Spectrum Group International, Inc. – ‘PREM14A’ for 3/18/03

On:  Wednesday, 2/12/03, at 5:15pm ET   ·   For:  3/18/03   ·   Accession #:  922423-3-141   ·   File #:  1-11988

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     PREM14A Proxy Statement                              344   1.36M 

Document Table of Contents

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SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a) of the Securities
 Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      
[X] Preliminary Proxy Statement                                                 
[_] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
[_] Definitive Proxy Statement                                                  
[_] Definitive Additional Materials                                             
[_] Soliciting Material Under Rule 14a-12                                       

 GREG MANNING AUCTIONS, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[_] No fee required                                                             
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1)  Title of each class of securities to which transaction applies:            

Common Stock of Greg Manning Auctions, Inc.                           

(2)  Aggregate number of securities to which transaction applies:               

13,000,000                                                            

(3)  Per unit price or other underlying value of transaction computed pursuant  
    to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):                          

  The amount on which the filing fee is calculated is based on a price per
share of $2.03, the average of the high and low prices of Greg Manning
Auctions, Inc. common stock reported on Nasdaq on February 10, 2003.  

(4)  Proposed maximum aggregate value of transaction:                           

$26,390,000                                                           

(5)  Total fee paid:                                                            

$5,278 (one-50th of one percent of $26,390,000).                      

[_]  Fee paid previously with preliminary materials.                            

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                                    

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(2)  Form, Schedule or Registration Statement No.:_____________________________ 

(3)  Filing Party:_____________________________________________________________ 

(4)  Date Filed:_______________________________________________________________ 

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 [insert logo]

 GREG MANNING AUCTIONS, INC.

775 Passaic Avenue
 West Caldwell, New Jersey 07006
Phone 973-882-0004
Fax 973-882-3499
 www.gregmanning.com

February __, 2003                                                               

To Our Stockholders:                                                            

       You are cordially invited to attend a special meeting of stockholders
of Greg Manning Auctions, Inc. ("GMAI"), which will be held at the Radisson     
Hotel & Suites, 690 Route 46 East, Fairfield, New Jersey 07004, on Tuesday,     
March 18, 2003, at 10:00 AM Eastern Standard Time.                              

       The notice of special meeting and proxy statement covering the formal
business to be conducted at the special meeting follow this letter.             

        We hope that you will attend the special meeting in person. Whether or
not you plan to attend, please complete, sign, date and return the enclosed     
proxy card promptly in the accompanying reply envelope to assure that your      
shares are represented at the meeting.                                          

                    Sincerely,

                            [insert signature]
                       MARTHA HUSICK
                   Secretary

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 GREG MANNING AUCTIONS, INC.
775 Passaic Avenue
 West Caldwell, New Jersey 07006
Phone 973-882-0004
Fax 973-882-3499
 www.gregmanning.com

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
--------------------------------------------------------------------------------
To Be Held On March 18, 2003
--------------------------------------------------------------------------------

TO THE STOCKHOLDERS OF                                                          
GREG MANNING AUCTIONS, INC.:                                                    

       NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Greg
Manning Auctions, Inc., a Delaware corporation ("GMAI"), will be held at the    
Radisson Hotel & Suites, 690 Route 46 East, Fairfield, New Jersey 07004, on     
Tuesday, March 18, 2003, at 10:00 AM Eastern Standard Time, to vote on the      
following proposals recommended by the board of directors of GMAI:              

(1)      To approve the issuance of 3,729,226 shares of GMAI common stock to    
        Auctentia, S.L., a Spanish limited liability company ("Auctentia"), to
         complete the acquisition of certain operating subsidiaries of Auctentia
        pursuant to the share purchase agreement dated January 23, 2003 by and
between GMAI and Auctentia;                                   

(2)      To approve the issuance of 6,444,318 shares of GMAI common stock to    
    Auctentia to complete the acquisition of a subsidiary of Auctentia
         whose sole assets consist of an inventory of certain philatelic and art
       assets pursuant to the inventory purchase agreement dated January 23,
2003 by and between GMAI and Auctentia;                       

(3)      To approve the issuance of 2,826,456 shares of GMAI common stock to    
   Auctentia in exchange for $5,000,000 pursuant to the subscription
     agreement dated January 23, 2003 by and between GMAI and Auctentia;

(4)      To approve an amendment to GMAI's 1997 Stock Incentive Plan (the "1997 
       plan"), as amended, to increase from 3,500,000 to 5,000,000 the total
number of shares that GMAI may issue under the 1997 plan; and 

(5)      To transact such other business as may be properly brought before the  
 special meeting and at any adjournment or postponement thereof.

         Auctentia currently owns approximately 43% of GMAI's outstanding common
stock. If all of the share issuance proposals are approved by GMAI's            
stockholders and all of the transactions consummated, Auctentia will directly or
indirectly own approximately 70% of the outstanding shares of GMAI common stock.
Messrs. de Figueiredo and Perez, directors of GMAI, are affiliates of Auctentia.

        In addition to the accompanying proxy statement and proxy card for the
special meeting, enclosed is a copy of GMAI's Annual Report on Form 10-K for its
fiscal year ended June 30, 2002. GMAI's Quarterly Reports on Form 10-Q for the  
three-month periods ended September 30, 2002 and December 31, 2002 are furnished
with the proxy statement as Appendices H and I, respectively.                   

      Only stockholders of record at the close of business on February 12,
2003, are entitled to notice of, and to vote at, the special meeting and any    
adjournment or postponement thereof. Whether or not you plan to attend the      
special meeting, please complete, sign, date and return the enclosed proxy card 
in the reply envelope provided, which requires no postage if mailed in the      
United States. Stockholders attending the special meeting may vote in person    
even if they have returned a proxy card. By promptly returning your proxy card, 
you will greatly assist us in preparing for the special meeting.                

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                          By order of the Board of Directors

          [insert signature]
     MARTHA HUSICK
 Secretary

West Caldwell, New Jersey                                                       
February __, 2003                                                               

See "RISK FACTORS" beginning on page 8 for a discussion of certain matters which
should be considered by GMAI's stockholders with respect to the proposals to be 
considered at the special meeting.                                              

The board of directors of GMAI unanimously recommends that you vote "FOR" each  
of the proposals. Your support is appreciated.                                  

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 GREG MANNING AUCTIONS, INC.
 PROXY STATEMENT FOR
 SPECIAL MEETING OF STOCKHOLDERS
To be held on March 18, 2003

     Commencing on or about February __, 2003, this proxy statement, the
enclosed form of proxy card and other documents are being mailed to stockholders
of Greg Manning Auctions, Inc., a Delaware corporation ("GMAI"), in connection  
with the GMAI board of directors' solicitation of proxies for use at the special
meeting of GMAI stockholders and at any adjournment or postponement thereof. The
special meeting is being held at the Radisson Hotel & Suites, 690 Route 46 East,
Fairfield, New Jersey 07004 on Tuesday, March 18, 2003, at 10:00 AM Eastern     
Standard Time, for the purposes described in this proxy statement.              

During the ten days prior to the special meeting, a list of   
stockholders entitled to vote at the special meeting will be available for      
examination by stockholders at GMAI's principal executive offices located at 775
Passaic Avenue, West Caldwell, New Jersey 07006, during ordinary business hours.
A stockholder list will also be available for examination at the special        
meeting.                                                                        

        If you are unable to attend the special meeting, you may vote by proxy
on any matter to come before the meeting. The board of directors is in this     
proxy statement soliciting your proxy. Any proxy given pursuant to this         
solicitation and received in time for the special meeting will be voted as      
specified on the proxy card. If no instructions are given, proxies will be      
voted:                                                                          

      (1)       FOR approval of the issuance of 3,729,226 shares of GMAI
                    common stock to Auctentia, S.L., a Spanish limited liability
             company ("Auctentia"), to complete the acquisition of
                    certain operating subsidiaries of Auctentia, pursuant to the
              Share Purchase Agreement dated January 23, 2003 by and
between GMAI and Auctentia;             

      (2)       FOR approval of the issuance of 6,444,318 shares of GMAI
                  common stock to Auctentia to complete the acquisition of a
               subsidiary of Auctentia whose sole assets consist of an
                   inventory of certain philatelic and art assets, pursuant to
                  the Inventory Purchase Agreement dated January 23, 2003 by
and between GMAI and Auctentia;         

      (3)       FOR approval of the issuance of 2,826,456 shares of GMAI
            common stock to Auctentia in exchange for $5,000,000
                pursuant to the Subscription Agreement dated January 23,
2003 by and between GMAI and Auctentia; 

         (4)       FOR approval of an amendment to GMAI's 1997 Stock Incentive
            Plan (the "1997 plan") to increase from 3,500,000 to
                5,000,000 the total number of shares that GMAI may issue
under the 1997 plan; and                

       (5)       In the discretion of the proxies named on the proxy card,
                 with respect to any other matters properly brought before
the special meeting.                    

         Auctentia currently owns approximately 43% of GMAI's outstanding common
stock. If all of the share issuance proposals are approved by GMAI's            
stockholders and all of the transactions consummated, Auctentia will directly or
indirectly own approximately 70% of the outstanding shares of GMAI common stock.
Messrs. de Figueiredo and Perez, directors of GMAI, are affiliates of Auctentia.

         Attendance in person at the special meeting will not of itself revoke a
proxy, but any stockholder who does attend the special meeting may revoke a     
proxy orally and vote in person. Proxies may be revoked at any time before they 
are voted by submitting a properly executed proxy with a later date or by       
sending a written notice of revocation to GMAI's corporate secretary at GMAI's  
principal executive offices.                                                    

       Voting common stockholders will not be voting to approve or adopt the
share purchase agreement, the inventory purchase agreement or the subscription  
agreement. Rather, voting common stockholders will be voting on whether to      
approve the issuance of 13,000,000 shares of GMAI common stock in the aggregate 
which is necessary                                                              

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to complete all of these transactions. None of these transactions can be        
consummated without the requisite stockholder approval, but the closing of each 
transaction is not conditioned on the closing of any of the other transactions. 

        The share purchase agreement, the inventory purchase agreement and the
subscription agreement are sometimes referred to collectively as the transaction
agreements. The transactions contemplated by each of the transaction agreements 
are sometimes referred to collectively as the transactions.                     

    The holders of a majority of the outstanding shares of GMAI common
stock entitled to vote, present in person or represented by proxy, will         
constitute a quorum for the transaction of business. Abstentions and broker     
non-votes (shares held by a broker or nominee which are represented at the      
special meeting but which have not been voted for a specific proposal) are      
included in determining the presence or absence of a quorum.                    

         With respect to each proposal, the affirmative vote of the holders of a
majority of the shares of common stock voting on such proposal is required to   
pass each of the proposals. In all cases abstentions and broker non-votes will  
not be included in determining the number of votes cast and will have no effect 
on the outcome of the proposals.                                                

      Only stockholders of record at the close of business on February 12,
2003 are entitled to notice of, and to vote at, the special meeting and any     
adjournment or postponement thereof. As of the close of business on February 12,
2003, there were 12,703,304 shares of GMAI common stock outstanding. Each share 
of common stock entitles the record holder to one vote on all matters properly  
brought before the special meeting and any adjournment or postponement thereof, 
with no cumulative voting.                                                      

    On February 12, 2003, executive officers and directors of GMAI and
their affiliates owned, in the aggregate, approximately 60% of the outstanding  
common stock of GMAI, including approximately 43% of the outstanding common     
stock owned by Auctentia and its affiliates. Messrs. de Figueiredo and Perez,   
directors of GMAI, are affiliates of Auctentia. Certain of such shareholders    
have agreed to vote in the manner recommended by the board of directors with    
respect to the share issuances, and, accordingly, approval by the stockholders  
of the share issuances is therefore assured.                                    

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES BEING OFFERED TO       
AUCTENTIA OR DETERMINED IF THE DISCLOSURE IN THIS PROXY STATEMENT IS ACCURATE OR
ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.             

     This proxy statement is dated February ___, 2003 and is being first
mailed to GMAI's stockholders on or about February ___, 2003.                   

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                                                                            Page
                                                                            ----

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING................................1

SUMMARY OF THE PROXY STATEMENT.................................................3
     Date, Time and Place of the Special Meeting...............................3
     Purposes of the Special Meeting...........................................3
     Voting Rights of Stockholders.............................................3
     Required Vote for Approval................................................4
     Quorum, Abstentions, Broker "Non-Votes"...................................4
     Recommendation of the GMAI Board of Directors.............................4
     The Companies Involved in the Transactions................................4
     The Share Purchase Agreement..............................................5
Our Financial Advisor Has Provided an Opinion that the                
Transactions Contemplated by the Share Purchase Agreement         
       are Fair to GMAI's Stockholders from a Financial Point of View..........5
     The Inventory Purchase Agreement..........................................5
     The Subscription Agreement................................................6
     Use of Proceeds...........................................................6
     The Voting Agreement......................................................6
     Interest of Certain Directors in the Transactions.........................6
     Amendment to the 1997 Plan................................................6
     GMAI Stockholders Are Not Entitled to Appraisal Rights....................6
     Regulatory Approval is Not Required.......................................6

FORWARD-LOOKING STATEMENTS IN THIS PROXY STATEMENT.............................7

RISK FACTORS...................................................................8
     Risks Relating to the Transactions........................................8
     Risks relating to GMAI....................................................9
     Government regulation and taxation of the internet is uncertain..........10

SELECTED HISTORICAL FINANCIAL DATA OF GMAI AND THE AUCTENTIA                    
  SUBSIDIARIES................................................................12

INFORMATION CONCERNING THE SPECIAL MEETING....................................18
     Date, Time and Place of the Special Meeting..............................18
     Purposes of the Special Meeting..........................................18
     Voting Rights of Stockholders............................................18
     Required Vote for Approval...............................................18
     Quorum, Abstentions, Broker "Non-Votes"..................................19
     Revocability of Proxies..................................................19
     Solicitation of Proxies..................................................19

THE PROPOSED TRANSACTIONS.....................................................19
     Background of the Transactions...........................................19
     Recommendation of the GMAI Board of Directors............................22

THE SHARE PURCHASE AGREEMENT..................................................23
     General..................................................................24
     The Auctentia Subsidiaries...............................................24
     Representations and Warranties...........................................26
     Covenants................................................................27
     Indemnification..........................................................27
     Vote Required for Approval of Share Issuance.............................27
Closing of the Transactions Contemplated by the Share                 
       Purchase Agreement.....................................................27

THE INVENTORY PURCHASE AGREEMENT..............................................27

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     General..................................................................28
     Representations and Warranties...........................................28
     Covenants................................................................28
     Indemnification..........................................................28
     Vote Required for Approval of Share Issuance.............................29
     Appraisal................................................................29
Closing of the Transactions Contemplated by the Inventory             
       Purchase Agreement.....................................................29

THE SUBSCRIPTION AGREEMENT....................................................29
     General..................................................................29
     Representations and Warranties...........................................30
     Covenants................................................................30
     Indemnification..........................................................30
     Vote Required for Approval of Share Issuance.............................30
Closing of the Transactions Contemplated by the Subscription          
       Agreement..............................................................30
     Use of Proceeds..........................................................30

THE VOTING AGREEMENT..........................................................30

THE REGISTRATION RIGHTS AGREEMENT.............................................31

OUR FINANCIAL ADVISOR HAS PROVIDED AN OPINION THAT THE TRANSACTIONS             
CONTEMPLATED BY THE SHARE PURCHASE AGREEMENT ARE FAIR TO GMAI               
  STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW.................................31

INTEREST OF CERTAIN DIRECTORS IN THE TRANSACTIONS.............................34

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................35

AMENDMENT TO THE 1997 PLAN....................................................35
     General..................................................................35
Amendment to Increase the Number of Shares Available for Issuance     
       by 1,500,000 to an Aggregate of 5,000,000..............................35
     Vote Required for Amendment to the 1997 Plan.............................36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................36
     Security Ownership of Certain Beneficial Owners..........................36
     Security Ownership of Certain Beneficial Owners and Management...........37

EXECUTIVE COMPENSATION........................................................38
     Summary Compensation Table...............................................38
     Option Grants Table for Fiscal 2002......................................39
Aggregated Option Exercise in Last Fiscal Year and Fiscal             
       Year-End Option Values.................................................40
     Compensation of Directors................................................41
     Employment Agreements and Insurance......................................41

STOCKHOLDER PROPOSALS.........................................................42

MATERIAL UNITED STATES' FEDERAL INCOME TAX CONSEQUENCES OF THE                  
  TRANSACTIONS TO GMAI AND ITS STOCKHOLDERS...................................42

WHERE YOU CAN FIND MORE INFORMATION...........................................42

OTHER BUSINESS................................................................42

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APPENDICES (furnished with proxy statement)                                     

Appendix A--Share Purchase Agreement                                            

Appendix B--Inventory Purchase Agreement                                        

Appendix C--Subscription Agreement                                              

Appendix D--Voting Agreement                                                    

Appendix E--Registration Rights Agreement                                       

Appendix F--Wharton Valuation Associates Fairness Opinion                       

Appendix G--Appraisal by Scriveners                                             

Appendix H--GMAI Form 10-Q for the Three-Month Period Ended September 30, 2002  

Appendix I--GMAI Form 10-Q for the Three-Month  Period ended December 31, 2002  

Appendix J--Audited Combined Financial Statements of Aucentia Subsidiaries for  
the Year Ended June 30, 2002                            

Appendix K--Audited Combined Financial Statements of Aucentia Subsidiaries for  
the Three-Month Period Ended September 30, 2002         

Appendix L--Audited Combined Financial Statement of Auctentia Subsidiaries for  
the Three-Month Period Ended December 31, 2002          

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For the special meetiNG OF STOCKHOLDERS OF
 GREG MANNING AUCTIONS, INC.
 TO BE HELD MARCH 18, 2003

 QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q: Why is GMAI proposing to issue shares of its common stock to Auctentia       
pursuant to the share purchase agreement and the inventory purchase agreement?  

A: We have agreed to issue to Auctentia shares of our common stock pursuant to  
the share purchase agreement and the inventory purchase agreement in exchange   
for our acquisition of Auctentia's interest in a group of European-based auction
companies and Auctentia's interest in one of its subsidiaries whose sole assets 
consist of an inventory of philatelic and art assets. The purpose of both of    
these acquisitions is to allow us to increase our overall purchasing power and  
to establish an international and global presence in the philatelic auction     
market.                                                                         

Q: Why is GMAI proposing to issue shares of its common stock to Auctentia       
pursuant to the subscription agreement?                                         

A: We have agreed to issue to Auctentia shares of our common stock pursuant to  
the subscription agreement in exchange for $5,000,000 which will be used to     
expand the business of GMAI and its subsidiaries.                               

Q: What will happen if each of these transactions is approved?                  

