       11
<PAGE>

returned by the Debtors' creditors and equity holders in connection with voting
on the Plan (i) were set forth on the Ballots solely for purposes of voting to
accept or reject the Plan, (ii) do not necessarily represent, and in no event
shall be deemed to modify or otherwise affect, the actual classification of such
Claims or Interests under the Plan for distribution purposes, and (iii) shall
not be binding on the Debtors, their estates, the Post- Confirmation Debtors or
the Liquidation Trustee.

         4.        BINDING EFFECT. Pursuant to section 1141 of the Bankruptcy
Code, effective as of the Confirmation Date, but subject to the occurrence of
the Effective Date, and except as expressly provided in the Plan or this
Confirmation Order, the provisions of the Plan (including the exhibits to, and
all documents and agreements executed pursuant to, the Plan) and the
Confirmation Order shall be binding on (i) the Debtors, (ii) the Post-
Confirmation Debtors, (iii) all holders of Claims against and Interests in the
Debtors, whether or not impaired under the Plan and whether or not, if impaired,
such holders accepted the Plan, (iv) each person acquiring property under the
Plan and (v) the Liquidation Trust and the Liquidation Trustee.

         5.       REVESTING OF ASSETS. Pursuant to Section 7.1 of the Plan, the
Remaining Assets of the Debtors' estates shall be transferred to the Liquidation
Trust on the Effective Date. From and after the Effective Date, all such
property shall be distributed in accordance with the provisions of the Plan, the
Liquidation Trust Agreement and this Confirmation Order. The Liquidation Trust
shall be deemed the successor to the Post-Confirmation Debtors upon their
dissolution for all purposes, including, without limitation, any applicable
legal rights and privileges.


                                       12
<PAGE>

         6.       RELEASES. In order for the estates not to be burdened with the
claims of certain officers and directors of the Debtors, the Plan provides for
certain exculpations, releases, and injunctions, as follows:

                  (a)      RELEASES BY DEBTORS. On the Effective Date, the
Debtors and each of their subsidiaries, on behalf of themselves and their
estates, shall be deemed to release unconditionally the Debtors' current
officers (and the Debtors' former Chief Executive Officer, Richard McCormick),
directors and employees, advisors, attorneys, financial advisors, accountants,
other professionals, the Equity Committee Members, counsel to the Equity
Committee and financial advisors to the Equity Committee, from any and all
claims, obligations, suits, judgments, damages, rights, causes of action, and
liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon actions taken in their respective capacities described above with
respect to any omission, transaction, event, or other occurrence taking place on
or prior to the Effective Date in any way relating to the Debtors, the Chapter
11 Cases or the Plan; provided, however, that the foregoing release shall not
apply to any action or omission that constitutes gross negligence or willful
misconduct and, provided, further, that with respect to the Debtors'
professionals, the foregoing release shall only apply to professionals who were
retained by the Debtors in their Chapter 11 Cases.

                  (b)      RELEASES BY HOLDERS OF CLAIMS AND EQUITY INTERESTS.
On the Effective Date, each holder of a Claim or Equity Interest, of any nature,
shall be deemed to release unconditionally the Debtors' officers (and the
Debtors' former Chief


                                       13
<PAGE>

Executive Officer, Richard McCormick), directors, employees, advisors,
attorneys, financial advisors, accountants, other professionals, the Equity
Committee members, counsel to the Equity Committee and financial advisors to the
Equity Committee, from any and all claims, obligations, suits, judgments,
damages, rights, causes of action, and liabilities whatsoever, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, based in whole or in part upon actions taken in their respective
capacities described above with respect to any omission, transaction, event, or
other occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases or the Plan; PROVIDED, HOWEVER,
that the foregoing release shall apply to professionals who were retained by the
Debtors in their Chapter 11 Cases. Notwithstanding anything to the contrary
herein, this Plan shall not release or discharge any claims held by the SEC or
Deloitte & Touche LLP against any non-debtors, or enjoin or restrain the SEC or
Deloitte & Touche LLP from instituting or enforcing any such claims against any
non-debtors. Nothing in this subsection shall be construed to operate as a
release of the claims against Deloitte & Touche LLP in the class action
captioned IN RE ACTRADE FINANCIAL TECHNOLOGIES LTD. SECURITIES LITIGATION
referred to in Section V.C. of the Disclosure Statement. Nothing in Section
12.10 of the Plan shall be deemed a release of the Debtors' directors or
officers named in the Actrade Securities Litigation.

                  (c)      RELEASES OF UNITED STATES GOVERNMENT. Nothing in
Section 12.10 of the Plan shall effect a release of any claim of the United
States Government or any of its agencies or any state and local authority
whatever, including, without limitation, any claim arising under the Internal
Revenue Code, the environmental


                                       14
<PAGE>

laws or any criminal laws of the United States or any state and local authority
against the Releasees, nor shall anything in this Order or the Plan enjoin the
United States or any state or local authority from bringing any claim, suit,
action or other proceedings against the Releasees from any liability whatever,
including, without limitation, any claim arising under the Internal Revenue
Code, the environmental laws or any criminal laws of the United States or any
state and local authority.

                  (d)      EXCULPATION. Notwithstanding anything herein to the
contrary, as of the Effective Date, none of the Debtors and the Debtors'
officers, including the Debtors' former Chief Executive Officer, Richard
McCormick, directors, employees, accountants, financial advisors, investment
bankers, attorneys for the Debtors, and, solely in their capacity as such, the
Equity Committee members, counsel to the Equity Committee, and financial
advisors to the Equity Committee shall have or incur any liability for any
claim, cause of action or other assertion of liability for any act taken or
omitted to be taken since the Petition Date in connection with, or arising out
of, these Chapter 11 Cases, the confirmation, consummation, or administration of
the Plan, or property to be distributed under the Plan, except for willful
misconduct or gross negligence.

         7.       INJUNCTION. Except as otherwise provided in the Plan, from and
after the Confirmation Date all persons who have held, hold or may hold Claims
against or Interests in the Debtors are permanently enjoined from taking any of
the following actions against the Debtors, the Liquidation Trustee, the
Liquidation Trust Committee or any of their properties on account of such Claims
or Interests (a) commencing or continuing, in any manner or in any place, any
action or other proceeding; (b) enforcing,


                                       15
<PAGE>

attaching, collecting or recovering in any manner any judgment, award, decree or
order; (c) creating, perfecting or enforcing any Lien or encumbrance; (d)
asserting a setoff, right of subrogation or recoupment of any kind against any
debt, liability or obligation due to the Debtors (except to the extent such
setoff, right of subrogation and recoupment has already been asserted by way of
the filing of a timely proof of claim or otherwise), and (e) commencing or
continuing, in any manner or in any place, any action that does not comply with
or is inconsistent with the provisions of the Plan, provided, however, that
nothing contained herein shall preclude such persons from exercising their
rights pursuant to and consistent with the terms of the Plan. Such injunction
shall extend to successors of the Debtors (including, without limitation, the
Post-Confirmation Debtors and the Liquidation Trust) and their respective
properties.

         8.       CONTINUATION OF AUTOMATIC STAY. All injunctions or stays
provided for in these Chapter 11 Cases under sections 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until all property of the Post-Confirmation
Debtors' estate and the Liquidation Trust has been distributed and the
Post-Confirmation Debtors have been dissolved, except as otherwise provided in
the Plan.

         9.       REJECTED CONTRACTS AND LEASES. Except as otherwise provided in
the Plan, or in any contract, instrument, release or other agreement or document
entered into in connection with the Plan, each of the executory contracts and
unexpired leases to which the Debtors are a party, to the extent such contracts
or leases are executory contracts or unexpired leases, is rejected by the
Post-Confirmation Debtors pursuant to section 365 of the Bankruptcy Code
effective on and subject to the occurrence of the


                                       16
<PAGE>

Effective Date, unless such contract or lease previously (i) shall have been
assumed or rejected by the Debtors or (ii) shall have expired or terminated
pursuant to its own terms. The Debtors shall promptly provide notice of such
rejection to each party to a rejected contract.

         10.      GENERAL AUTHORIZATIONS; PLAN MODIFICATIONS. Pursuant to
section 1142(b) of the Bankruptcy Code, (i) the Debtors, (ii) the
Post-Confirmation Debtors, (iii) the Liquidation Trustee, and (iv) all other
necessary parties are authorized and empowered to (x) execute and deliver any
instrument, agreement or document and (y) perform any act that is necessary,
desirable, or required to comply with the terms and conditions of the Plan and
consummation of the Plan, and are authorized and empowered, without limitation,
to take all actions necessary or appropriate to enter into, implement, and
consummate the contracts, instruments, and other agreements or documents created
in connection with the Plan. After entry of this Confirmation Order, the
Debtors, the Post-Confirmation Debtors or the Liquidation Trustee may make
non-material amendments or modifications to the Plan, or remedy any defect or
omission or reconcile any inconsistency in the Plan, in such manner as may be
necessary to carry out the purpose and intent of the Plan, provided that all
such modifications or amendments are filed with the Court.