A: If each of these transactions is approved, we will issue to Auctentia an     
aggregate of 13,000,000 shares of our common stock, and upon the closing of     
these transactions, Auctentia, its subsidiaries and affiliates, will hold an    
aggregate of 18,450,886 shares of our common stock which will represent         
approximately 70% of the issued and outstanding shares of our common stock after
the closing.                                                                    

Q: Why is GMAI proposing to increase the options available for issuance under   
its 1997 plan?                                                                  

A. We believe that in light of GMAI's continuing expansion, including with      
respect to the transactions described in this proxy statement, and its need to  
continue to attract and retain talented employees, GMAI, will in the next few   
years, need to grant options to purchase a greater number of shares than the    
3,500,000 currently authorized under the 1997 plan.                             

Q: What should I do now?                                                        

A: After carefully reading and considering the information contained in this    
proxy statement, including the appendices and any other enclosed documents,     
please complete and sign your proxy and return it in the enclosed return        
envelope as soon as possible, so that your shares may be represented at the     
special meeting. If you sign and send in your proxy and do not indicate how you 
want to vote, we will count your proxy as a vote in favor of the proposals      
presented at the meeting.                                                       

Q: What does the GMAI board of directors recommend?                             

A: The disinterested members of the GMAI board of directors have unanimously    
approved each of the proposed issuances of shares of our common stock to        
Auctentia. The GMAI board of directors has also unanimously approved the        
amendment to the 1997 plan. The board of directors unanimously recommends that  
you vote "FOR" each of the proposals contained in this proxy statement.         

Q: What stockholder approval is required? Must all the proposals be approved for
the transactions to be consummated?                                             

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A: The affirmative vote of holders of a majority of the shares voting on a      
particular proposal is required to approve that proposal. Executive officers and
directors of GMAI and their affiliates owning in the aggregate approximately 60%
have agreed to vote in favor of each of the first three proposals, relating to  
the issuance of stock to Auctentia, and have indicated that they intend to vote 
in favor of the fourth proposal, relating to the amendment to the 1997 plan.    
None of the transactions nor any of the share issuance proposals related to the 
transactions is cross-conditioned, which means that the closing of each         
transaction is not conditioned on the closing of any of the other transactions. 

Q: If my shares are held in "street name" by my broker, will my broker vote my  
shares for me?                                                                  

A: Your broker will vote your shares only if you provide instructions on how to 
vote. You should follow the directions provided by your broker regarding how to 
instruct your broker to vote your shares. If you do not instruct your broker,   
your shares will not be voted.                                                  

Q: Can I change my vote after I have mailed my signed proxy?                    

A: Yes. You can change your vote at any time before your proxy is voted at the  
special meeting. If you hold your shares in your own name, you can do this in   
one of three ways. First, you can send a written notice stating that you would  
like to revoke your proxy. Second, you can complete and submit a new proxy. If  
you choose either of these two methods, you must submit your notice of          
revocation or your new proxy to the Secretary of GMAI at 775 Passaic Avenue,    
West Caldwell, New Jersey 07006 prior to the special meeting. Third, you can    
attend the special meeting and vote in person. If you hold your shares in       
"street name," you should follow the directions provided by your broker         
regarding how to change your vote.                                              

Q: When do you expect each transaction to be completed?                         

A: We expect each transaction to be completed on or before March 31, 2003.      

Q:  Who can help answer my questions?                                           

A: If you have any questions about any of the transactions or if you need       
additional copies of this proxy statement or the enclosed proxy card, you should
write or call our Investor Relations Office at 775 Passaic Avenue, West         
Caldwell, New Jersey 07006, (973)-882-0004, attention: Mr. Larry Crawford.      

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SUMMARY OF THE PROXY STATEMENT

       The following is a summary of information contained elsewhere in this
proxy statement. This summary does not purport to contain a complete statement  
of all material information relating to the proposals, the transactions and the 
other matters discussed herein and is subject to, and is qualified in its       
entirety by, the more detailed information and financial statements contained in
or enclosed with this proxy statement. Stockholders should carefully read this  
proxy statement in its entirety, as well as the other documents attached to or  
enclosed with this proxy statement. In addition, we file information with the   
Securities and Exchange Commission. All materials filed with the SEC can be read
at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.  
20549. You may obtain information on the operation of the Public Reference Room 
by calling 1-800-SEC-0330. Our SEC filings are also available to the public from
commercial document retrieval services and at the world wide web site maintained
by the SEC at "http://www.sec.gov."                                             

 Date, Time and Place of the Special Meeting (see page 18)

      The special meeting will be held at the Radisson Hotel & Suites, 690
Route 46 East, Fairfield, New Jersey 07004, on Tuesday March 18, 2003, at 10:00 
AM Eastern Standard Time.                                                       

 Purposes of the Special Meeting (see page 18)

At the special meeting, you will be asked to:                 

o    approve the issuance of 3,729,226 shares of our common stock to Auctentia  
    to complete the acquisition of certain operating subsidiaries of Auctentia
pursuant to the share purchase agreement;                             

o     approve the issuance of 6,444,318 shares of our common stock to Auctentia 
    to complete the acquisition of one of its subsidiaries whose sole assets
    consist of an inventory of certain philatelic and art assets pursuant to
the inventory purchase agreement;                                   

o     approve the issuance of 2,826,456 shares of our common stock to Auctentia 
  in exchange for $5,000,000 pursuant to the subscription agreement; and

o     approve an amendment to the 1997 plan, as amended, to increase from       
 3,500,000 to 5,000,000 the total number of shares that GMAI may issue
under the 1997 plan.                                                

 Voting Rights of Stockholders (see page 18)

      Our board of directors has set the close of business on February 12,
2003 as the record date for determining stockholders entitled to vote at the    
special meeting. Pursuant to our bylaws, the holders of fifty percent of our    
stock issued and outstanding and entitled to vote at the special meeting,       
present in person or represented by proxy, shall constitute a quorum at all     
meetings of the stockholders. At the special meeting, on all matters, each share
of our common stock has one vote.                                               

         As of the close of business on February 12, 2003, there were 12,703,304
shares of our common stock issued and outstanding.                              

       Any proxy given by a stockholder may be revoked by the stockholder at
any time before it is voted by delivering a written notice of revocation to the 
Secretary of GMAI, by executing and delivering a later-dated proxy or by        
attending the special meeting and giving oral notice of your intention to vote  
in person. Attendance at the special meeting by a stockholder who has executed  
and delivered a proxy to us will not in and of itself constitute a revocation of
the proxy.                                                                      

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Required Vote for Approval (see page 18)

  Under applicable Nasdaq rules, our stockholders must approve the
issuance of common stock necessary to consummate the transactions contemplated  
by each of the transaction agreements because consummation of the transactions  
requires the issuance of more than 20% of GMAI's currently outstanding stock. In
addition, our stockholders must approve the amendment to the 1997 plan. Each of 
the proposals requires the affirmative vote of the holders of a majority of the 
shares of our common stock voting on each such proposal.                        

 Quorum, Abstentions, Broker "Non-Votes" (see page 19)

 Votes cast by proxy or in person at the special meeting will be
tabulated and will determine whether or not a quorum is present. Abstentions and
broker non-votes are included in determining the presence or absence of a       
quorum. With respect to each proposal, the affirmative vote of the holders of a 
majority of the shares of common stock voting on such proposal is required to   
pass each of the proposals. Abstentions and broker non-votes will not be        
included in determining the number of votes cast and will have no effect on the 
outcome of the proposals.                                                       

 Recommendation of the GMAI Board of Directors (see page 22)

      The disinterested members of our board of directors have unanimously
approved each of the proposed issuances of shares of our common stock to        
Auctentia to consummate each of the transactions. Our board of directors has    
also unanimously approved the proposed amendment to our 1997 plan. Our board    
believes that the terms of each of the share purchase agreement, the inventory  
purchase agreement and the subscription agreement, and the amendment to the 1997
plan, are fair to, and in the best interests of, GMAI and its stockholders, and 
unanimously recommends that holders of shares of GMAI common stock vote in favor
of and adopt and approve each of the proposals.                                 

The Companies Involved in the Transactions

       The name, address and phone number of the principal executive offices
of the parties to each of the share purchase agreement, the inventory purchase  
agreement and the subscription agreement, as well as a description of each      
party's business, is as follows:                                                

Greg Manning Auctions, Inc.                                                     
775 Passaic Avenue                                                              
West Caldwell, New Jersey 07006                                                 
U.S.A.                                                                          
973-882-0004                                                                    

Greg Manning Auctions, Inc. ("GMAI") is a multi-category      
business-to-business and business-to-consumer collectibles auctioneer and       
merchant. GMAI combines traditional and electronic (internet, interactive       
telephone, and live with simulcast internet) capabilities to sell coins, stamps,
sports trading cards and memorabilia, and affordable fine art. Vertically       
integrated, GMAI's offerings and distribution channels span the entire price    
range from low-end to ultra-high end. GMAI's businesses include wholesale,      
retail and direct response sales, and it possesses a branded presence in all    
major sales channels both in the traditional and the eCommerce worlds. On the   
Internet, GMAI offers products through two owned web sites and on branded and   
non-branded pages on other persons' web sites. GMAI generates income through the
resale of goods purchased directly by GMAI and from sellers and buyers through  
auctions of consigned goods. GMAI seeks to provide the highest quality service  
and personal attention to its clients. Its longevity in its core auction        
business selling rare stamps and stamp collections has enabled it to develop an 
international network of clients, both dealers and collectors, buyers and       
sellers, who use GMAI's services on a consistent basis. These relations, coupled
with GMAI's quality reputation and extensive auction and marketing experience,  
have permitted it to expand beyond its core philatelic roots into other areas of
the collectibles business, and to make opportunistic investments in, or         
acquisitions of, other collectibles companies, both domestically and in Europe  
and Asia. For purposes of competitive analysis and market positioning, GMAI     
organizes its business into four units: collectibles auctions (both traditional 
and electronic); collectibles merchant/dealer; coin wholesaler; and direct      
response merchant.                                                              

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Auctentia, S.L.                                                                 
Joaquin Maria Lopez                                                             
8 bis 28015                                                                     
Madrid                                                                          
Spain                                                                           
011-34-91-535-76-80                                                             

      Auctentia, S.L. ("Auctentia") is a wholly-owned subsidiary of Afinsa
Bienes Tangibles, S.A., a holding company specializing in the management of     
businesses that are experts in the tangible goods market. Afinsa's              
non-investment collectibles businesses are primarily operated through Auctentia.
Auctentia provides, through itself and its subsidiaries, intermediation for     
high-level collectors, with auctions and sales in primarily philatelic assets.  

         Auctentia currently owns approximately 43% of GMAI's outstanding common
stock. If all of the proposals are approved by GMAI's stockholders and all of   
the transactions consummated, Auctentia will directly or indirectly own         
approximately 70% of the outstanding shares of GMAI common stock.               

The Share Purchase Agreement (see page 23)

      Pursuant to the share purchase agreement, we will issue to Auctentia
3,729,226 shares of our common stock in exchange for all of Auctentia's equity  
interests in seven of its European-based operating subsidiaries. These entities 
are engaged in the business of providing intermediation for high-level          
collectors, with auctions and sales in primarily philatelic assets. Upon the    
closing of the transactions contemplated by the share purchase agreement, we    
will hold a 100% equity interest in five of these subsidiaries, each of which   
will become a wholly-owned subsidiary of us, a 66.67% interest in another       
subsidiary and a 65% interest in the remaining subsidiary.                      

  The entities to be acquired by us pursuant to the share purchase
agreement are collectively referred to herein as the "Auctentia subsidiaries".  

Our Financial Advisor Has Provided an Opinion that the Transactions 
Contemplated by the Share Purchase Agreement are Fair to GMAI's Stockholders
from a Financial Point of View (see page 31)

        Wharton Valuation Associates has acted as financial advisor to GMAI in
connection with the evaluation of the transactions contemplated by the share    
purchase agreement. Wharton has met with our board of directors and delivered a 
written opinion, dated January 2, 2003 to our board of directors that as of that
date and based upon and subject to the various limitations, qualifications and  
assumptions stated in the opinion, the transactions contemplated by the share   
purchase agreement is fair to our stockholders (other than Auctentia and its    
affiliates, as to which it expressed no opinion) from a financial point of view.

A copy of the written opinion of Wharton, which sets forth the
assumptions made, matters considered and limitations on the reviews undertaken, 
is furnished with this proxy statement as Appendix F and should be read         
carefully in its entirety.                                                      

The Inventory Purchase Agreement (see page 27)

Pursuant to the inventory purchase agreement, we will issue to
Auctentia 6,444,318 shares of our common stock in exchange for Auctentia's      
interest in a newly formed subsidiary, GMAI Central de Compras, S.L., whose sole
assets consist of an inventory of certain philatelic and art assets.            

       GMAI has obtained an appraisal from Scrivener's as to the fair market
value of the stamp portion of the inventory. According to the appraisal, the    
fair market value of the stamp portion of the inventory at December 16, 2002 was
$10,320,000. GMAI believes the fair market value of the art inventory is        
approximately $1,250,000. A copy of the written appraisal of Scrivener's, which 
sets forth the assumptions made, matters considered and limitations on the      
reviews undertaken, is furnished with this proxy statement as Appendix G and    
should be read carefully in its entirety.                                       

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The Subscription Agreement (see page 29)

    Pursuant to the subscription agreement, we will issue to Auctentia
2,826,456 shares of our common stock in exchange for the Euro equivalent of     
$5,000,000, based on the Euro/US dollar exchange rate as of the close of        
business on the business day immediately preceding the closing date.            

 Use of Proceeds (see page 30)

      The proceeds received by GMAI pursuant to the subscription agreement
will be used to expand the business of GMAI and its subsidiaries.               

The Voting Agreement (see page 30)

         In connection with the execution of each of the transaction agreements,
Auctentia entered into a voting agreement with certain of our directors and     
officers who are also stockholders of GMAI and who beneficially own in the      
aggregate approximately 17% of the capital stock of GMAI as of February 12,     
2003. Each signing stockholder has agreed to vote in favor of the approval of   
the issuance and delivery of the shares of our common stock to Auctentia        
pursuant to the transaction agreements.                                         

 The effect of the voting agreement, together with the fact that
Auctentia holds approximately 43% of the issued and outstanding capital stock of
GMAI as of February 12, 2003, is to assure GMAI stockholder approval of each of 
the share issuances.                                                            

 Interest of Certain Directors in the Transactions (see page 34)

    On February 12, 2003, executive officers and directors of GMAI and
their affiliates owned, in the aggregate, approximately 60% of the outstanding  
common stock of GMAI, including approximately 43% of the outstanding common     
stock owned by Auctentia and its affiliates. Messrs. de Figueiredo and Perez,   
directors of GMAI, are affiliates of Auctentia. Auctentia and certain executive 
officers and directors of GMAI have agreed, subject to certain conditions, to   
vote in the manner recommended by the board of directors with respect to the    
share issuances, and, accordingly, approval by the stockholders of the share    
issuances is therefore assured.                                                 

Amendment to the 1997 Plan (see page 35)

      Under GMAI's 1997 plan, GMAI's board of directors has made grants of
options as a means of providing incentives to officers, employees and           
consultants. We believe that in light of GMAI's continuing expansion and its    
need to continue to attract and retain talented employees, GMAI will in the next
few years need to grant options to purchase a greater number of shares than the 
3,500,000 currently authorized under the 1997 plan. The proposed amendment to   
the 1997 plan would increase the number of shares available for issuance under  
the 1997 plan by 1,500,000, to an aggregate of 5,000,000.                       

GMAI Stockholders Are Not Entitled to Appraisal Rights

      GMAI stockholders are not entitled to appraisal rights in connection
with any of the proposals or the consummation of any of the transactions.       

 Regulatory Approval is Not Required

      Subject to applicable federal and state securities laws, there is no
federal or state regulatory consent or approval required in connection with the 
proposed transactions. We are not required to furnish information or materials  
to the Antitrust Division of the Department of Justice and the Federal Trade    
Commission in connection with the transactions.                                 

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FORWARD-LOOKING STATEMENTS IN THIS PROXY STATEMENT

       This proxy statement contains forward-looking statements with respect
to our financial condition, results of operations and business and on the       
expected impact of the transactions on our financial performance and future     
prospects. When used in this proxy statement, the words "anticipate," "expect," 
"intend," "plan," "believe," "seek," "estimate" and similar expressions identify
forward-looking statements. These forward-looking statements are not guarantees 
of future performance and are subject to risks and uncertainties that could     
cause actual results to differ materially from the results contemplated by the  
forward-looking statements. In evaluating the transactions, you should carefully
consider the discussion of risks and uncertainties in the section entitled "RISK
FACTORS" on page 9 of this proxy statement. Other factors that might affect such
forward-looking statements include, among other things:                         

    o     the impact of fluctuations in the share price of our common stock;

o     overall economic and business conditions;                     

o     the demand for our and the Auctentia subsidiaries' goods and  
services;                                               

     o     competitive factors in the industries in which we and the Auctentia
subsidiaries compete;                                   

o     changes in U.S. and non-U.S. government regulations;          

  o     changes in tax requirements (including tax rate changes, new tax
laws and revised tax law interpretations);              

o     results of litigation;                                        

 o     interest rate fluctuations and other capital market conditions,
including foreign currency rate fluctuations;           

o     economic and political conditions in international markets,   
         including governmental changes and restrictions on the ability to
transfer capital across borders;                        

     o     the ability to achieve anticipated synergies in connection with our
         acquisition of the Auctentia subsidiaries and other acquisitions;
and                                                     

      o     the timing, impact and other uncertainties of future acquisitions by
GMAI.                                                   

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RISK FACTORS

        In addition to the other information included in this proxy statement,
you should carefully consider the following risk factors in determining how to  
vote on the proposals. These matters should be considered in conjunction with   
the other information included in this proxy statement and the additional       
information in GMAI's other reports on file with the SEC. For more information, 
see "Where You Can Find More Information" on page __.                           

Risks Relating to the Transactions                                              

We may not be able to successfully integrate the Auctentia subsidiaries into our
business and achieve the benefits expected to result from the share purchase    
agreement.                                                                      

    The transactions contemplated by the share purchase agreement will
present challenges to management, including the integration of the operations,  
product lines, technologies and personnel of GMAI and the Auctentia             
subsidiaries, and special risks, including possible unanticipated liabilities,  
unanticipated costs and diversion of management attention.                      

        We cannot assure you that we will successfully integrate or profitably
manage the Auctentia subsidiaries' business. In addition, we cannot assure you  
that, following the transaction, the combined businesses will achieve increased 
sales levels, profitability, efficiencies or synergies or that the transactions 
contemplated by the share purchase agreement will result in increased earnings  
for the combined companies in any future period. The difficulties of combining  
the operations of GMAI and the Auctentia subsidiaries are complicated by the    
necessity of coordinating geographically separated organizations. The process of
integrating operations could cause an interruption of, or loss of momentum in,  
the activities of our businesses, including the businesses acquired in the      
transactions. Additionally, the combined companies may experience slower rates  
of growth as compared to historical rates of growth of GMAI and the Auctentia   
subsidiaries independently. Although our board of directors believes that the   
transactions are in the best interests of GMAI and its stockholders, we cannot  
assure you that the companies will realize the anticipated benefits.            

       Despite the best efforts of both GMAI and Auctentia, the transactions
may not be completed, which may harm our business, results of operations, and   
financial condition.                                                            

    In the event that the transactions are not consummated, we will be
subject to a number of material risks, including (1) the incurring of large     
legal, accounting, financial advisory and other fees and costs in connection    
with the transactions, all of which must be paid even if the transactions are   
not completed, (2) potential harm to our reputation and goodwill, and (3) the   
failure to meet the expectations of public market analysts and investors that   
the transactions would be consummated. As a result, the market price of our     
common stock may decline and our business, results of operations, and financial 
condition may be harmed.                                                        

Auctentia will significantly increase its voting power in GMAI and obtain voting
control of GMAI.                                                                

     Auctentia and its affiliates currently own approximately 43% of the
issued and outstanding shares of common stock of GMAI. If the transactions      
contemplated by each of the transaction agreements are consummated, we will     
issue to Auctentia, a wholly-owned subsidiary of Afinsa, an aggregate of        
13,000,000 shares of our common stock. If all of these transactions are         
consummated, Auctentia and its affiliates will own, directly or indirectly,     
approximately 70% of the issued and outstanding shares of our common stock.     
Consummation of the share purchase agreement will increase its ownership in GMAI
by 8%; of the transactions contemplated by the inventory purchase agreement, by 
13%; and of the transactions contemplated by the subscription agreement, by 6%. 
This represents a substantial dilution in the current voting power of           
non-Auctentia related stockholders of GMAI. In addition, this concentration of  
ownership, which is not subject to any voting restrictions, could limit the     
price that investors might be willing to pay for common stock. As a result,     
Auctentia and its affiliates can effectively cause the election of the entire   
board of directors of GMAI. Auctentia and its affiliates may also be able to    
approve other actions as a stockholder without obtaining the votes of other     
stockholders of GMAI, or to impede transactions that may be desirable for other 
stockholders.                                                                   

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The market price of our common stock could be adversely affected by future sales
of substantial amounts of common stock by Auctentia.                            

     The market price of our common stock could be adversely affected by
future sales of substantial amounts of common stock by Auctentia. GMAI has      
already registered for resale 2,927,457 shares of GMAI common stock owned by    
Auctentia and, at the closing of the transactions, GMAI and Auctentia will sign 
a registration rights agreement pursuant to which Auctentia may request that all
of the stock owned by it following the transactions be registered by GMAI and at
its expense. (Auctentia has agreed that the 3,729,226 shares of GMAI stock it   
receives pursuant to the share purchase agreement will not be sold or otherwise 
transferred for a period of 18 months following the closing.)                   

The opinion obtained by GMAI from its financial advisor does not reflect changes
in circumstances that occur after the date the opinion was delivered            

  Changes in the operations and prospects of GMAI or the Auctentia
Subsidiaries, general market and economic conditions and other factors which are
beyond the control of GMAI, Auctentia, the Auctentia Subsidiaries or Wharton,   
GMAI's financial advisor, and on which the opinion of Wharton is based, may     
alter the value of GMAI or the Auctentia Subsidiaries or their respective stock 
prices by the time the share purchase transaction is completed. As a result of  
the foregoing, GMAI stockholders should be aware that the opinion of Wharton    
does not address the fairness of the share purchase consideration at the time   
the share purchase transaction is completed.                                    

Risks relating to GMAI                                                          

The loss of any of our executive officers or key personnel would likely have an 
adverse effect on our business                                                  

     Our future success depends to a significant extent on our retaining
services of our senior management and other key personnel, particularly our     
President and Chief Executive Officer, Greg Manning. Our business would be      
adversely affected if for any reason we failed to retain the services of Mr.    
Manning and failed to engage a suitable replacement.                            

We face substantial competition                                                 

         The business of selling stamps, coins and other collectibles at auction
is highly competitive. We compete with a number of auction houses throughout the
United States and overseas. While we believe that there is no dominant company  
in the stamp or coin auction or collectibles businesses in which we operate, we 
can give no assurances that other companies with greater financial and other    
resources and greater name recognition will not enter the market. Among our     
primary competitors in the domestic and worldwide philatelic auction business   
are Matthew Bennett, Inc., Charles Shreve Galleries, Inc., H.R. Harmer, Robert  
A. Siegel, Philatelists on Line and eBay. With respect to our sports trading    
card and sports memorabilia auction business, our primary competitors are       
Lelands, Mastro Auctions, Sotheby's, Collector's Universe and eBay. With respect
to our coin operations, our primary competitors are Heritage, Stacks,           
Collector's Universe, Bower's and Merena, and Superior. With respect to our     
Hollywood rock 'n' roll memorabilia business, our primary competitors are       
Butterfield's, Sotheby's and Christies.                                         

  With respect to our internet operations, the market for internet
products and services is highly competitive and there are no substantial        
barriers to entry. We expect that competition will continue to intensify. Many  
of our internet competitors have more experience than we have maintaining       
internet operations and have greater brand recognition.                         

The supply of collectibles available for sale and the popularity of collectibles
are uncertain                                                                   

      At times there may be a limited supply of collectibles available for
sale by us, and such supply varies from time to time. While we generally have   
not experienced a lack of collectibles that has prevented us from conducting    
appropriately-sized auctions on an acceptable schedule, no assurance can be     
given that we will be able to obtain                                            

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consignments of suitable quantities of collectibles in order to conduct auctions
of the size, and at the times, we may desire in the future. Our inability to do 
so would have a material adverse effect on GMAI.                                

       Furthermore, the popularity of collectibles could decline. This could
affect the market value of inventory we currently hold, will acquire under the  
inventory purchase agreement or may hold in the future.                         

Our business will suffer if we are unable to expand and promote our brand name  

   We believe that establishing and maintaining our brand name is an
important aspect of our efforts to expand our business. We also believe that    
brand recognition will become more important if, as we expect, the number of    
internet sites grows and barriers to entry remain relatively low. If we fail to 
adequately promote and maintain our brand name, our financial performance will  
suffer.                                                                         

Purchaser default could result in our owing considerable amounts of money to    
sellers                                                                         

        We frequently grant credit to purchasers of goods sold at our auctions
in order to allow them to take immediate possession of auctioned property on an 
open account basis, within established credit limits, and to make payment in the
future, generally within 30 days. If any of these purchasers fails to pay us, we
nevertheless remain liable to the seller of the purchased property. Our         
aggregate potential exposure for purchaser default may at any given time be     
substantial.                                                                    

Government regulation and taxation of the internet is uncertain                 

         Our operations may be adversely affected by governmental regulation and
taxation of the internet, which is subject to change. A number of legislative   
and regulatory proposals under consideration by federal, state, local and       
foreign governmental organizations may result in enactment of laws concerning   
various aspects of the internet, including online content, user privacy, access 
charges, liability for third-party activities and jurisdictional issues. These  
laws could harm our business by increasing our cost of doing business or        
discouraging use of the internet.                                               

   Our business will be adversely affected if use of the internet by
consumers, particularly purchasers of collectibles, does not continue to grow. A
number of factors may inhibit consumers from using the internet. These include  
inadequate network infrastructure, security concerns, inconsistent quality of   
service and a lack of cost-effective high-speed service. Even if internet use   
grows, the internet's infrastructure may not be able to support the demands     
placed on it by this growth and its performance and reliability may decline. In 
addition, many web sites have experienced service interruptions as a result of  
outages and other delays occurring throughout the internet infrastructure. If   
these outages or delays occur frequently in the future, use of the internet, as 
well as use of our web sites, could grow more slowly or decline.                

        In addition, the tax treatment of the internet and electronic commerce
is currently unsettled. A number of proposals have been made that could result  
in Internet activities, including the sale of goods and services, being taxed.  
The U.S. Congress has passed the U.S. Internet Tax Information Act, placing a   
moratorium on new state and local taxes on internet commerce through November 1,
2003. There may, however, be enacted in the future laws that change the federal,
state or local tax treatment of the internet in a way that is detrimental to our
business.                                                                       

       Some local telephone carriers claim that the increasing popularity of
the internet has burdened the existing telecommunications infrastructure and    
that many areas with high internet use are experiencing interruptions in        
telephone service. These carriers have petitioned the U.S. Federal              
Communications Commission to impose access fees on internet service providers.  
If these access fees are imposed, the cost of communicating on the internet     
could increase, and this could decrease the demand for our services and increase
our cost of doing business.                                                     

   We hold rights to various web domain names. Governmental agencies
typically regulate domain names. These regulations are subject to change. We may
not be able to acquire or maintain appropriate domain names in all countries in 
which we or our affiliates do business. Furthermore, regulations governing      
domain names may not protect our trademarks and similar proprietary rights. We  
may be unable to prevent third parties from acquiring domain names that are     
similar to, infringe upon or diminish the value of our trademarks and other     
proprietary rights.                                                             

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The price of our common stock is uncertain                                      

We cannot accurately forecast revenues of our business. We may
experience significant fluctuations in our quarterly operating results. Future  
fluctuations in operating results or revenue shortfalls could adversely affect  
our success. If our revenue fails to offset operating expenses in the future, we
may be required to fund future operations through the sale of additional common 
stock, which could cause the market price of our stock to decline, as well as   
have a dilutive effect on the value of our common stock currently outstanding.  

     The market price of our common stock could be adversely affected by
future sales of substantial amounts of common stock by existing shareholders,   
including Auctentia and its affiliates.                                         

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 SELECTED HISTORICAL FINANCIAL DATA OF GMAI AND THE AUCTENTIA SUBSIDIARIES

        The unaudited pro forma condensed combined financial statements assume
a business combination between GMAI and the following wholly or majority owned  
subsidiaries of Auctentia, S.L., a wholly owned subsidiary of Afinsa Bienes     
Tangibles, S.A, which are proposed to be sold to GMAI pursuant to the share     
purchase agreement: H. Kohler Berliner Briefmarken GmbH, Kohler Auktionshaus    
GmbH, H Kohler Verwaltungs Gmbh, H. Kohler Briefmarkenhandel GmbH, Corinphila   
Auktionen AG, Auctentia Subastas S.L and Auctentia Deutschland GmbH (the        
"Auctentia subsidiaries").                                                      

     The unaudited pro forma condensed combined statements of operations
combine the historical consolidated statements of operations of GMAI and the    
Auctentia subsidiaries, giving effect to the acquisition as if it had occurred  
on July 1, 2001 and reflects the pro forma adjustments to give effect to this   
acquisition and the other transactions. The unaudited pro forma condensed       
combined balance sheet combines the historical consolidated balance sheet of    
GMAI and the historical consolidated balance sheet of the Auctentia             
subsidiaries, giving effect to the acquisition as if it had been consummated on 
December 31, 2002 and reflects the pro forma adjustments to give effect to this 
acquisition. You should read this information in conjunction with:              

      o     the accompanying notes to the unaudited pro forma condensed combined
financial statements;                                   

      o     the separate historical unaudited financial statements of GMAI as of
         and for the six months ended December 31, 2002 included in GMAI's
        Quarterly Report on Form 10-Q for the periods ended December 31,
         2002, which is furnished with this proxy statement as Appendix H.

    o     the separate historical financial statements of GMAI as of and for
         the year ended June 30, 2002, included in GMAI's Annual Report on
           Form 10-K for the year ended June 30, 2002, which has been enclosed
with this proxy statement.                              

o     the separate historical audited financial statements of the   
       Auctentia subsidiaries as of and for the six-month period ended
          December 31, 2002, which are furnished as Appendix K to this proxy
statement.                                              

o     the separate historical audited financial statements of the   
          Auctentia Subsidiaries as of and for the year ended June 30, 2002,
  which are furnished as Appendix J to this proxy statement.

 We present the unaudited pro forma condensed combined financial
information for informational purposes only. The pro forma information is not   
necessarily indicative of what GMAI's financial position or results of          
operations actually would have been had it completed the acquisition at the     
dates indicated. In addition, the unaudited pro forma condensed combined        
financial information does not purport to project the future financial position 
or operating results of the combined company.                                   

                                                        [Enlarge/Download Table]


                     Unaudited Pro Forma Condensed Combined                                               
                             Statement of Operations                                                      
                  (amounts in thousands except per share data)                                            
                        For the year ended June 30, 2002                                                  

                                                        Historical                                        
                                                                          ***                             
                                                                       Corinphila                         
                                        Greg Manning     Auctentia     Auktionen    Pro Forma    Pro Forma
                                          Auctions      Subsidiaries       AG       Adjustments   Combined
                                          --------      ------------   ----------   -----------  ---------

                                                                                                          
Operating Revenue                                                                                         
  Sales of Merchandise                   $ 76,616         $    270                 $             $ 76,886 
  Commissions earned                        4,161            3,803        2,261                    10,225 
                                         --------         --------     --------     --------     -------- 
             Total Revenue                 80,777            4,073        2,261         --         87,111 

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Cost of merchandise sold                   71,966              236         --                      72,202 
                                         --------         --------     --------     --------     -------- 

Gross Profit                                8,811            3,837        2,261         --         14,908 

                                         --------         --------     --------     --------     -------- 
Selling, General and Administrative        18,745            3,517        1,987                    24,249 
                                         --------        --------     --------      --------     -------- 

(Loss) Income before income taxes          (9,934)             320          274         --         (9,341)

Provision for (Benefit from)                                                                              
Income taxes                                3,243              131           71                     3,444 
                                          -------         --------     --------     --------     -------- 

Net Loss                                  (13,177)             189          203         --        (12,785)
                                          =======         ========     ========     ========     ======== 

Basic and Diluted Earnings (loss) per share:                                                              
  Weighted average shares                                                                                 
  outstanding                              12,469                                                  25,469 
  Earnings (loss) per share         $       (1.06)                                                  (0.50)

          ***During the quarter ended September 30, 2002, Auctentia acquired 65%
          of Corinphila Auktionen AG, Zurich ("Corinphila"). The Unaudited
             Pro Forma statement of operations of Corinphila for the year-ending
            June 30, 2002 have been separately stated. The Unaudited Pro Forma
         statement of operations or Corinphila for the six-months ending
         December 30, 2002 have been included in Auctentia Subsidiaries.

See Notes to the Accompanying Pro Forma Condensed Combined Financial Statements 

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                                                        [Enlarge/Download Table]


                     Unaudited Pro Forma Condensed Combined                                           
                             Statement of Operations                                                  
                  (amounts in thousands except per share data)                                        
                   For the six months ended December 31, 2002                                         

                                                                Historical                            
                                                  Greg Manning   Auctencia      Pro Forma   Pro Forma 
                                                   Auctions     Subsidiaries   Adjustments   Combined 
                                                  ------------  ------------   -----------   -------- 

Operating Revenue                                                                                     
                                                                                                      
     Sales of Merchandise                           $ 42,827      $    279                   $ 43,106 
     Commissions earned                                1,942         1,556                      3,498 
                                                    --------      --------    ---------      -------- 
          Total Revenue                               44,769         1,834         --          46,603 

Cost of merchandise sold                              39,869           267                     40,136 
                                                    --------      --------    ---------      -------- 

Gross Profit                                           4,900         1,567         --           6,467 

Selling, General and Administrative                    6,208         2,265                      8,473 
                                                    --------      --------    ---------      -------- 

(Loss) Income before income taxes                     (1,308)         (698)        --          (2,006)

Provision for (Benefit from) Income taxes               --             111         --             111 
                                                    --------      --------    ---------      -------- 

Net Loss                                              (1,308)         (810)        --          (2,118)
                                                    ========      ========    ========       ======== 

Basic and Diluted Earnings (loss) per share:                                                          
     Weighted average shares outstanding                                                              
     Earnings (loss) per share                        12,703                                   25,703 
     Earnings (loss) per share                      $  (0.03)                                   (0.08)

See Notes to the Accompanying Proforma Condensed Combined Financial Statements

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                     Unaudited Pro Forma Condensed Combined                                               
                                  Balance Sheet                                                           
                  (amounts in thousands except per share data)                                            
                                   12/31/2002                                                             

                                                    Historical    Auctentia       Pro Forma      Pro Forma
                                                   Greg Manning  Subsidiaries     Adjustments    Combined 
                                                   ------------  ------------     -----------    -------- 

          Assets                                                                                          

Current Assets                                                                                            

                                                                                                          
Cash and Cash Equivalents                            $  1,442     $    748        5,000(4)(c)    $  7,190 

Accounts Receivable, net                                               --                              -- 
  Auctions and Trade Receivables                        6,643        2,899                          9,542 
  Advances to Consignors                                1,195          --                           1,195 

Inventory                                              12,302          738       11,400(4)(b)      24,440 

Investments                                                             84                             84 

Prepaid Expenses                                          944          118                          1,062 
                                                     --------     --------     --------          -------- 
  Total Current Assets                                 22,526        4,586       16,400            43,512 

Property and Equipment, Net                               830        1,016                          1,846 

Goodwill and other purchased intangibles, Net           2,550         --          5,245(4)(a)       7,795 

Marketable Securities                                      69         --                               69 

Other Non-Current Assets                                              --                               -- 
  Loans Receivable - Related Party                        600         --                              600 
  Inventory                                             1,400         --                            1,400 
  Other                                                   210           38                            248 
                                                     --------     --------     --------          -------- 
                       Total Assets                  $ 28,185     $  5,641     $ 21,645          $ 55,471 
                                                     ========     ========     ========          ======== 

         Liabilites and Stockholders' Equity                                                              

Current Liabilities                                                                                       

Demand Notes Payable                                 $  2,000     $   --                        $  2,000  
Notes Payable and Capital Leases                        4,982          412                         5,394  
Payable to Third Party Consignors                       2,234         --                           2,234  
Accounts Payable                                        6,947          674                         7,621  
Accrued Expenses                                        1,620        1,457                         3,077  
Due to related parties                                               1,171                         1,171  
                                                     --------     --------     --------         --------  
  Total Current Liabilities                            17,783        3,714         --             21,497  

Notes Payable - Long Term                                  82           21                           103  

Due to related parties                                   --             54                            54  
                                                     --------     --------     --------         --------  
  Total Liabilities                                    17,865        3,789         --             21,654  

Stockholders' Equity                                   10,320        1,852       (1,852)(4)(a)     10,320 

                                                                                  7,097(4)(a)       7,097 

                                                                                 11,400(4)(b)      11,400 

                                                                                  5,000(4)(c)       5,000 

                                                                                                 -------- 

  Total Liabilities and Stockholders' Equity         $ 28,185     $  5,641     $ 21,645          $ 55,471 
                                                     ========     ========     ========          ======== 

See Notes to the Accompanying Pro Forma Condensed Combined Financial Statements 

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      Notes to Unaudited Pro Forma Condensed Combined Financial Statements
 (Dollar amounts in thousands, except for per share or as noted)

1.  Basis of Presentation                                             

       The acquisition will be accounted for as a purchase by GMAI under
     accounting principles generally accepted in the United States of America.
We prepared the unaudited pro forma condensed combined financial    
    information using the purchase method of accounting with GMAI treated as
the acquirer. Accordingly, GMAI's cost to acquire the Auctentia     
 subsidiaries will be allocated to the assets acquired and liabilities
assumed based upon their estimated fair values as of the date of    
     acquisition. The final allocation is dependent upon completion of certain
     valuations. For purpose of this pro forma analysis the purchase price has
      been allocated based upon preliminary estimates. Accordingly, the purchase
     price allocation pro forma adjustments are preliminary and have been made
      solely for the purpose of providing unaudited pro forma condensed combined
financial information.                                              

2.  Purchase Price                                                    

       The following is a preliminary estimate of the purchase price for the
Auctentia Subsidiaries:                                                         

number of shares issued in exchange for                               
equity interest of seven of Auctentia's                               
   operating subsidiaries      ..............................      3,729,226

   Share price  (1)            ..............................         $1.769
                                                                   ---------

   Purchase price              ..............................         $6,597

   Estimated transaction costs ..............................            500
                                                                   ---------

   Estimated purchase price    ..............................      $   7,097
                                                                   =========

Estimated Purchase Price:                                             
   Fair value of net assets acquired ........................         $1,852

   Goodwill     (2)..........................................          5,245
                                                                   ---------

   Estimated Purchase Price..................................         $7,097
                                                                   =========

(1)   The price per share of $1.769 is based on the approximate market
         price per share on June 17, 2002, the date the letter of intent was
signed.                                                   

     (2)   We are currently completing the final valuation to determine if there
   are any intangible assets. Any such amounts are not, however,
expected to be significant.                               