         11.      AMENDED PLAN SUPPLEMENT APPROVED. The forms, terms and
provisions of each of the Amended Plan Supplement documents (collectively, the
"Plan Documents") filed with the Court on December 30, 2003 are hereby approved.
The Debtors are hereby authorized, until the Plan shall have become effective in
accordance with its terms, to make non-material amendments, supplements or
modifications to any of


                                       17
<PAGE>

the Plan Documents, consistent with the terms of each of the Plan Documents,
provided each such amendment, supplement or modification is filed with the
Court. Each of the Plan Documents shall constitute a legal, valid, binding and
authorized obligation of the respective parties thereto, enforceable in
accordance with its terms (except as enforceability may be limited by any
bankruptcy or insolvency proceeding filed by any party thereto subsequent to the
date of the execution of such document).

         12.      AUTHORIZATIONS UNDER DELAWARE LAW. The Debtors are authorized,
empowered, and directed pursuant to section 303 of the Delaware General
Corporation Law to take any and all actions necessary or desirable to implement
the transactions contemplated by the Plan and this Confirmation Order, all
without further corporate action or action of the directors or stockholders of
the Post-Confirmation Debtors.

         13.      EXEMPTION FROM TRANSFER TAXES. Pursuant to section 1146(c) of
the Bankruptcy Code, any transfer from the Debtors to the Post-Confirmation
Debtors or to the Liquidation Trust or otherwise pursuant to the Plan shall not
be subject to any stamp, real estate transfer, recording or other similar tax or
governmental assessment, and the Confirmation Order shall direct the appropriate
state or local governmental officials or agents to forgo the collection of any
such tax or governmental assessment and to accept for filing and recordation any
of the foregoing instruments or other documents without the payment of any such
tax or governmental assessment.

         14.      BAR DATE FOR ADMINISTRATIVE CLAIMS. Except as otherwise
ordered by this Court, all holders of asserted Administrative Claims shall
submit proofs of Claim on or before the 30th day after notice of an
administrative claims bar date (the "Administrative Claims Bar Date") or be
forever barred from


                                       18
<PAGE>

doing so. The Debtors or the Post-Confirmation Debtors, the Liquidation Trust
Committee or the Liquidation Trustee, as the case may be, shall have 30 days (or
such longer period as may be allowed by order of this Court) following the
Administrative Claims Bar Date to review and object to such Administrative
Claims and serve such objections upon the holders of such Administrative Claims.
The following persons or entities need not file a proof of Administrative Claim:

                  i.       any person who, or entity which, has a claim that has
                           arisen in the ordinary course of business of the
                           Debtors or has already filed a proof of
                           Administrative Claim against the Debtor with the
                           Clerk of the Court;

                  ii.      any holder of a Claim for compensation for services
                           rendered or reimbursement of expenses incurred
                           through and including the Confirmation Date under
                           sections 327, 328, 330, 331, or 503(b) of the
                           Bankruptcy Code; and

                  iii.     any holder of an Administrative Claim that has
                           heretofore been deemed Allowed under the Plan or been
                           Allowed by order of the Court.

         15.      PROFESSIONAL COMPENSATION AND REIMBURSEMENT CLAIMS. As
provided in Section 3.5 of the Plan, all entities requesting compensation or
reimbursement for Fee Claims pursuant to sections 327, 328, 330, 331, 503(b) or
1103 of the Bankruptcy Code for services rendered to the Debtors through the
Effective Date shall file and serve on the Liquidation Trustee, its counsel and
counsel to the Equity Committee, and such other entities who are designated by
the Bankruptcy Rules, the Confirmation Order or other order of the Court, an
application for final allowance of compensation and reimbursement of expenses no
later than forty-five (45) days after notice of this requirement. Objections to
any Fee Claims must be filed and served on the Post-Confirmation Debtors, their
counsel, the Liquidation Trustee


                                       19
<PAGE>


and counsel to the Equity Committee and the requesting party or other entity by
30 days after the filing of the applicable request for payment of the Fee Claim.