3.  Accounting Policies and Financial Statement Classifications       

         Upon completion of the acquisition, GMAI and the Auctentia subsidiaries
will review their accounting policies and financial statement         
 classifications. As a result of that review, it may become necessary to
make certain reclassifications to the combined company's financial    
     statements to conform to those accounting policies and classifications that
are determined to be more appropriate.                                

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4.  Pro Forma Adjustments                                             

 Adjustments included in the column under the heading "Pro Forma
Adjustments" primarily relate to the following:                       

    (a) To record excess purchase price paid over the fair market value of the
  assets acquired and to eliminate the historical equity values of
        Auctentia subsidiaries upon consolidation. (See Note 2 for calculation
of goodwill).                                                 

   (b) Concurrent with the share purchase agreement the Company entered into
        an inventory purchase agreement in which the Company purchased $11,400
      of inventory through the acquisition of the outstanding interests of
GMAI Central de Compras, S.L.                                 

     (c) Concurrent with the share purchase agreement the Company entered into a
      subscription agreement for the sale of 2,826,456 shares of stock for
$5,000.                                                       

5.  Basic and Diluted Earnings (Loss) per share                       

    The pro forma combined basic and diluted earnings (loss) per share
assumes the issuance of 13,000,000 shares related to the transaction agreements 
above as if the transactions had occurred on July 1, 2001.                      

       A copy of GMAI's Annual Report on Form 10-K for its fiscal year ended
June 30, 2002 is enclosed. Copies of GMAI's Quarterly Reports on Form 10-Q for  
the three-month periods ended September 30, 2002 and December 31, 2002, are     
furnished with this proxy statement as Appendices H and I, respectively.        

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INFORMATION CONCERNING THE SPECIAL MEETING

Date, Time and Place of the Special Meeting                                     

       This proxy statement is furnished in connection with the solicitation
by the board of directors of GMAI of proxies to be voted at the special meeting 
of stockholders to be held on March 18, 2003, or at any adjournment or          
postponement thereof, for the purposes set forth in the accompanying Notice of  
Special Meeting of Stockholders. Stockholders of record on February 12, 2003,   
will be entitled to vote at the special meeting. The special meeting will be    
held at the Radisson Hotel & Suites, 690 Route 46 East, Fairfield, New Jersey   
07004, on Tuesday, March 18, 2003, at 10:00 AM Eastern Standard Time.           

       This proxy statement and the enclosed proxy card were first mailed to
stockholders on February __, 2003.                                              

Purposes of the Special Meeting                                                 

       At the special meeting, holders of our common stock will consider and
vote upon proposals:                                                            

o     To approve the issuance of 3,729,226 shares of our common stock to        
      Auctentia to complete the acquisition of certain operating subsidiaries of
Auctentia pursuant to the share purchase agreement;                 

o     To approve the issuance of 6,444,318 shares of our common stock to        
 Auctentia to complete the acquisition of a newly formed subsidiary of
      Auctentia whose sole assets consist of an inventory of certain philatelic,
art and other assets pursuant to the inventory purchase agreement;  

o     To approve the issuance of 2,826,456 shares of our common stock to        
Auctentia in exchange for $5,000,000 pursuant to the subscription   
agreement;                                                          

o     To approve an amendment to GMAI's 1997 plan to increase from 3,500,000 to 
   5,000,000 the total number of shares that GMAI may issue under the 1997
plan; and                                                           

o     To transact such other business as may be properly brought before the     
special meeting and at any adjornment or postponement thereof.      

Voting Rights of Stockholders                                                   

        Our board of directors has fixed the close of business on February 12,
2003 as the record date for determining the holders of shares of our common     
stock entitled to notice of and to vote at the special meeting and at any       
adjournments thereof. As of the close of business on the record date, 12,703,304
shares of our common stock, held by 2,150 stockholders of record, were          
issued and outstanding and entitled to vote at the special meeting. The presence
at the special meeting of a majority of these shares of common stock, either in 
person or by proxy, will constitute a quorum for the transaction of business at 
the special meeting. An automated system administered by our transfer agent will
tabulate stockholder votes. On all matters, each share of common stock has one  
vote.                                                                           

Required Vote for Approval                                                      

       Neither Delaware law nor GMAI's charter documents require approval of
any of the proposals. However, because GMAI's common stock is listed on the     
Nasdaq National Market, GMAI is subject to Nasdaq's corporate governance rules, 
including Rule 4310(c)(25)(H)(i)(c)(2) which provides that an issuer must obtain
shareholder approval prior to selling or issuing common stock (or securities    
convertible into common stock) in a transaction where the amount of common stock
to be issued is greater than 20% of the common stock or voting power of the     
company outstanding prior to the issuance. The proposed issuance of up to       
13,000,000 shares of GMAI common stock pursuant to the transactions will        
represent greater than 20% of GMAI's outstanding common stock at the time of the
issuance and therefore our stockholders must approve the issuance of common     
stock necessary to                                                              

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consummate the transactions contemplated by each of the transaction agreements. 
In addition, the amendment to the 1997 plan must be approved by our stockholders
pursuant to Nasdaq Rule 4350(i)(1)(A). Each of the proposals requires the       
affirmative vote of the holders of a majority of the shares of our common stock 
voting on each such proposal.                                                   

Quorum, Abstentions, Broker "Non-Votes"                                         

 Votes cast by proxy or in person at the special meeting will be
tabulated and will determine whether or not a quorum is present. Abstentions and
broker non-votes are included in determining the presence or absence of a       
quorum. With respect to each proposal, the affirmative vote of the holders of a 
majority of the shares of common stock voting on such proposal is required to   
pass each of the proposals. Abstentions and broker non-votes will not be        
included in determining the number of votes cast and will have no effect on the 
outcome of the proposals.                                                       

Revocability of Proxies                                                         

        You can change your vote at any time before your proxy is voted at the
special meeting. If you hold your shares in your own name, you can do this in   
one of three ways. First, you can deliver a written notice to GMAI stating that 
you would like to revoke your proxy. Second, you can complete and submit a new  
proxy. If you choose either of these two methods, you must submit your notice of
revocation or your new proxy to the Secretary of GMAI at 775 Passaic Avenue,    
West Caldwell, New Jersey 07006 prior to the special meeting. Third, you can    
attend the special meeting and vote in person. If you hold your shares in       
"street name," you should follow the directions provided by your broker         
regarding how to change your vote.                                              

Solicitation of Proxies                                                         

       GMAI will bear the cost of soliciting proxies. In addition, GMAI will
solicit shareholders by mail through its regular employees and will request     
banks and brokers, and other custodians, nominees and fiduciaries, to solicit   
their customers who have stock of GMAI registered in the names of such persons  
and will reimburse them for their reasonable, out-of-pocket costs. GMAI may use 
the services of its officers, directors and others to solicit proxies,          
personally or by e-mail, facsimile, telephone or other forms of communication,  
without additional compensation. GMAI has retained ADP Proxy Servers to assist  
in connection with the solicitation of proxies. The fees to be paid to such firm
for such services are expected to be approximately $2,500, plus reasonable      
out-of-pocket costs and expenses.                                               

 THE PROPOSED TRANSACTIONS

       This section of the proxy statement describes aspects of the proposed
transactions. To the extent that it relates to the any of the transaction       
agreements and the terms of the transactions, the following descriptions do not 
purport to be complete and are qualified in their entirety by reference to the  
share purchase agreement, the inventory purchase agreement and the subscription 
agreement, as applicable, which are attached as Appendices A, B and C to this   
proxy statement and are incorporated herein by reference. All stockholders are  
urged to read each of the transaction agreements.                               

Background of the Transactions                                                  

         The following discussion presents background information concerning the
share purchase transaction, the inventory purchase transaction and the          
subscription transaction.                                                       

      Since Afinsa's initial equity investment in GMAI in 1996, Afinsa and
GMAI have collaborated in a number of areas. The parties have been significant  
participants in each other's auctions over several years and have jointly       
invested in certain operations in Asia. In addition, GMAI has acted as a buying 
agent for Afinsa for the purchase of certain collectibles. Afinsa and Auctentia 
have also provided both debt and equity financing to GMAI.                      

      Management of Afinsa and GMAI, including Greg Manning, the President
and Chief Executive Officer of GMAI, commenced discussions about expanding their
business relationship and effectively combining certain of                      

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their operations during meetings held in Madrid, Spain in April 2002. During    
those discussions, Mr. Manning indicated that he believed the board of GMAI     
would consider any proposal that was sensible from a business perspective and   
that would enhance value for GMAI shareholders. After these meetings, members of
management of both parties believed that continued discussions could be fruitful
given the potential combined strengths and complementary nature of the          
respective businesses, particularly in light of the fact that Auctentia,        
Afinsa's wholly owned subsidiary, had recently completed its acquisition of the 
various Kohler companies and was negotiating to acquire a majority interest in  
Corinphila.                                                                     

    Thereafter, management of both parties engaged in lengthy internal
discussions regarding various alternative transactions, analyzing the potential 
effects of each on the business and operations of the companies involved. In May
2002, members of management traveled again to Spain, where they engaged in more 
extensive discussions and negotiations regarding potential transactions,        
focusing on creating a worldwide auction network through the businesses of      
Auctentia and GMAI. At that time, the parties exchanged more detailed           
information about their respective businesses and discussed potential synergies 
that could result from combining certain of their businesses and assets. Afinsa 
also provided GMAI with various strategic business plans that assumed an        
acquisition of the Auctentia auction subsidiaries by GMAI. At that meeting, the 
parties also discussed entering into other transactions in addition to the      
business acquisitions; specifically, the possible acquisition by GMAI of        
inventory owned by Afinsa or an affiliate and an equity investment in GMAI by   
Auctentia. The parties also addressed the respective value of the proposed      
transactions and the consideration to be paid therefor.                         

   After the second set of face-to-face meetings, management of GMAI
provided its board of directors with a package of information obtained from the 
meetings, and engaged in lengthy discussion with Board members regarding the    
strategic benefits that could result from the proposed acquisition, as well as  
the possible risks associated therewith. Management also consulted with GMAI's  
counsel and accountants regarding the legal and financial implications of such  
an acquisition.                                                                 

      Management then decided that it would be appropriate to enter into a
letter of intent with Afinsa, to set forth the parties' understanding at that   
point. It believed that once such a letter of intent was signed, it could then  
proceed to complete its business and legal due diligence, as well as proceed to 
engage a financial advisor to opine as to the fairness of the share purchase    
transaction from the standpoint of GMAI's stockholders.                         

        The parties then negotiated a letter of intent, which provided for the
acquisition by GMAI of various assets, including substantially all of Afinsa's  
non-collectibles business, which were then being operated primarily through     
Auctentia. The letter of intent provided that GMAI would issue 13 million shares
of its stock in exchange for the assets to be acquired, based on a negotiated   
price per share of $1.769, which was the approximate fair market value of GMAI's
common stock at that time. The letter of intent provided that this negotiated   
per share price would not be adjusted, except under certain specified           
conditions.                                                                     

      At a GMAI board meeting held on June 17, 2002, Mr. Manning and other
members of the board gave a presentation regarding the proposed transactions.   
The board engaged in extensive discussion and analysis of all aspects of the    
proposed transactions, including legal issues, operational and technological    
issues, accounting issues, currency issues and management issues, among others. 
Members of the board, including two independent members, Mr. Mark Segall and Mr.
James Davin, raised numerous questions regarding the calculation of the proposed
purchase price and the basis therefor, including the value of the assets to be  
acquired. The board then discussed the need for a fairness opinion from an      
independent third party with respect to the subsidiaries to be acquired, and a  
timetable for completion of all of the transactions. The board members then     
reviewed the proposed letter of intent with counsel, and concluded that it      
accurately reflected the understanding of the board. The board then authorized  
management to sign the letter of intent, to proceed with diligence, and to      
commence drafting the appropriate documentation.                                

    On June 17, 2002 the letter of intent was executed by both parties
following the board meeting, and GMAI issued a press release announcing the     
proposed transaction.                                                           

      From the date the letter of intent was executed until the definitive
agreements were signed, GMAI conducted and completed its business and legal due 
diligence, retained a valuation firm and received a fairness                    

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opinion of that firm as to the consideration to be given under the share        
purchase transaction, retained an independent accounting firm to prepare audited
financial statements on the Auctentia subsidiaries and negotiated and finalized 
definitive documentation.                                                       

       During the summer of 2002, management of GMAI conducted a significant
amount of business diligence, making several extended trips to Madrid. At the   
same time, counsel for GMAI began the legal diligence process, and the parties  
continued to negotiate the terms of the proposed transaction. GMAI also retained
accountants in Spain to examine the financial condition of the subsidiaries to  
be acquired.                                                                    

 At this time, GMAI retained local counsel in Spain, Germany and
Switzerland to assist it in conducting the legal due diligence of the Auctentia 
subsidiaries.                                                                   

        After considering proposals from several potential financial advisors,
GMAI retained Wharton Valuation Associates to render a fairness opinion as to   
the consideration to be given in the share purchase transaction. Wharton        
commenced its review in the fall of 2002.                                       

     GMAI also retained Scrivener's to provide an appraisal of the stamp
inventory. Representatives of that firm conducted an appraisal in Spain in      
December, and concluded that the estimated fair market value of the stamp       
inventory proposed to be acquired pursuant to the inventory purchase agreement  
was $10,320,000.                                                                

  Based on preliminary reports from Wharton as to the value of the
subsidiaries, the Scrivener's appraisal and management's estimate of the value  
of the other inventory to be acquired from Auctentia, the parties then          
negotiated an allocation of the 13,000,000 shares of GMAI stock to be issued.   
Specifically, the parties agreed that, subject to completion of its due         
diligence, GMAI would issue 6,444,318 shares of stock in exchange for the       
inventory to be acquired; 3,729,226 shares for the Auctentia subsidiaries; and  
2,826,456 shares for $5 million in cash, in each case based on the agreed-upon  
share valuation of $1.769 per share.                                            

        At a regularly scheduled meeting of the board of directors on December
12, 2002, following the annual meeting of stockholders, representatives of      
Wharton made a presentation regarding its proposed fairness opinion and the     
results of its analyses and review. Members of the board, including Messrs.     
Segall and Davin, questioned the Wharton representatives at length concerning   
the assumptions and bases for its opinion, and ultimately requested that Wharton
provide additional information to the board for its review. The board also      
deliberated over the proposed acquisition of inventory from Afinsa and sale of  
stock for cash to Auctentia.                                                    

       At that meeting, counsel for GMAI informed the board as to the status
of the diligence process and the drafting of the definitive agreements.         

         Thereafter, management of GMAI circulated to the board complete audited
financial statements of the Auctentia subsidiaries, a revised proposed fairness 
opinion from Wharton, and proposed drafts of the definitive agreements. At the  
same time, the parties were finalizing their negotiations regarding certain     
provisions of the share purchase agreement, the inventory purchase agreement and
the subscription agreement.                                                     

       The board of GMAI held another meeting on Tuesday, January 7, 2003 to
consider approval of the proposed transactions. At that time, a Wharton         
representative presented its opinion to the board that, as of the date of the   
opinion, the share purchase transaction was fair to GMAI's stockholders (other  
than Auctentia and its affiliates, as to which is expressed no opinion) from a  
financial point of view. The board also analyzed and discussed the audited      
financial statements of the Auctentia subsidiaries. In addition, counsel for    
GMAI reviewed the terms of the proposed transactions as set forth in the various
agreements.                                                                     

       At this meeting, Mr. Manning made a presentation regarding all of the
proposed transactions, and the board deliberated over the financial and         
strategic business implications of all of these transactions, as well as the    
attendant risks and benefits. Following discussion, the board of directors of   
GMAI unanimously approved the share purchase agreement, the inventory purchase  
agreement and the subscription agreement, substantially in the forms presented  
to it.                                                                          

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     After finalization of the various agreements, the parties exchanged
signature pages on January 23, 2003, and GMAI issued a press release announcing 
the execution of the agreements.                                                

Recommendation of the GMAI Board of Directors                                   

      The disinterested members of the board of directors have unanimously
approved each of the proposed issuances of shares of GMAI common stock to       
Auctentia to consummate each of the transactions. The board believes that the   
terms of the transaction agreements are fair to, and in the best interests of,  
GMAI and its stockholders, and unanimously recommends that holders of shares of 
GMAI common stock vote "FOR" approval of the proposed issuances of GMAI common  
stock.                                                                          

         In making its decision, the board of directors consulted with its legal
and financial advisors and considered a number of factors, as described below.  
The GMAI board of directors' decision to approve the transaction agreements and 
the transactions was based in significant part upon its evaluation of Afinsa,   
Auctentia and the Auctentia subsidiaries, its assessment of the strategic       
benefits of the transactions and its assessment that the consideration to be    
received by GMAI in the transactions was fair from a financial point of view    
based on the fairness opinion from Wharton and the Scrivener's appraisal.       
Strategic benefits of the transactions that the GMAI board of directors believes
will contribute to the success of the combined entity include:                  

o     the Auctentia subsidiaries' leading positions in philatelic and numismatic
   collectibles, positions that are complementary to GMAI's own philatelic
and numismatic collectibles business and that will assist GMAI in   
fulfilling its strategy of expanding its business offerings;        

o     the synergies from the acquisitions that may be achieved by using GMAI's  
  and the Auctentia subsidiaries' brand names and sales and distribution
 channels to aggressively promote the Auctentia subsidiaries' services
around the world;                                                   

o     the strong management teams at the Auctentia subsidiaries;                

o     the cost-saving opportunities from the transactions that may be achieved  
through eliminating duplicative costs;                              

o     the increase in GMAI's market capitalization as a result of the           
      transactions, which should enhance the ability to use GMAI common stock as
      currency for future acquisitions and should make GMAI more attractive to a
larger group of potential investors;                                

o     the opportunity for improved revenue prospects with the addition of new   
customers and the ability to obtain greater revenue from existing   
customers.                                                          

 In the course of its deliberations, the GMAI board of directors
reviewed with GMAI's management a number of other factors important to the      
transactions, including:                                                        

o     the fact that the transaction agreements value a share of GMAI common     
  stock at approximately $1.769, which represented a substantial premium
over the recent trading prices of GMAI common stock;                

o     financial analysis and other information with respect to the Auctentia    
    subsidiaries presented by Wharton Valuation Associates in a presentation
  to the GMAI board of directors, including Wharton Valuation Associates
opinion that, as of January 2, 2003 and subject to the assumptions, 
    qualifications and limitations set forth in its written opinion, the per
   share consideration under the share purchase agreement was fair, from a
    financial point of view, to the holders of GMAI common stock (other than
Auctentia and its affiliates, as to which no opinion was expressed);

o     discussions with management and financial and legal advisors as to the    
     results of the due diligence investigation of the Auctentia subsidiaries'
businesses.                                                         

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o     the likelihood of realizing superior benefits through alternative business
strategies;                                                         

o     historical information concerning the Auctentia subsidiaries' business,   
   prospects, financial performance and condition, operations, technology,
management and competitive position;                                

o     GMAI management's view of the financial condition, results of operations  
and businesses of the Auctentia subsidiaries before and after giving
effect to the transactions;                                         

o     current financial market conditions and historical market prices,         
 volatility and trading information with respect to GMAI common stock;

o     the belief that the terms of the transaction agreements, including the    
    parties' representations, warranties and covenants and the conditions to
their respective obligations, are reasonable;                       

o     the terms of the voting agreement under which holders of approximately 60%
     of GMAI's outstanding common stock have committed to vote in favor of the
issuances; and                                                      

o     the impact of the transactions on GMAI's customers and employees.         

      GMAI's board of directors believed that these factors, including the
board's review of the terms of the transaction agreements, supported the board's
recommendation of the transaction when viewed with the risks and potential      
benefits of the transactions.                                                   

         The GMAI board of directors also considered risks arising in connection
with the transactions, including:                                               

o     the risk that GMAI's stock price might decline substantially prior or     
subsequent to closing;                                              

o     the risk associated with attempting to integrate the Auctentia            
   subsidiaries' operations, products and services with GMAI's operations,
    products and services, including the risk that the benefits sought to be
   achieved by the integration of the businesses will not be achieved; and

o     other risks described under the caption "RISK FACTORS."                   

  In the view of the GMAI board of directors, these risks were not
sufficient, either individually or in the aggregate, to outweigh the advantages 
of the proposed transactions in the manner in which they were proposed.         

       The foregoing discussion of the information and factors considered by
the GMAI board of directors is not intended to be exhaustive, but is believed to
include all material factors considered by the GMAI board of directors. In view 
of the wide variety of factors, both positive and negative, considered by the   
GMAI board of directors, the GMAI board of directors did not find it practical  
to, and did not, quantify or otherwise assign relative weights to the specific  
factors considered or necessarily reach a conclusion as to these factors. Based 
on the totality of the information and factors considered, the GMAI board of    
directors believed and continues to believe that the transactions are in the    
best interests of GMAI and its stockholders and continues to recommend approval 
and adoption of the proposals.                                                  

THE SHARE PURCHASE AGREEMENT

      This section describes the material provisions of the share purchase
agreement. This description is not complete and may not contain all the         
information that may be important to you. You should carefully read the full    
text of the share purchase agreement which, with the exception of exhibits, is  
furnished as Appendix A to this proxy statement before you decide how to vote.  

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General                                                                         

      On January 23, 2003, we entered into a share purchase agreement with
Auctentia. Pursuant to the share purchase agreement, we agreed to acquire all of
Auctentia's equity interests in the following European-based operating          
subsidiaries of Auctentia:                                                      

o   Heinrich Kohler Berliner Briefmarken-Auktionen GmbH;
o   Heinrich Kohler Auktionshaus GmbH & Co. KG;         
o   Heinrich Kohler Briefmarkenhandel GmbH & Co. KG;    
o   Heinrich Kohler Verwaltungs GmbH;                   
o   Auctentia Deutschland GmbH;                         
o   Auctentia Subastas S.L.; and                        
o   Corinphila Auktionen AG.                            

      These companies are variously engaged in the businesses of providing
intermediation for high level collectors through auctions (both live and via the
internet), sales, trading and investing in primarily philatelic and numismatic  
assets.                                                                         

     Auctentia currently holds 100% of the issued and outstanding equity
interests of each of Heinrich Kohler Auktionshaus, Heinrich Kohler              
Briefmarkenhandel, Heinrich Kohler Verwaltungs, Auctentia Deutschland and       
Auctentia Subastas; 66.67% of the issued and outstanding equity interests of    
Heinrich Kohler Berliner Briefmarken-Auktionen; and 65% of the issued and       
outstanding equity interests of Corinphila Auktionen. Upon the closing of the   
transactions contemplated by the share purchase agreement, we will acquire all  
of Auctentia's right, title and interest to all of the equity interests         
currently held by Auctentia in each of these companies. Accordingly, following  
the closing, five of these companies will become wholly-owned subsidiaries of   
us.                                                                             

    At the closing, we will issue to Auctentia 3,729,226 shares of our
common stock, subject to appropriate adjustment for any stock split, dividend or
combination in or of our common stock that occurs after the date of the share   
purchase agreement and prior to the closing date. These shares represent        
approximately 29.4% of the issued and outstanding shares of our common stock.   
The number of shares to be delivered is based on a price per share of $1.769,   
which is what the parties agreed to on June 17, 2002, the date the letter of    
intent was signed.                                                              

For further information please reference the Wharton Valuation
Associates Fairness Opinion furnished with the proxy statement as Appendix D.   

The Auctentia Subsidiaries                                                      

Corinphila Auktionen AG                                                         

        Corinphila Auktionen AG ("Corinphila"), founded as an auction house in
1921, is incorporated under the laws of Switzerland. Corinphila is one of the   
world's leading philatelic auction houses specializing in rarities, specialized 
collections and other high-end philatelics. It generally conducts two auctions  
per year.                                                                       

        Auctentia acquired 65% of the outstanding stock of Corinphila pursuant
to a stock purchase agreement between Auctentia and the two selling             
shareholders, effective July 1, 2002. The remaining 35% of the stock is held by 
the selling shareholders. The purchase price for the 65% interest was           
approximately CHF 1,950,000. At the closing of the transaction, CHF 700,000 was 
deposited into escrow, and the balance was paid to the selling shareholders.    
Pursuant to the escrow agreement, CHF 200,000 is to be held in escrow to pay any
claims of Auctentia for breach of sellers' representations and warranties under 
the share purchase agreement. These funds are to be released to the selling     
shareholders in September 2003, unless a claim has made been prior thereto. The 
remaining CHF 500,000 in the escrow account are to be released to the selling   
shareholders in three yearly installments commencing September 2003, subject to 
the compliance by certain employee shareholders of Corinphila with their        
employment agreements described below.*                                         

*   The average currency conversion ration of swiss francs to U.S. dollars in   
July 2002 was CHF1:US$0.6790.                                           

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   The stock purchase agreement between the selling shareholders and
Auctentia contains a put and a call option, pursuant to which Auctentia has the 
right to acquire, and may have the obligation to acquire, the remaining 35% of  
the outstanding stock. The rights and obligations associated with this put and  
call option, which are exercisable during a six-month period in 2005, are not   
being transferred to GMAI in this transaction.                                  

     In connection with our execution and delivery of the share purchase
agreement, we agreed to become a party to the shareholders' agreement of        
Corinphila Auktionen, dated as of September 19, 2002, by and among Auctentia,   
and certain shareholders of Corinphila, as if we, and not Auctentia, were       
originally a party thereto. The parties to the Corinphila shareholders'         
agreement have agreed that certain board and stockholder actions of Corinphila  
may be taken only by unanimous vote of Corinphila's directors and stockholders, 
respectively. The Corinphila shareholders have also agreed that the Corinphila  
board of directors will be composed of at least five directors, three of whom   
will be appointed by Auctentia. At least a majority of the Corinphila board of  
directors must be Swiss citizens who maintain residency in Switzerland. Prior to
transferring any shares of Corinphila, each shareholder must give the other     
shareholders the right to purchase his or its shares at the lesser of the       
consideration offered by the third party to the selling shareholder and the book
value of the shares. The general effect of the Corinphila shareholders agreement
is to limit our ability to transfer our shares in Corinphila and to control the 
board and shareholder votes, notwithstanding that we will hold, after the       
closing, a majority of the issued and outstanding capital stock of Corinphila.  

  Furthermore, the selling shareholders will have a right of first
refusal in the event GMAI desires to sell its shares in Corinphila.             

  Corinphila is a party to employment agreements with its managing
directors through June 2005. In these agreements, each managing director agreed 
not to engage in any business that is competitive with the company for a period 
of two years following the termination date of its employment. Each managing    
director also agreed not to solicit employees of the Corinphila during that     
period.                                                                         

    The company has employment agreements with approximately six other
employees.                                                                      

Auctentia Subastas, S.L.                                                        

    Auctentia Subastas, S.L. ("Subastas") is a newly organized Spanish
limited liability company, formed by Auctentia for the purpose of conducting the
numismatic and philatelic business previously carried out by the "Auctentia     
Subastas Division" of Auctentia. Auctentia has transferred, or by the closing   
will transfer, to Subastas all of the assets necessary for the operation of this
business substantially in the manner in which it has been conducted by the      
division. Following the closing, Subastas will conduct its operations under the 
name "Afinsa-Auctions" pursuant to an assignment from Afinsa of the rights to   
use the name "Afinsa-Actions", and will hold auctions in Madrid, Barcelona      
(Spain), Porto and Lisbon (Portugal). It is expected that Subastas will continue
to focus on high level philately, as the division currently does, but also will 
expand its operations to the middle and lower market segments, including dealers
and collectors, and to seek to develop a stronger internet presence.            

Effective as of the closing of the share purchase transaction,
Susbastas will become a party to a joint venture agreement with Soler y Llach.  

        Subastas currently has no employees, but by the closing it is expected
that the company will have in place direct contractual arrangements with        
employees or will have entered into an agreement with Auctentia pursuant to     
which Autentia will make certain of its own employees available for the         
operation of the business.                                                      

Heinrich Kohler Auktionshaus GmbH & Co. KG                                      
Heinrich Kohler Briefmarkenhandel GmbH & Co. KG                                 
Heinrich Kohler Verwaltungs GmbH                                                

     H. Kohler Auktionshaus GmbH & Co. KG ("Auktionshaus"), a commercial
limited partnership, is the largest philatelic auction house in Germany. It was 
formed in December 2000 (after having conducted business as an individual, since
1913) and holds three auctions per year. The company is based in Wiesbaden.     

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         Heinrich Kohler Briefmarkenhandel GmbH & Co.KG ("Briefmarkenhandel"), a
commercial limited partnership, was incorporated in December 2000.              

      H. Kohler Verwaltungs GmbH ("Verwaltungs"), a German private limited
company, serves as a partner in Auktionshaus and Briefmarkenhandel, with        
unlimited liability.                                                            

         In April 2001, Auctentia entered into a purchase and transfer agreement
with the other limited liability partner in Briefmarkenhandel and Auktionshaus  
pursuant to which Auctentia purchased the limited partner's interest in such    
partnership, as well as its shares in Verwaltungs, which was 100% owned by it.  
The purchase price for all of the interests was DM 5,395,583.00, allocated as   
follows:*                                                                       

 DM 48,895.75 for the shares of Verwaltungs DM 48,895.75 for the
   partnership interest in Briefmarkenhandel DM 5,297,791.50 for the
partnership interest in Auktionshaus                          

Pursuant to the agreement, the purchase price is to be paid by
Auctentia in installments. The final payment of DM 1,260,000.00 is due on April 
18, 2003, and is guaranteed by Banco Espanol de Credito. GMAI has not assumed   
this obligation. In the event of a default by Auctentia on this payment, the    
seller would have the right to terminate the contract and recover the interests 
transferred.                                                                    

       In connection with the agreement, the seller covenanted that it would
not compete with the three companies for a period of three years from the       
closing of that transaction, through April 2004.                                

       Auktionshaus currently has contracts with approximately 10 employees.
The other two companies have no employees.                                      

Heinrich Kohler Berliner Briefmarken-Auktionen GmbH                             

      H. Kohler Berliner Briefmarken GmbH ("Berliner") is a German private
limited liability company, founded in 1991 by three individuals. In April 2001, 
Auctentia acquired the shares held by one of the individuals, representing      
66.67% of the outstanding stock. The remaining equity is held by the other two  
individuals.                                                                    

         The purchase price for the acquisition was DM 200,000, all of which has
been paid.                                                                      

        Berliner typically holds two auctions per year, in Berlin. The company
specializes in post-1945 German and old Communist Eastern Block countries'      
philately.                                                                      

Auctentia Deutchsland GmbH                                                      

        Auctentia Deutchsland GmbH, a German private limited liability company
("Deutchsland"), was formed by Auctentia in April 2001. At that time,           
Deutchsland entered into a contract with Auktionshaus pursuant to which         
Deutchsland agreed to provide certain management and auction services to        
Auktionshaus.                                                                   

Representations and Warranties                                                  

        Pursuant to the share purchase agreement, GMAI and Auctentia have made
various representations and warranties customary in transactions of this nature.
Auctentia has also made various customary representations and warranties with   
respect to the Auctentia subsidiaries. Auctentia has not made any               
representations or warranties with respect to any projections concerning the    
Auctentia subsidiaries or their operations.                                     

*   The average currency conversion ratio of deutsche marks to U.S. dollars in  
April 2001 was DM1:US$0.4567.                                           

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Covenants                                                                       

        Pursuant to the share purchase agreement, GMAI and Auctentia have made
various covenants customary in transactions of this nature, including agreements
to obtain and to cooperate with each other in order to obtain all consents,     
waivers, approvals and authorizations and to make all necessary filings to      
ensure the transactions contemplated by the agreement will be carried out.      
Auctentia has made similar covenants regarding the Auctentia subsidiaries.      

      Furthermore, Auctentia has agreed not to transfer, sell or grant any
option to purchase the GMAI common stock it obtains pursuant to the share       
purchase agreement, or enter into any similar agreement until eighteen months   
from the date of closing of the agreement.                                      

Indemnification                                                                 

         Pursuant to the share purchase agreement, Auctentia will indemnify GMAI
and its affiliates and hold them harmless from any and all claims or damages out
of or relating to any breach or inaccuracy of any representation, warranty,     
covenant or other agreement of Auctentia contained in the share purchase        
agreement. This notwithstanding, Auctentia is not obligated to indemnify GMAI to
the extent GMAI suffers damages under the share purchase agreement, and all     
other agreements between Auctentia and GMAI that are in effect as of the date of
the share purchase agreement in excess of U.S. $2.5 million. Auctentia's        
obligation to indemnify shall only apply to damages in excess of such U.S. $2.5 
million.                                                                        

     GMAI is required to indemnify Auctentia and its affiliates and hold
them harmless from any and all damages incurred or suffered arising out of or   
relating to any breach or inaccuracy of any representation, warranty, covenant  
or other agreement of GMAI contained in the share purchase agreement. GMAI's    
right to indemnification is its exclusive remedy with respect to any claim      
whatsoever which it may have against Auctentia arising out of or relating to the
share purchase agreement.                                                       

Vote Required for Approval of Share Issuance                                    

      The approval of the issuance to Auctentia of the 3,729,226 shares of
our common stock will require the affirmative vote of the holders of a majority 
of the outstanding shares of our common stock entitled to vote at the special   
meeting.                                                                        

         Executive officers and directors of GMAI and their affiliates owning in
the aggregate approximately 60% of the outstanding common stock have agreed,    
subject to certain conditions, to vote in favor of this share issuance and,     
accordingly, approval by the stockholders is assured.                           

Closing of the Transactions Contemplated by the Share Purchase Agreement        

     Unless the parties agree otherwise, the closing of the transactions
contemplated by the share purchase agreement will take place on the day the GMAI
stockholders approve, at the special meeting, the issuance to Auctentia of the  
3,729,226 shares of our common stock.                                           

THE INVENTORY PURCHASE AGREEMENT

 This section describes the material provisions of the inventory
purchase agreement. This description is not complete and may not contain all the
information that may be important to you. You should carefully read the full    
text of the inventory purchase agreement which, with the exception of exhibits, 
is attached as Appendix B to this proxy statement before you decide how to vote.

General                                                                         

      On January 23, 2003, we entered into an inventory purchase agreement
with Auctentia. Pursuant to the inventory purchase agreement, we agreed to      
acquire from Auctentia all of its right, title and interest to all of the       

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outstanding membership interests of GMAI Auctentia Central de Compras, S.L., a  
Spanish limited liability company and subsidiary of Auctentia whose principal   
assets consist of an inventory of certain stamps, art and other collectibles    
assets.                                                                         

     Auctentia currently holds 100% of the issued and outstanding equity
interests of GMAI Auctentia Central de Compras ("CdC"). Upon the closing of the 
transactions contemplated by the inventory purchase agreement, we will acquire  
all of Auctentia's right, title and interest to all of the outstanding equity   
interests currently held by Auctentia in CdC which will then become a           
wholly-owned subsidiary of us.                                                  

         After the closing, it is expected that CdC will be engaged in the sale,
marketing, brokering, distribution, promotion and production of owned and       
third-party collectibles, with an emphasis on specialized philatelic material.  
As a condition to closing, CdC will become a party to a purchasing agent        
agreement with Afinsa. Pursuant to the purchasing agent agreement, which has a  
five-year term, CdC will act as the exclusive supplier of collectibles for      
Afinsa on a world-wide basis. Afinsa is engaged, among other things, in         
commercial and trading activities involving collectibles throughout Europe, and 
has business relationships with a substantial number of long-term clients, the  
ultimate purchasers of the goods to be provided by CdC. Afinsa will have a right
of first refusal on all goods sold by CdC. CdC and Afinsa will agree on the     
purchase price for each order, and Afinsa will make payment within 30 days after
the order is placed. In addition, Afinsa has agreed, subject to certain         
conditions, to pay to CdC at the end of each year during the term an additional 
amount equal to 5% of the aggregate purchase price of the goods supplied by CdC 
during the year.                                                                

    At the closing, we will issue to Auctentia 6,444,318 shares of our
common stock, subject to appropriate adjustment for any stock split, dividend or
combination in or of our common stock that occurs after the date of the share   
purchase agreement and prior to the closing date. These shares represent        
approximately 50.7% of the issued and outstanding shares of our common stock as 
of February 12, 2003. The number of shares to be delivered is based on a price  
per share of $1.769, which is what the parties agreed to on June 17, 2002, the  
date the letter of intent was signed.                                           

Representations and Warranties                                                  

       Pursuant to the inventory purchase agreement, GMAI and Auctentia have
made various representations and warranties customary in agreements of this     
nature. Autentia has also made various customary representations and warranties 
concerning CdC. Auctentia has not made any representations or warranties with   
respect to any projections regarding CdC.                                       

Covenants                                                                       

       Pursuant to the inventory purchase agreement, GMAI and Auctentia have
made various covenants customary in agreements of this nature, including agree  
to obtain and to cooperate with each other in order to obtain all consents,     
waivers, approvals and authorizations and to make all necessary filings to      
ensure the transactions contemplated by the agreement will be consummated.      