         16.      Other than with respect to Administrative Claims that are Fee
Claims and except to the extent that the Debtors, the Post-Confirmation Debtors
or the Liquidation Trustee, as the case may be, and any entity entitled to
payment of any Allowed Administrative Claim agrees to a different treatment,
each holder of an Allowed Administrative Claim shall be paid in respect of such
Allowed Claim (a) the full amount thereof in Cash, as soon as practicable after
the later of (i) the Effective Date and (ii) the date on which such Claim
becomes an Allowed Claim or upon other agreed terms, or (b) such lesser amount
as may be agreed between the holder of an Allowed Administrative Claim and the
Debtors, the Post-Confirmation Debtors or the Liquidation Trustee.

         17.      PAYMENT OF FEES. All fees payable by the Debtors on or before
the Effective Date pursuant to 28 U.S.C. ss. 1930 shall be paid by the Debtors
on or before the Effective Date and all such fees payable thereafter shall be
paid by the Post-Confirmation Debtors or the Liquidation Trust.

         18.      FAILURE TO CONSUMMATE PLAN. In accordance with Section 10.3 of
the Plan, if the Effective Date does not occur on or before sixty (60) days
after the Confirmation Date: this Confirmation Order may be vacated upon order
of the Court after motion made by the Debtors or any party in interest and an
opportunity for parties in interest, including the Equity Committee, to be
heard.


                                       20
<PAGE>

         19.      RETENTION OF JURISDICTION. This Court shall have jurisdiction
of all matters arising out of, or related to, these Chapter 11 Cases and the
Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the
Bankruptcy Code and for, among other things, the following purposes:

                  i.       to determine the allowance, classification, priority
                           or subordination of Claims and Interests against the
                           Debtors upon objection by the Liquidation Trustee or
                           any other party in interest;

                  ii.      to issue injunctions or take such other actions or
                           make such other orders as may be necessary or
                           appropriate to restrain interference with the Plan or
                           its execution or implementation by any Person, to
                           construe and to take any other action to enforce and
                           execute the Plan, the Confirmation Order, or any
                           other order of the Court, to issue such orders as may
                           be necessary for the implementation, execution,
                           performance and consummation of the Plan and all
                           matters referred to herein, and to determine all
                           matters that may be pending before the Court in these
                           Chapter 11 Cases on or before the Effective Date with
                           respect to any Entity;


                  iii.     to determine any and all applications for allowance
                           of compensation and expense reimbursement of
                           Professionals for periods before the Effective Date,
                           as provided for in the Plan;

                  iv.      to determine the allowance and classification of any
                           Priority Tax Claims, Other Priority Claims,
                           Administrative Claims or any request for payment of
                           an Administrative Claim;

                  v.       to resolve any dispute arising under or related to
                           the implementation, execution, consummation or
                           interpretation of the Plan and/or Confirmation Order
                           and the making of distributions hereunder and
                           thereunder, including, without limitation, any
                           dispute concerning payment of professional fees and
                           expenses of the Liquidation Trustee;

                  vi.      to determine any and all motions for the rejection,
                           assumption, or assignment of executory contracts or
                           unexpired leases, and to determine the allowance of
                           any


                                       21
<PAGE>

                           Claims resulting from the rejection of executory
                           contracts and unexpired leases;

                  vii.     to determine all applications, motions, adversary
                           proceedings, contested matters, actions, and any
                           other litigated matters instituted in these Chapter
                           11 Cases by or on behalf of the Debtors, including,
                           but not limited to, the Causes of Action commenced by
                           the Liquidation Trustee, and any remands;

                  viii.    to determine such other matters, and for such other
                           purposes, as may be provided in the Confirmation
                           Order or as may be authorized under provisions of the
                           Bankruptcy Code;

                  ix.      to modify the Plan under section 1127 of the
                           Bankruptcy Code, remedy any defect, cure any
                           omission, or reconcile any inconsistency in the Plan
                           or the Confirmation Order so as to carry out its
                           intent and purposes;

                  x.       to issue such orders in aid of consummation of the
                           Plan and the Confirmation Order notwithstanding any
                           otherwise applicable non-bankruptcy law, with respect
                           to any Entity, to the full extent authorized by the
                           Bankruptcy Code;

                  xi.      to protect the Property of the Debtors and Post-
                           Confirmation Debtors and Property transferred to the
                           Liquidation Trust pursuant to the Plan from adverse
                           Claims or interference inconsistent with the Plan,
                           including to hear actions to quiet or otherwise clear
                           title to such property based upon the terms and
                           provisions of the Plan or to determine a purchaser's
                           exclusive ownership of claims and causes of actions
                           retained under the Plan; xii. to hear and determine
                           matters pertaining to abandonment of Property of the
                           estates or the Liquidation Trust;

                  xiii.    to enter and implement such orders as may be
                           appropriate in the event the Confirmation Order is
                           for any reason stayed, revoked, modified or vacated;
                           and

                  xiv.     to enter a final order closing these Chapter 11
                           Cases.