Indemnification                                                                 

       Auctentia is required indemnify GMAI and its affiliates and hold them
harmless from any and all claims arising out of or relating to any breach or    
inaccuracy of any representation, warranty, covenant or other agreement of      
Auctentia contained in the inventory purchase agreement to the extent that GMAI 
actually suffers such damages under the inventory purchase agreement, and,      
damages under it and all other agreements between Auctentia and GMAI that are in
effect as of the date of the inventory purchase agreement are in excess of U.S. 
$2.5 million. Auctentia's obligation to indemnify only arises with respect to   
damages in excess of U.S. $2.5 million.                                         

       GMAI is required indemnify Auctentia and its affiliates and hold them
harmless from any and all damages incurred or suffered arising out of or        
relating to any breach or inaccuracy of any representation, warranty, covenant  
or other agreement of GMAI contained in the inventory purchase agreement. GMAI's
right to indemnification is its                                                 

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exclusive remedy with respect to any claim whatsoever which it may have against 
Auctentia arising out of or relating to the inventory purchase agreement.       

Vote Required for Approval of Share Issuance                                    

      The approval of the issuance to Auctentia of the 6,444,318 shares of
our common stock will require the affirmative vote of the holders of a majority 
of the outstanding shares of our common stock entitled to vote at the special   
meeting.                                                                        

         Executive officers and directors of GMAI and their affiliates owning in
the aggregate approximately 60% of the outstanding common stock have agreed,    
subject to certain conditions, to vote in favor of issuance of this share       
issuance and, accordingly, approval by the stockholders is therefore assured.   

Appraisal                                                                       

       GMAI has obtained an appraisal, dated December 16, 2002, of the stamp
inventory, conducted by Scrivener's. According to this appraisal, the fair      
market value of the stamp inventory at that date is $10,320,000. GMAI believes  
that the fair market value of the art inventory is approximately $1,250,000. A  
copy of the written appraisal of Scrivener's, which sets forth the assumptions  
made matters considered and limitations on the reviews undertaken, is furnished 
as Appendix G with this proxy statement and should be read carefully in its     
entirety.                                                                       

Closing of the Transactions Contemplated by the Inventory Purchase Agreement    

     Unless the parties agree otherwise, the closing of the transactions
contemplated by the inventory purchase agreement will take place on the day the 
GMAI stockholders approve, at the special meeting, the issuance to Auctentia of 
the 6,444,318 shares of our common stock.                                       

THE SUBSCRIPTION AGREEMENT

    This section describes the material provisions of the subscription
agreement. This description is not complete and may not contain all the         
information that may be important to you. You should carefully read the full    
text of the subscription agreement which, with the exception of exhibits, is    
furnished as Appendix C to this proxy statement before you decide how to vote.  

General                                                                         

    On January 23, 2003, we entered into a subscription agreement with
Auctentia. Pursuant to the subscription agreement, Auctentia agreed to purchase,
and we agreed to sell to Auctentia, 2,826,456 shares of our common stock,       
subject to appropriate adjustment for any stock split, dividend or combination  
of or in our common stock that occurs after the date of the share purchase      
agreement and prior to the closing date. These shares represent approximately   
22.3% of the issued and outstanding shares of our common stock as of February   
12, 2003. The number of shares to be delivered is based on a price per share of 
$1.769, which is what the parties agreed to on June 17, 2002, the date the      
letter of intent was signed.                                                    

         As consideration for this share issuance, Auctentia agreed to pay to us
an amount, in Euros, equal to $5,000,000, based on the Euro/U.S. dollar exchange
rate as of the close of business on the business day immediately preceding the  
closing date, as quoted in the Wall Street Journal on the closing date. If we   
complete the acquisition of GMAI Auctentia Central de Compras, S.L. on or before
the closing date pursuant to the inventory purchase agreement, we have agreed   
that Auctentia will pay the $5,000,000 cash consideration directly to GMAI      
Auctentia Central de Compras for its use as working capital.                    

Representations and Warranties                                                  

      Pursuant to the subscription agreement, GMAI and Auctentia have made
various representations and warranties customary for transactions of this       
nature.                                                                         

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Covenants                                                                       

      Pursuant to the subscription agreement, GMAI and Auctentia have made
various covenants, including, agreements to obtain and to cooperate with each   
other in order to obtain all consents, waivers, approvals and authorizations and
to make all necessary filings to ensure the transactions contemplated by the    
Agreements will be carried out.                                                 

Indemnification                                                                 

 Under the subscription agreement, GMAI is required to indemnify
Auctentia and its affiliates from any and all claims and damages they incur     
arising out of or relating to any breach or inaccuracy of any representation,   
warranty or covenant of GMAI contained in the subscription agreement or any     
instruments delivered by pursuant thereto.                                      

Vote Required for Approval of Share Issuance                                    

      The approval of the issuance to Auctentia of the 2,826,456 shares of
our common stock will require the affirmative vote of the holders of a majority 
of the outstanding shares of our common stock entitled to vote at the special   
meeting.                                                                        

         Executive officers and directors of GMAI and their affiliates owning in
the aggregate approximately 60% of the outstanding common stock have agreed,    
subject to certain conditions, to vote in favor of issuance of this share       
issuance and, accordingly, approval by the stockholders is therefore assured.   

Closing of the Transactions Contemplated by the Subscription Agreement          

     Unless the parties agree otherwise, the closing of the transactions
contemplated by the subscription agreement will take place on the day the GMAI  
stockholders approve, at the special meeting, the issuance to Auctentia of the  
2,826,456 shares of our common stock.                                           

Use of Proceeds                                                                 

      The proceeds received by GMAI pursuant to the subscription agreement
will be used to expand the business of GMAI and its subsidiaries.               

THE VOTING AGREEMENT

         This section describes the material provisions of the voting agreement.
This description is not complete and may not contain all the information that   
may be important to you. You should carefully read the full text of the voting  
agreement which is furnished as Appendix D to this proxy statement before you   
decide how to vote.                                                             

       In connection with the execution of the share purchase agreement, the
inventory purchase agreement and the subscription agreement, Auctentia entered  
into a voting agreement with certain of our directors and officers who are also 
stockholders of GMAI. These stockholders beneficially own in the aggregate      
2,141,026 shares of our common stock representing approximately 17% of the      
capital stock of GMAI as of February 12, 2003. Each signing stockholder has     
agreed to vote all shares of our common stock held by him in favor of the       
approval of the issuance and delivery of the shares of our common stock to      
Auctentia pursuant to the share purchase agreement, the inventory purchase      
agreement and the subscription agreement. The signing stockholders have also    
agreed not to transfer, pledge or assign any of their shares to a transferee,   
unless the transferee agrees to be bound by the terms of the voting agreement,  
or to grant any proxy or authorization to any person with respect to the voting 
of the stockholder's shares.                                                    

         The general effect of the voting agreement, together with the fact that
Auctentia holds approximately 43% of the issued and outstanding capital stock of
GMAI as of February 12, 2003 and has also agreed to vote all of its shares of   
stock in favor of each of the share issuances, is to assure that GMAI           
stockholder approval for each of the                                            

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share issuances will be obtained. The voting agreement will terminate upon the  
earlier to occur of the closing of all the transactions contemplated by the     
share purchase agreement, the inventory purchase agreement and the subscription 
agreement, or the date of termination of any of these agreements according to   
their respective terms.                                                         

 THE REGISTRATION RIGHTS AGREEMENT

This section describes the material provisions of the form of 
registration rights agreement. This description is not complete and may not     
contain all the information that may be important to you. You should carefully  
read the full text of the form of registration rights agreement which is        
furnished as Appendix E to this proxy statement before you decide how to vote.  

       In connection with the execution of the share purchase agreement, the
inventory purchase agreement and the subscription agreement, we agreed to enter 
into a registration rights agreement with Auctentia.                            

         On demand of holders of more than 50% of the shares of our common stock
beneficially owned by Auctentia, the registrable securities, we will be required
to effect up to six underwritten public offerings of shares of our common stock.
We will not be required to effect any demand registration made within 120 days  
after the effective date of a registration statement effected pursuant to a     
previous demand registration. The right of a holder to registration is          
conditioned upon the holder's participation in the underwriting and the         
inclusion of the holder's registrable securities in the underwriting and upon   
the completion by the holder of all questionnaires, powers of attorney,         
indemnities and other documents reasonably required under the terms of the      
underwriting arrangements.                                                      

      If we propose to register any of our securities under the Securities
Act of 1933 for the account of GMAI, for sale in an underwritten public         
offering, we will be required to give each holder of registrable securities     
notice of the registration. We will be required to give each holder of          
registrable securities the opportunity to include the registrable securities in 
our registration statement. This right of participation is subject to customary 
cutbacks if the managing underwriters for the offering advise us that the size  
of the proposed offering is sufficiently large to adversely affect the proposed 
offering.                                                                       

       We will be permitted to suspend the use of any registration statement
for a period not to exceed 60 consecutive days or an aggregate of 90 days in any
12-month period. We will be entitled to require this suspension under           
circumstances in which our board of directors determines in good faith that the 
continued use of the registration statement would require us to disclose a      
material financing, acquisition, other transaction or other material non-public 
information that would not be in the best interests of GMAI or our stockholders.

    We will pay all registration fees and expenses, whether or not any
registration statement is filed or becomes effective.                           

 OUR FINANCIAL ADVISOR HAS PROVIDED AN OPINION THAT THE TRANSACTIONS
CONTEMPLATED BY THE SHARE PURCHASE AGREEMENT ARE FAIR TO GMAI 
 STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW

      Wharton Valuation Associates, Inc. has acted as financial advisor to
GMAI in connection with the evaluation of the transactions contemplated by the  
share purchase agreement. Wharton is a consulting firm that has substantial     
experience evaluating transactions similar to the share purchase transaction.   
Wharton has met with the board of directors and delivered a written opinion,    
dated January 2, 2003 to the GMAI board of directors that as of that date and   
based upon and subject to the various limitations, qualifications and           
assumptions stated in the opinion, that the transactions contemplated by the    
transaction agreements are fair to GMAI's stockholders (other than Auctentia and
its affiliates, as to which it expressed no opinion) from a financial point of  
view.                                                                           

A copy of the written opinion of Wharton, which sets forth the
assumptions made, matters considered and limitations on the reviews undertaken, 
is furnished as Appendix F to this proxy statement and should be read carefully 
in its entirety.                                                                

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      The opinion from Wharton was prepared for the benefit and use of the
board of directors in its consideration of the share purchase transaction and   
does not constitute a recommendation to stockholders of GMAI as to how they     
should vote at the special meeting of stockholders in connection with that      
transaction. The opinion does not address the relative merits of the share      
purchase transaction or any other transactions or business strategies discussed 
by the board of directors as alternatives to the share purchase transaction or, 
except with respect to the consideration to be paid by GMAI in connection with  
the share purchase transaction, the underlying business decision of the board of
directors to proceed with or effect the share purchase transaction. The board of
directors did not retain Wharton to provide an opinion with respect to, and     
Wharton did not address, the fairness of the inventory purchase transaction or  
the subscription transaction.                                                   

 The summary of the opinion from Wharton set forth in this proxy
statement is qualified in its entirety by reference to the full text of such    
opinion.                                                                        

In arriving at its opinion, among other things, Wharton:      

o     Reviewed drafts of the share purchase agreement by and between Auctentia  
and GMAI;                                                           

o     Performed business and financial due diligence with the senior management 
  of each of GMAI and Auctentia, concerning topics such as the financial
      condition, historical operating performance, current operating performance
and the prospects of the Auctentia subsidiaries;                    

o     Reviewed certain business and financial information relating to the       
Auctentia subsidiaries deemed to be relevant, including historical  
financial results of the Auctentia subsidiaries;                    

o     Reviewed the audited combination financial statements of the Auctentia    
subsidiaries for the fiscal year ended June 30, 2002;               

o     Reviewed the audited combination financial statements of the Auctentia    
subsidiaries for the three months ended September 30, 2002;         

o     Reviewed the financial forecasts for the Auctentia subsidiaries furnished 
by Auctentia;                                                       

o     Compared certain financial data of the Auctentia subsidiaries with certain
financial and securities data of companies deemed similar to GMAI;  

o     Performed discounted cash flow analyses on the financial forecasts        
prepared by Auctentia and supplemented by Wharton;                  

o     Reviewed the historical prices and trading activity for GMAI's common     
stock;                                                              

o     Reviewed premiums paid relative to recent public market pre-announcement  
      trading prices on transactions involving the sale of minority interests in
     publicly-traded companies, whereby the purchaser acquired voting control;

o     Reviewed such other financial studies and analyses and took into account  
  such other matters deemed necessary, including Wharton's assessment of
general economic conditions.                                        

    In rendering its opinion, Wharton relied upon and assumed, without
independent verification, the accuracy and completeness of all information that 
was publicly available or was furnished to it by GMAI and Auctentia, or         
otherwise reviewed by Wharton, and Wharton has not assumed any responsibility or
liability therefor. Wharton did not conduct any valuations or appraisals of any 
assets or liabilities, nor were any such valuations or appraisals provided to   
them. In relying on financial analyses and forecasts provided to Wharton,       
Wharton assumed that they were reasonably prepared based on assumptions         
reflecting the best currently available estimates and judgments by management as
to the expected future results of operations and financial condition of the     
Auctentia subsidiaries to which such analyses and forecast relate. The opinion  
was based on economic, monetary and market conditions existing on, and the      
information made available to Wharton as of the date of the opinion.            

  The following is a summary explanation of the various sources of
information and valuation methodologies employed by Wharton in conjunction with 
rendering its opinion to the GMAI board of directors.                           

Premium Paid Analysis And Adjustment For Restrictions On The Marketability Of   
The GMAI Shares:                                                                

        In Wharton's opinion, the current trading price of GMAI's common stock
reflects some level of control premium. This control premium arises from the    
market's recognition that after the share purchase transaction,                 

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Auctentia will own greater than 50% of GMAI's common stock. Given the numerous  
factors that affect the price of a company's stock, Wharton concluded that it is
not possible to determine the precise level of the control premium factored in  
to the current trading price of GMAI's stock.                                   

Wharton undertook an analysis of the premiums paid in recent  
acquisitions of minority interests in publicly held companies, whereby the      
acquirer owned greater than a 50% interest in the target after the completion of
the transaction. This analysis examined the median premiums offered during the  
calendar years 1999 through the present time for transactions where the market  
value of the block of stock acquired was $100 million or less. This analysis    
determined that the median control premium above the trading price five days    
prior to the announcement of the offer was 45% and that the median control      
premium above the trading price thirty days prior to the announcement of the    
offer was 35%.                                                                  

        As indicated above, Wharton is of the opinion that the current trading
price of GMAI's common stock has a control premium factored into it. However,   
given the numerous factors that affect a company's stock price, it is not       
possible to determine the precise level of the control premium currently        
factored into GMAI's stock. Wharton believes that it is appropriate for purposes
of evaluating the fairness of the share purchase transaction to explicitly      
factor a control premium into the price of GMAI's common stock. Based on the    
above analysis of the median control premiums attached to the acquisition of    
minority interests in publicly traded companies, in conjunction with Wharton's  
assessment of GMAI's relative investment attractiveness, vis-a-vis the public   
companies in the Mergerstat database, Wharton is of the opinion it would be     
appropriate to apply an explicit control premium in the range of 25 percent to  
30 percent to the current trading price of GMAI's common stock.                 

Wharton also considered that, in accordance with the terms and
conditions of the draft share purchase agreement, Auctentia is prohibited from  
selling the GMAI shares issued to Auctentia pursuant to the share purchase      
agreement ("Purchaser Shares") for a period of eighteen months from the date of 
the share purchase transaction. Wharton has undertaken an analysis of studies   
involving the sale of restricted securities under Rule 144A, prior to April of  
1997. These studies all analyzed the prices at which restricted, or letter,     
stock was sold (principally to institutional investors) in relation to the      
contemporaneous freely traded (unrestricted) counterparts. Based on this        
analysis, Wharton concluded that it is appropriate to apply a discount in the   
range of 20 percent to 25 percent to the freely traded market price of GMAI's   
common stock, to reflect the negative investment appeal associated with the     
eighteen month prohibition of sale of the Purchaser Shares.                     

      In weighing all of these factors, Wharton concluded that the premium
for control attached to the Purchaser Shares is offset by the eighteen month    
prohibition on the sale of the Purchaser Shares. In Wharton's opinion,          
therefore, the $1.46 per share price assigned by the market to GMAI's common    
stock reflects both the transfer of control and the illiquidity inherent in the 
Purchaser Shares. Thus, the total value of the share purchase transaction is    
$5,445,000 (3,729,226 shares x $1.46).                                          

Discounted Cash Flow Analysis(1):                                               

       In order to determine whether the total value of the Purchaser Shares
bears a reasonable relationship to the value of the Auctentia subsidiaries2,    
Wharton first performed a discounted cash flow analysis on the prospective      
operating results of each Auctentia subsidiary. The result of this analysis was 
a range of equity valuations for each Auctentia subsidiary based on the present 
value of future cash flows of each Auctentia subsidiary. Wharton used the       
five-year financial forecasts prepared by Auctentia for each Auctentia          
subsidiary. Based on information provided by Auctentia, Wharton further         
incorporated the forecasted level of corporate overhead expense required to     
administer the Auctentia subsidiaries that was not incorporated in the financial
forecasts prepared by Auctentia. Wharton prepared various alternative cash flow 
forecasts for each Auctentia subsidiary based upon alternative assumptions      

----------------------                                                          
1     The Wharton analysis is based on a currency conversion ratio of euros to  
   dollars of 1.0 : 1.0. The conversion ratio as of February 12, 2003 was[
(euro)1.0:$1.046].                                                  
2     On a consolidated basis.                                                  

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regarding long term growth rates. Specifically, Wharton sensitized the cash flow
forecasts to long-term growth rates ranging from 1% to 2%. Wharton              
simultaneously sensitized the cash flow projections for alternative required    
rates of return on investment. In its determination of the appropriate required 
rates of return on investment, Wharton assumed a prudent capital structure for  
each Auctentia subsidiary comprised of debt (10% of total capital) and equity   
(90% of total capital). Wharton further assumed a cost of debt of approximately 
10%. Based on its assessment of the relative risk of an investment in the equity
of each Auctentia subsidiary, Wharton assumed required rates of return on equity
ranging between 18% and 22%. Based on the aforementioned capital structure, cost
of debt, and required rates of return on equity, Wharton calculated weighted    
average costs of capital ranging from 16.9% to 20.5%. Wharton discounted the    
projected free cash flows of each Auctentia subsidiary over the forecast period 
at the estimated range of the weighted cost of capital ("WACC").                