         20.      ACCEPTANCE AND EXECUTION OF AMENDED PLAN SUPPLEMENT. Each and
every federal, state and local governmental agency or department is hereby
directed to accept any and all documents and instruments necessary and
appropriate to


                                       22
<PAGE>

consummate the transactions contemplated by the Plan and the Plan Documents
including, without limitation, documents and instruments for recording in county
and state offices where any Plan Document may need to be filed in order to
effectuate the Plan.

         21.      NOTICE OF ENTRY OF CONFIRMATION ORDER; NOTICE OF
ADMINISTRATIVE CLAIMS BAR DATE. On or before the tenth (10th) Business Day
following the date of entry of this Confirmation Order, the Debtors shall serve
notice of entry of this Confirmation Order (which notice shall include notice of
the Administrative Claims Bar Date) pursuant to Rules 2002(f)(7), 2002(k) and
3020(c) of the Bankruptcy Rules on all creditors, the United States Trustee for
the Southern District of New York and other parties in interest, by causing a
notice of entry of the Confirmation Order and the Administrative Claims Bar Date
in substantially the form of the notice annexed hereto as EXHIBIT B, which form
is hereby approved (the "Notice of Confirmation and Administrative Claims Bar
Date"), to be delivered to such parties by first class mail, postage prepaid;
PROVIDED, HOWEVER, that notice need not be given or served under the Bankruptcy
Code, the Bankruptcy Rules, or this Confirmation Order to any person to whom the
Debtors mailed a notice of the Confirmation Hearing but received such notice
returned marked "undeliverable as addressed," "moved - left no forwarding
address" or "forwarding order expired," or similar marking, unless the Debtors
have been informed in writing by such person of that person's correct address.
In addition, the Debtors shall cause a copy of the Notice of Confirmation and
Administrative Claims Bar Date to be published once in THE WALL STREET JOURNAL
(national edition) no later than twenty (20) days from the date of the entry


                                       23
<PAGE>

of this Confirmation Order. The notice described herein is adequate under the
particular circumstances and no other or further notice is necessary.

         22.      REFERENCES TO PLAN PROVISIONS. The failure specifically to
include or reference any particular provision of the Plan in this Confirmation
Order shall not diminish or impair the effectiveness of such provision, it being
the intent of the Court that the Plan be confirmed in its entirety.

         23.      CONFIRMATION ORDER CONTROLLING. If there is any direct
conflict between the Plan and this Confirmation Order, the terms of this
Confirmation Order shall control.

         24.      REVERSAL. If any or all of the provisions of this Confirmation
Order are hereafter reversed, modified or vacated by subsequent order of this
Court or any other court, such reversal, modification or vacatur shall not
affect the validity of the acts or obligations incurred or undertaken under or
in connection with the Plan prior to the Debtors' receipt of written notice of
any such order. Notwithstanding any such reversal, modification, or vacatur of
this Confirmation Order, any such act or obligation incurred or undertaken
pursuant to, and in reliance on, this Confirmation Order prior to the effective
date of such reversal, modification or vacatur shall be governed in all respects
by the provisions of this Confirmation Order and the Plan and all Plan Documents
or any amendments or modifications thereto.


                                       24
<PAGE>

         25.      BOND OF LIQUIDATING TRUSTEE. The Liquidation Trustee shall
obtain a bond in the form attached hereto as EXHIBIT C.




Dated:   New York, New York
         January 6, 2004




                                /s/ Allan L. Gropper
                                ------------------------------
                                HONORABLE ALLAN L. GROPPER
                                UNITED STATES BANKRUPTCY JUDGE


                                       25
<PAGE>

                                   EXHIBIT A
                                   ---------

<PAGE>

                                   EXHIBIT B
                                   ---------

<PAGE>

                                   EXHIBIT C
                                   ---------


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