In Wharton's opinion, the valuation range of the Auctentia    
subsidiaries' equity capital, on a consolidated basis, based solely on the      
discounted cash flow approach is $6,250,000 to $6,950,000. The valuation range  
indicated by the discounted cash flow method implies a value per share for the  
Purchaser Shares in the range of $1.68 to $1.86 (based upon a total of 3,729,226
Purchaser Shares). This range of values exceeds the market price of GMAI's      
common stock.                                                                   

Premium Paid Analysis (on Controlling Interests)                                

         Wharton reviewed the purchase price per share premiums paid in publicly
disclosed mergers and acquisitions (domestic and international) in non-financial
industries announced and completed since December 31, 2001 with market value of 
total enterprise below $25.0 million. This analysis indicated median premiums to
the target's closing price five days prior to the announcement as set forth in  
the following table:                                                            

     =====================================================================

  All Transactions                                             33.3%
     ---------------------------------------------------------------------
  Domestic (U.S. Targets Only) Transactions                    33.3%
  International (International Targets Only) Transactions      32.3%
     =====================================================================

 Wharton reduced the control premium applicable to the Auctentia
subsidiaries from the median of approximately 33% to 25% to reflect the fact    
that the Auctentia subsidiaries are not publicly held and suffer from a level of
illiquidity that the target companies that were the source of the control       
premium analysis do not suffer. The application of a control premium of 25% to  
the implied range of values derived from the guideline company analysis resulted
in an implied valuation range of $0.79 to $5.81 per share, based on 3,729,226   
Purchase Shares issued. This range of values also overlaps the previously       
determined total value of the Purchaser Shares received by Auctentia and serves 
to further confirm the reasonableness of the share purchase transaction value.  

 Wharton is to receive a fee of $35,000 for the fairness opinion
rendered to the board of directors. In its engagement letter dated August 1,    
2002, GMAI also agreed to reimburse Wharton for its out of pocket expenses and  
to indemnify and hold harmless Wharton and stockholders, directors, employees or
contractors acting on behalf of Wharton for certain losses, claims, damages,    
expenses and liabilities relating to or arising out of services provided by     
Wharton as financial advisor to GMAI. The terms of the fee arrangement with     
Wharton, which GMAI and Wharton believe are customary in transactions of this   
nature, were negotiated at arm's length between GMAI and Wharton, and the GMAI  
board of directors was aware of such fee arrangements. The payment of such fee  
was not contingent on any particular outcome.                                   

 INTEREST OF CERTAIN DIRECTORS IN THE TRANSACTIONS

         On February 3, 2003, executive officers and directors of GMAI and their
affiliates owned, in the aggregate, approximately 60% of the outstanding common 
stock of GMAI, including 43% of the outstanding common stock owned by Aucatentia
and its affiliates. Messrs. de Figueirdo and Perez, directors of GMAI, are      
affiliates of Auctentia. Auctentia and certain of the executive officers and    
directors of GMAI have agreed, subject to certain                               

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conditions, to vote in the manner recommended by the board of directors with    
respect to the share issuances, and, accordingly, approval by the stockholders  
of the share issuances is assured.                                              

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       During the the 2001 fiscal year, GMAI entered into two stock purchase
agreements with Auctentia. Under the first agreement, dated as of May 16, 2001, 
the Company issued to Auctentia 1,000,000 shares of the GMAI's common stock, for
an aggregate purchase price of $2 million, which represented the closing price  
of the Company's common stock on May 16, 2001. Under the second agreement, dated
as of May 23, 2001, the Company agreed to issue an additional 1,000,000 shares  
of the Company' common stock for an aggregate purchase of $2 million, in five   
installments, all of which were issued and paid for.                            

Esteban Perez, a director of GMAI, is Chairman of the Board of
Directors and Chief Executive Officer of Auctentia. Albertino de Figueiredo,    
also a director of GMAI, is Chairman of the Board of Afinsa and owns [50%] of   
the outstanding shares of common stock of Afinsa.                               

AMENDMENT TO THE 1997 PLAN

General                                                                         

     In 1997, GMAI's, board of directors adopted and GMAI's shareholders
approved the 1997 Stock Incentive Plan, as amended (the "1997 plan"). Under the 
1997 plan, the board has made grants of options as a means of providing         
incentives to officers, employees and consultants, enabling them to realize     
compensation based on increases in shareholder value. Grants have been made to  
persons who have been, and are expected to continue to be, important in helping 
GMAI achieve and continue its growth. Awards under the 1997 plan may be made in 
the form of (1) incentive stock options, (2) non-qualified stock options, (3)   
stock appreciation rights, (4) restricted stock, (5) restricted stock units, (6)
dividend equivalent rights and (7) other stock-based awards. Awards may be made 
to such directors, officers and other employees of GMAI and its subsidiaries    
(including employees who are directors and prospective employees who become     
employees), and to such consultants to GMAI and its subsidiaries, as the board  
committee in its discretion selects. As a result of subsequent amendments       
adopted by GMAI's board of directors and approved by GMAI's shareholders, the   
aggregate number authorized to be issued under the plan is currently 3,500,000  
in the aggregate.                                                               

Amendment to Increase the Number of Shares Available for Issuance by 1,500,000  
to an Aggregate of 5,000,000                                                    

         We believe that in light of GMAI's continuing expansion, including with
respect to the transactions described in this proxy statement, and its need to  
continue to attract and retain talented employees, GMAI will in the next few    
years need to grant options to purchase a greater number of shares than the     
3,500,000 currently authorized under the 1997 plan. GMAI's failure to make      
available such grants when necessary would, in the board's judgment, harm GMAI's
future growth and profitability. Accordingly, the board of directors has        
approved, subject to shareholder approval, the following amendment to the first 
sentence of Section 1.5.1 of the 1997 plan, which would increase the number of  
shares available for issuance under the 1997 plan by 1,500,000, to an aggregate 
of 5,000,000:                                                                   

       "1.5.1 The total number of shares of common stock of the Company, par
         value $.01 per share ("Common Stock") which may be issued in connection
    with awards granted under the Plan shall, together with any shares
 issued in connection with awards granted under the Greg Manning
      Auctions, Inc. 1993 Stock Option Plan, as amended (the "1993 Plan"),
not exceed 5,000,000."                                        

Vote Required for Amendment to the 1997 Plan                                    

 The approval of the amendment to the 1997 plan will require the
affirmative vote of the holders of a majority of the outstanding shares of our  
common stock entitled to vote at the special meeting.                           

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth certain information known to GMAI with
respect to the beneficial ownership of GMAI common stock as of February 12,     
2003, by (1) all persons who are beneficial owners of 5% or more of GMAI common 
stock, (2) each director and nominee, (3) the Named Officers in the Summary     
Compensation Table above, and (4) all directors and executive officers as a     
group.                                                                          

       The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative of    
beneficial ownership for any other purpose. Under those rules, beneficial       
ownership includes any shares as to which the individual has sole or shared     
voting power or investment power and also any shares which the individual has   
the right to acquire within 60 days of December 16, 2003, through the exercise  
or conversion of any stock option, convertible security, warrant or other right.
Including those shares in the tables does not, however, constitute an admission 
that the named shareholder is a direct or indirect beneficial owner of those    
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person's 
spouse) with respect to all shares of capital stock listed as owned by that     
person or entity.                                                               

Security Ownership of Certain Beneficial Owners                                 

--------------------------------------------------------------------------------
         Name and Address of              Amount and Nature         Percent of
            Beneficial Owner            of Beneficial Ownership     Common Stock

Greg Manning (1)                                                                
775 Passaic Avenue                              1,905,000              14.6%    
West Caldwell, New Jersey 07006                                                 

Auctentia, S.L. (2)                             5,453,386              42.9%    
Lagasca 88                                                                      
Madrid, Spain 28001                                                             

The Tailwind Fund, Ltd. (3)                       758,436               6.0%    
Windermere House                                                                
404 East Bay Street                                                             
P.O. Box SS-5539 British Virgin Isles                                           
--------------------------------------------------------------------------------

(1)   Includes options to purchase 305,000 shares granted pursuant to GMAI's    
   stock option plans, which are exercisable within 60 days of February 5,
2003.                                                               

(2)   Auctentia, S.L. is wholly owned by Afinsa Bienes Tangibles S.A. Includes  
   126,833 shares into which the 126,833 warrants held by Auctentia may be
exercised and 15,000 shares into which options granted to Mr. de    
Figueiredo may be exercised. Based on information contained in the  
      Amendment to Schedule 13D filed by Afinsa with the Securities and Exchange
Commission, dated June 20, 2002, and information contained in GMAI's
records.                                                            

(3)   Based on information contained in Schedule 13G filed with the Securities  
and Exchange Commission dated as of June 30, 2001.                  

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Security Ownership of Certain Beneficial Owners and Management                  

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------
              Name and Address of               Amount and Nature of          Percent of    
                Beneficial Owner              Beneficial Ownership (1)     Common Stock (2) 

--------------------------------------------------------------------------------------------
                                                                                            
Greg Manning (3)                                                                            
775 Passaic Avenue                                  1,905,000                   14.6 %      
West Caldwell, New Jersey  07006                                                            
--------------------------------------------------------------------------------------------
Albertino de Figueiredo (4)                         5,453,386                   42.9 %      
Lagasca 88                                                                                  
Madrid, Spain 28001                                                                         
--------------------------------------------------------------------------------------------
Gregory N. Roberts (5)                                868,026                   6.7 %       
775 Passaic Avenue                                                                          
West Caldwell, New Jersey  07006                                                            
--------------------------------------------------------------------------------------------
Scott S. Rosenblum (6)                                 44,000                     *         
919 Third Avenue                                                                            
New York, New York 10022                                                                    
--------------------------------------------------------------------------------------------
Anthony Bongiovanni (7)                                40,000                     *         
104 Broadway                                                                                
Denville, New Jersey 07866                                                                  
--------------------------------------------------------------------------------------------
Larry Crawford (11)                                    37,500                     *         
775 Passaic Avenue                                                                          
West Caldwell,New Jersey  07006                                                             
--------------------------------------------------------------------------------------------
Carol Meltzer (8)                                      16,250                     *         
775 Passaic Avenue                                                                          
West Caldwell, New Jersey 07006                                                             
--------------------------------------------------------------------------------------------
James Reiman (9)                                       36,500                     *         
775 Passaic Avenue                                                                          
West Caldwell, New Jersey  07006                                                            
--------------------------------------------------------------------------------------------
Mark B. Segall (12)                                    12,500                     *         
Investec Ernst & Company                                                                    
New York, New York  10004                                                                   
--------------------------------------------------------------------------------------------
Esteban Perez (10)                                      2,500                     *         
Joaquin Maria Lopez                                                                         
8 bis - 28015 Madrid, Spain                                                                 
--------------------------------------------------------------------------------------------
James M. Davin (13)                                    17,500                     *         
630 Fifth Avenue                                                                            
Suite 1965                                                                                  
New York, New York  10111                                                                   
--------------------------------------------------------------------------------------------
All Executive Officers and Directors, as a group    8,433,162                   62.2%       
--------------------------------------------------------------------------------------------

*  Less than 1%                                                                 

   (1)   Except as otherwise indicated below, each named person has voting
          and investment power with respect to the securities owned by them.

  (2)   Based on 12,703,304 shares outstanding, calculated in accordance
with Rule 13d-3(d)(1)(I) under the Exchange Act.        

   (3)   Includes 1,600,000 shares of common stock and options exercisable
        within 60 days of February 5, 2003 to purchase 305,000 shares of
  common stock (but does not include options not exercisable

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         within 60 days of February 5, 2003, to purchase 205,000 shares of
  common stock) granted pursuant to the 1993 and 1997 Plans.

     (4)   Includes 5,435,886 shares owned by Auctentia, which is wholly owned
          by Afinsa. Mr. De Figueiredo owns 50% of the outstanding shares of
           common stock of Afinsa. Also includes options exercisable within 60
            days of February 5, 2003, to purchase 17,500 shares of common stock.
            Does not include 126,833 shares into which the 126,833 warrants held
by Auctentia may be exercised.                          

 (5)   Includes 530,526 shares of common stock and options exercisable
        within 60 days of February 5, 2003 to purchase 337,500 shares of
            common stock (but does not include options not exercisable within 60
            days of February 5, 2003 to purchase 337,500 shares of common stock)
granted pursuant to the 1993 and 1997 Plans.            

      (6)   Includes 4,000 shares of common stock and options exercisable within
        60 days of February 5, 2003, to purchase 40,000 shares of common
          stock (but does not include options not exercisable within 60 days
      of February 5, 2003 to purchase 25,000 shares of common stock)
granted pursuant to the 1993 and 1997 Plans.            

     (7)   Includes options exercisable within 60 days of February 5, 2003, to
            purchase 40,000 shares of common stock (but does not include options
      not exercisable within 60 days of February 5, 2003 to purchase
            25,000 shares of common stock) granted pursuant to the 1993 and 1997
Plans.                                                  

     (8)   Includes options exercisable within 60 days of February 5, 2003, to
            purchase 16,250 shares of common stock (but does not include options
       not exercisable within 60 days of October 24, 2002, to purchase
         13,750 shares of common stock) granted pursuant to the 1997 Plan.

(9)   Includes 10,500 shares of common stock owned by members of Mr.
           Reiman's immediate family and options exercisable within 60 days of
        February 5, 2003, to purchase 26,000 shares of common stock (but
           does not include options not exercisable within 60 days of February
            5, 2003, to purchase 16,000 shares of common stock) granted pursuant
to the 1997 Plan.                                       

     (10)  Includes options exercisable within 60 days of February 5, 2003, to
          purchase 2,500 shares of common stock but does not include options
       not exercisable within 60 days of February 5, 2003, to purchase
         7,500 shares of common stock granted to Mr. Perez pursuant to the
     1997 Plan. Mr. Perez is Chairman of the Board of Directors of
            Auctentia. Auctentia is wholly owned by Afinsa. The shares of common
         stock beneficially owned by Auctentia are included in the figures
set forth for Mr. de Figueiredo, above.                 

     (11)  Includes options exercisable within 60 days of February 5, 2003, to
            purchase 37,500 shares of common stock (but does not include options
       not exercisable within 60 days of February 5, 2003, to purchase
         87,500 shares of common stock) granted pursuant to the 1997 Plan.

     (12)  Includes options exercisable within 60 days of February 5, 2003, to
            purchase 12,500 shares of common stock (but does not include options
       not exercisable within 60 days of February 5, 2003, to purchase
         12,500 shares of common stock) granted pursuant to the 1997 Plan.

     (13)  Includes options exercisable within 60 days of February 5, 2003, to
            purchase 17,500 shares of common stock (but does not include options
       not exercisable within 60 days of February 5, 2003, to purchase
         17,500 shares of common stock) granted pursuant to the 1997 Plan.

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EXECUTIVE COMPENSATION

Summary Compensation Table                                                      

          The following table sets forth, for the last three fiscal years, the
compensation earned for services rendered in all capacities by GMAI's chief     
executive officer and the other four highest-paid executive officers serving as 
such at the end of whose compensation for that fiscal year was in excess of     
$100,000, as well as the compensation earned by any executive officer who would 
otherwise have been included in this table on the basis of salary and bonus in  
fiscal year 2002 but who resigned or terminated employment during that year. The
individuals named in the table will be hereinafter referred to as the "Named    
Officers." No other executive officer of GMAI received compensation in excess of
$100,000 during fiscal year 2002.                                               

                                                        [Enlarge/Download Table]


                                                     Annual Compensation                  
                                    ------------------------------------------------------
                                                                              Other Annual
Name and Principal Position         Year         Salary           Bonus       Compensation
---------------------------         ----         ------           -----       ------------

                                                                                          
Greg Manning (1)                    2002           332,500        50,000       58,719 (2) 
Chairman of the Board, Chief        2001           332,500        50,000      215,313 (2) 
Executive Officer and President     2000           225,347          None       94,922 (2) 

Thomas A. Davanzo                   2002           160,000         5,000              (3) 
Chief Operating Officer (5)         2001           141,154          None              (3) 
                                    2000            38,462          None              (3) 

Gregory N. Roberts (1)              2002           300,000        50,000              (3) 
President, Spectrum                 2001           285,000          None              (3) 
Numismatics, Inc.                   2000           199,268        46,125              (3) 

Larry Crawford (1)                  2002           150,000          None              (3) 
Executive Vice President and Chief  2001            23,077          None              (3) 
Financial Officer                   2000               N/A           N/A              N/A 

Carol Meltzer                       2002           106,310          None              (3) 
                                    2001             6,030          None              (3) 
General Counsel                     2000            17,600          None              (3) 

(1)   See "Employment Agreements and Insurance," below.                         

(2)   Represents (1) a non-accountable expense allowance equal to $25,000, (2)  
  the value of the use of certain automobiles, and (3) amounts earned as
  guarantee fees (see "Certain Relationships and Related Transactions");
      such amount aggregated $188,813 in fiscal 2001 and $32,219 in fiscal 2002.

(3)   GMAI has concluded that the aggregate amount of perquisites and other     
   personal benefits, if any, paid did not exceed the lesser of 10% of the
  Named Officer's total annual salary and bonus for this fiscal year and
$50,000; so that amount is not included in the table.               

(4)   These options were cancelled effective July 31, 2002 pursuant to the      
Company's exchange offer. The Company issued the same number of new 
    options on February 4, 2003 at $2.00 per share, the fair market value on
   the date of grant and vest 50% immediately and 25% on each of the first
and second anniversaries of the date of grant.                      

(5)   (5) Mr. Davanzo resigned as Chief Operating Officer in December 2001 and  
from all positions with the company in August 2002.                 

GMAI has no long-term incentive plan.                     

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Option Grants Table for Fiscal 2002                                             

      The following table contains information concerning the grant of
stock options under the 1997 Stock Incentive Plan to the Named Officers during  
the fiscal year. No stock appreciation rights were granted during the year.     

                                                        [Enlarge/Download Table]


                                                         Individual Grants                                        
                           ---------------------------------------------------------------------------------------
                           Number of Securities          % of Underlying                                          
                            Underlying Options/        Options/SARs Granted to     Exercise Price     Expiration  
Name                           SARs Granted (#)        Employees in Fiscal Year       ($/Share)          Date     
                           --------------------        ------------------------    --------------     ----------  

                                                                                                                  
Greg Manning (1)(3)               10,000                       1.5%                    1.75            1/24/12    
Gregory N. Roberts (1)(3)         10,000                       1.5%                    1.75            1/24/12    
                                 500,000                       73.0%                   2.00            6/17/12    
Thomas Davanzo (1) (2)            10,000                       1.5%                    1.75            1/24/12    
Larry Crawford (1)                10,000                       1.5%                    1.75            1/24/12    
Carol Meltzer (1)                  5,000                        .8%                    1.75            1/24/12    

(1)        All options are subject to a four-year vesting period, in            
substantially equal installments.                         

(2)        Mr. Davanzo resigned as Chief Operating Officer in December 2001 and 
         from all positions with the company in August 2002. Pursuant to the
      stock option agreement, all outstanding held by Mr. Davanzo have
terminated.                                               

(3)        These options were cancelled effective July 31, 2002 pursuant to the 
         Company's exchange offer. The Company issued the same number of new
         options at $2.00, which was the fair market value on the grant date
          of February 4, 2003; these options vested 50% immediately and 25% on
      each of the first and second anniversaries of the date of grant.

Aggregated Option Exercise in Last Fiscal Year and Fiscal Year-End Option Values

          The following table sets forth information regarding the exercise of
stock options during the last fiscal year by the Named Officers in the Summary  
Compensation Table above and the fiscal year-end value of unexercised options.  

                                                                [Download Table]


                                                    Number of     
                                                    Securities    
                                                    Underlying    
                                                   Unexercised    
                                               Options at June 30,
                       Shares                          2002       
                    Acquired on    Value           Exercisable/   
         Name        Exercised   Realized (1)    Unexercisable (#)
         ----        ---------   ------------    -----------------

                                                                  
Greg Manning            None        N/A         231,250/53,750 (2)
Gregory N. Roberts      None        N/A         82,500/592,500 (2)
Thomas Davanzo          None        N/A           22,500/57,500   
Larry Crawford          None        N/A           10,000/40,000   
Carol Meltzer           None        N/A            5,000/5,000    

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(1)   Represents the aggregate market value of the shares converted by the      
     options on the date of exercise less the aggregate exercise price paid by
the executive.                                                      

     Assumes a fair market value for GMAI's common stock of $1.45, the closing
  market price per share of GMAI's common stock as reported by NASDAQ on
June 30, 2002.                                                      

(2)   Certain of these options were cancelled effective July 31, 2002 pursuant  
      to the Company's exchange offer. The Company issued the same number of new
    options on February 4, 2003 at an exercise price of $2.00, which was the
   fair market value on the grant date. These options vest 50% immediately
and 25% on each of the first and second anniversaries of the date of
grant.                                                              

Compensation of Directors                                                       

      GMAI currently reimburses each director for expenses incurred in
connection with this attendance at each meeting of the board of directors or a  
committee on which he serves.                                                   

Employment Agreements and Insurance                                             

     GMAI is a party to an employment agreement with Mr. Manning, as
amended, which provides for his services as President and Chief Executive       
Officer. Under the most recent amendment, which is effective July 1, 2002 and   
terminates on June 30, 2005, Mr. Manning is entitled to receive an annual salary
of $400,000 beginning July 1, 2002, $450,000 beginning July 1, 2003 and $500,000
beginning July 1, 2004, plus an annual cash bonus equal to 10% of the company's 
pre-tax income (as defined) between $500,000 and $7,500,000.                    

        On February 4, 2003, Mr. Manning was granted an additional 225,000
stock options, exercisable at $2.00 per share and vesting 50% on the date of    
grant and 25% on each of the first and second anniversaries of the date of      
grant.                                                                          

        GMAI has entered into an employment agreement with Mr. Crawford to
serve as Chief Financial Officer, effective April 23, 2001. The agreement       
provides for a salary of $150,000 per annum, plus a quarterly bonus of $12,500  
in the event GMAI's pre-tax income (as defined) equals or exceeds $50,000. In   
October 2002, the company entered into an amendment to the employment agreement 
with Mr. Crawford, which extended the term through June 30, 2006. Mr. Crawford's
base salary will increase to $160,000 salary on May 1, 2003; to $175,000 on May 
1, 2004; and to $190,000 on May 1, 2005. Mr. Crawford was also granted an       
additional 75,000 stock options on October 23, 2002 at an exercise price of     
$1.35 per share, the fair market value on the date of grant. These options vest 
33 1/3 % on the date of grant and 33 1/3% on each of the first and second       
anniversaries of the date of grant.                                             

        Mr. Roberts has entered into an employment agreement providing for
his services as President of Spectrum, which originally terminated on February  
18, 2005. The agreement provides for a salary of $300,000 per annum, increasing 
to $400,000 per annum effective February 18, 2004. In June 2002, the Company    
entered into an amendment to the employment agreement with Mr. Roberts. Under   
the terms of the amendment, the employment term has been extended for an        
additional three years, to February 18, 2008; Mr. Roberts is entitled to receive
a salary of $500,000 for the sixth year, $550,000 for the seventh year, and     
$600,000 for the eighth year; and Mr. Roberts was granted an additional 500,000 
stock options, which were exercisable at $2.00 per share and vested over four   
years. (These options were cancelled pursuant to the Company's exchange offer.  
See footnote 3 to the "Option Grants Table for Fiscal 2002", above.) Mr. Roberts
also received a loan in the amount of $600,000 the repayment of which can be    
forgiven under certain circumstances.                                           

  Each of Messrs. Manning, Crawford and Roberts is eligible to
participate in any employee benefit plan and fringe benefit programs, if any, as
GMAI may from time to time provide to its senior employees generally. Each of   

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such individuals is also entitled to certain other benefits, including those    
payable in the event of termination of employment under certain circumstances.  

           GMAI currently maintains term life insurance policies on the lives of
certain key employees, including Mr. Manning and Mr. Roberts. These policies    
allow for coverage of up to $7,000,000, with the benefits payable to GMAI.      

       GMAI offers basic health, major medical and life insurance to its
employees. GMAI maintains an employee savings plan under Section 401(k) of the  
Internal Revenue Code. Employees are eligible to participate in the plan after  
six months of service and become fully vested after five years of service.      
Employee contributions are discretionary to a maximum of 15% of compensation.   
For the fiscal year ended June 30, 2002, GMAI contributed an amount equal to 10%
of all eligible contributions by employees, up to a maximum annual contribution 
of $500 per participating employee.                                             

       GMAI has adopted no other retirement, pension or similar program.

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 STOCKHOLDER PROPOSALS

       Stockholder proposals intended to be considered as of the next annual
meeting of stockholders must be received by GMAI, addressed to the attention of 
GMAI's corporate secretary, at its offices at 775 Passaic Avenue, West Caldwell,
New Jersey 07006, no later than March __, 2003, in order to be included in      
GMAI's proxy statement relating to that meeting.                                

 MATERIAL UNITED STATES' FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS
TO GMAI AND ITS STOCKHOLDERS

 Neither GMAI nor its stockholders (other than Auctentia and its
affiliates' whose treatment is not addressed in this section) should recognize  
gain or loss for United States federal income tax purposes on the issuance of   
GMAI shares and the acquisition of the Auctentia subsidiaries pursuant to the   
transactions.                                                                   

   This conclusion is based on the Internal Revenue Code of 1986, as
amended, Treasury regulations thereunder, existing rulings and pronouncements   
and judicial decisions as of the date hereof, all of which are subject to       
change, possibly with retroactive effect. The foregoing may not be applicable to
certain types of stockholders and may vary upon the stockholder's particular    
situation.                                                                      

       The United States federal income tax consequences set forth above are
included for general information only and do not cover the effects of any state,
local or non-U.S. tax laws. No ruling or opinion of counsel has been sought with
respect to these conclusions. GMAI stockholders are urged to consult their tax  
advisors with respect to the specific tax consequences of the transactions to   
them, including the application and effect of the alternative minimum tax and   
state, local and foreign tax laws and changes in any tax laws.                  

 WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports, statements or other information
filed by us at the SEC's public reference room at 450 Fifth Street, N.W.,       
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further       
information on the public reference room. Our SEC filings are also available to 
the public from commercial document retrieval services and the world wide web   
site maintained by the SEC at "http://www.sec.gov."                             

Auctentia has supplied all information contained in this proxy
statement relating to Auctentia or its affiliates.                              

OTHER BUSINESS

        The board of directors of GMAI knows of no other business that will be
presented for consideration at the special meeting. If other matters are        
properly brought before the meeting, however, it is the intention of the persons
named in the accompanying proxy to vote the shares represented thereby on the   
matters in accordance with their best judgment.                                 

       The attached proxy card grants discretionary authority to the proxies
named therein to vote on any matter raised by a stockholder at the special      
meeting.                                                                        

THE BOARD OF DIRECTORS                                        

Dated:  February __, 2003                                                       

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PROXY CARD
 GREG MANNING AUCTIONS, INC.
 SPECIAL meeting of STOCKholders

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

     The undersigned stockholder of Greg Manning Auctions, Inc. ("GMAI")
hereby revokes all previous proxies, acknowledges receipt of the notice of      
special meeting of stockholders and the related proxy statement, and appoints   
Greg Manning and Larry Crawford, and each of them, as proxies of the            
undersigned, with full power of substitution to vote all shares of GMAI's common
stock that the undersigned is entitled to vote at the special meeting of        
stockholders to be held at the Radisson Hotel & Suites, 690 Route 46 East,      
Fairfield, New Jersey 07004, on Tuesday, March 18, 2003, at 10:00 AM Eastern    
Standard Time and at any adjournments thereof. The shares represented by the    
proxy may only be voted in the manner specified below.                          

1. To approve the issuance of 3,729,226 shares of GMAI common stock to          
Auctentia, S.L., a Spanish limited liability company ("Auctentia"), to complete 
the acquisition of certain operating subsidiaries of Auctentia pursuant to the  
share purchase agreement dated January 23, 2003 by and between GMAI and         
Auctentia;                                                                      

          FOR |_|                   AGAINST |_|                ABSTAIN |_|

2. To approve the issuance of 6,444,318 shares of GMAI common stock to Auctentia
to complete the acquisition of a subsidiary of Auctentia whose sole assets      
consist of an inventory of certain philatelic and art assets pursuant to the    
inventory purchase agreement dated January 23, 2003 by and between GMAI and     
Auctentia; and                                                                  

          FOR |_|                   AGAINST |_|                ABSTAIN |_|

3. To approve the issuance of 2,826,456 shares of GMAI common stock to Auctentia
in exchange for $5,000,000 pursuant to the subscription agreement dated January 
23, 2003 by and between GMAI and Auctentia.                                     

      FOR |_|                   AGAINST |_|                ABSTAIN

4. To approve an amendment to GMAI's 1997 plan to increase from 3,500,000 to    
5,000,000 the total number of shares that GMAI may issue under the 1997 plan.   

          FOR |_|                   AGAINST |_|                ABSTAIN |_|

       The Board of Directors recommends you vote "FOR" the above proposals.

        This proxy when properly executed will be voted in the manner directed
above. In the absence of direction for the above proposal, this proxy will be   
voted "FOR" that proposal.                                                      

(Continued on the other side.)

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 PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

        Please print the shareholder name exactly as it appears on this proxy.
If the shares are registered in more than one name, the signature of each person
in whose name the shares are registered is required. A corporation should sign  
in its full corporate name, with a duly authorized officer signing on behalf of 
the corporation and stating his or her title. Trustees, guardians, executors,   
and administrators should sign in their official capacity, giving their full    
title as such. A partnership should sign in its partnership name, with an       
authorized person signing on behalf of the partnership.                         

                                   Dated: ____________, 2003

                                             -----------------------------------
                      (Print Name)

                                             -----------------------------------
                                (Authorized Signature)

I plan to attend the special meeting in person:                       

|_|   Yes           

|_|   No            

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Appendix A

Share Purchase Agreement

A-1 

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SHARE PURCHASE AGREEMENT

by and between

 AUCTENTIA, S.L.

("Seller")

 and

 GREG MANNING AUCTIONS, INC.

 ("Purchaser")

 -----------------------

Dated January 23, 2003

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SHARE PURCHASE AGREEMENT

   This SHARE Purchase Agreement (this "Agreement") is made as of the 23rd
day of January, 2003, by and between AUCTENTIA, S.L., a Spanish limited         
liability company ("Seller") and GREG MANNING AUCTIONS, INC., a Delaware        
corporation ("Purchaser").                                                      

RECITALS

     WHEREAS, Seller, as of the date hereof, owns the percentage of the issued
and outstanding shares of capital stock or other ownership or equity interests  
(collectively, the "Sale Shares") of each of the companies listed on Schedule A 
(each a "Company" and collectively, the "Companies") as set forth on Schedule A;

WHEREAS, the Companies are variously engaged in the businesses of   
providing intermediation for high level collectors, with auctions and sales in  
primarily philatelic assets (the "Businesses");                                 

     WHEREAS, Purchaser desires to acquire the Sale Shares, and Seller desires
to sell the Sale Shares, on the terms and conditions hereinafter contained;     

 WHEREAS, Seller and Purchaser desire to make certain representations,
warranties and agreements in connection with, and establish various conditions  
precedent to, the sale and purchase of the Sale Shares and the transactions     
contemplated hereby; and                                                        

NOW, THEREFORE, in consideration of the foregoing premises and the  
respective representations, warranties, covenants and agreements herein         
contained, and intending to be legally bound hereby, the parties hereby agree as
follows:                                                                        

ARTICLE I 
DEFINITIONS 

    1.1   Definitions. Unless otherwise provided herein, the following terms
used in this Agreement shall have the meanings set forth below:                 

     "Accredited Investor" shall have the meaning set forth in Section 3.8(a).

 "Affiliate" shall mean, with respect to a specified Person, any other
Person that directly or indirectly, through one or more intermediaries,         
controls, is controlled by or is under common control with, such specified      
Person. For purposes of this definition, "control," when used with respect to   
any Person, means the power to direct the management and policies of such       
Person, directly or indirectly, whether through the ownership of voting         
securities, by contract or otherwise and the terms "affiliated," "controlling"  
and "controlled" shall have meanings correlative to the foregoing.              

"Agreement" shall mean this Agreement, including the Schedules and  
Exhibits hereto, as the same may be amended from time to time.                  

"Businesses" shall have the meaning set forth in the Recitals.      

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     "Business Day" means any day (except a Saturday or Sunday) on which banks
are generally open for business in New York City, United States of America and  
in Madrid, Spain.                                                               

"Closing" shall have the meaning set forth in Section 10.1.         

"Closing Date" shall have the meaning set forth in Section 10.1.    

      "Company" or "Companies" shall have the meaning set forth in the Recitals.

     "Company Employee Plan" shall have the meaning set forth in Section 5.21.

  "Company Information" shall have the meaning set forth in Section 6.5.

  "Confidential Information" shall have the meaning set forth in Section
8.2(b).                                                                         

     "Constituent Documents" shall mean, with respect to a Person, its primary
formation and organizational documents.                                         

"Contracts" shall mean, with respect to any Person, all material    
agreements, contracts or understandings, oral or written, to which, as of the   
date hereof or the Closing (as applicable), such Person is a party or by which  
such Person or its assets are bound.                                            

"Damages" shall have the meaning set forth in Section 9.2.          

"Employee" shall have the meaning set forth in Section 5.21.        

"Encumbrances" shall mean any mortgages, liens, pledges, security   
interests, leases, options or rights of third persons to acquire or lease,      
charges, adverse interests, judgments, claims, encumbrances, restrictions or    
defects of any nature whatsoever.                                               

 "Environmental Law" shall have the meaning set forth in Section 4.20.

  "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC promulgated          
thereunder.                                                                     

   "Financial Statements" shall have the meaning set forth in Section 4.5.

"GAAP" shall mean U.S. generally accepted accounting principles,    
consistently applied, except that with respect to any Person whose financial    
statements are not prepared in accordance with U.S. generally accepted          
accounting principles, GAAP shall mean the generally accepted accounting        
principles of the Person's relevant jurisdiction, consistently applied.         

"Governmental Authority" shall mean any public body, governmental,  
administrative or regulatory authority, agency, instrumentality or commission,  
including courts of competent jurisdiction and arbitral tribunals, whether in   
the United States of America, Spain or the jurisdictions of organization and/or 
operation of the Companies or Purchaser (and its Subsidiaries), internationally 
or locally.                                                                     

"Inventories" shall have the meaning set forth in Section 4.15.     

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"Indemnified Party" shall have the meaning set forth in Section 9.4.

 "Indemnifying Party" shall have the meaning set forth in Section 9.4.

"Intellectual Property" shall mean all intellectual property rights 
including without limitation: (i) all trademarks, service marks, trade names,   
business names, Internet domain names, slogans, and the goodwill associated     
therewith, and all registrations or applications therefor; (ii) all patents,    
patent applications and inventions and discoveries that may be patentable; (iii)
all copyrights in both published works and unpublished works, including training
manuals, marketing and promotional materials, internal reports, business plans  
and any other expressions; and (iv) all trade secrets, know-how, confidential   
information, customer lists, proprietary information, technologies, display     
screens, data and plans, whether tangible or intangible and whether or how      
stored, owned, used or licensed.                                                

     "Laws" shall mean any statutes, ordinances, rules, regulations, orders or
other laws of any Governmental Authority.                                       

     "Liability" shall mean any liability, debt or obligation of whatever kind
or nature, whether primary or secondary, whether direct or indirect, whether    
known or unknown, whether asserted or unasserted, whether fixed, absolute or    
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,   
and whether due or to become due and including without limitation any unasserted
claims and any contractual obligations, whether or not reflected on the         
Financial Statements or on the Purchaser Financials, as the case may be.        

"Material Adverse Effect" shall mean the occurrence of any facts or 
circumstances that has or is reasonably expected to result in a material adverse
effect on (i) the business, operations, assets, condition (financial or         
otherwise), liabilities, results of operations or prospects (excluding the      
effects of the transactions contemplated hereby) of Purchaser or any of its     
Subsidiaries or of the Companies, taken as a whole, as the case may be, or (ii) 
the consummation of the transactions provided for in this Agreement.            

"Nasdaq" shall have the meaning set forth in Section 5.7.           

   "Party" or "Parties" shall mean any party or parties to this Agreement.

   "Permits" shall mean, with respect to a specified Person, all licenses,
franchises, permits or other similar authorizations affecting or relating to the
operation of such Person's business and operations.                             

      "Permitted Encumbrances" shall have the meaning set forth in Section 4.14.

   "Person" shall mean an individual, partnership, venture, unincorporated
association, organization, syndicate, corporation, limited liability company or 
other entity, trust and trustee, executor, administrator or other legal or      
personal representative or any Governmental Authority.                          

"Providing Party" shall have the meaning set forth in Section 8.3.  

"Proxy Statement" shall have the meaning set forth in Section 4.27. 

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"Purchaser" shall have the meaning set forth in the Preamble.       

 "Purchaser Balance Sheet" shall have the meaning set forth in Section
5.8(b).                                                                         

     "Purchaser Common Stock" shall mean the common stock, par value $0.01, of
Purchaser.                                                                      

"Purchaser's Disclosure Schedule" shall mean that certain written   
disclosure schedule delivered on the date hereof by Purchaser to Seller with    
respect to this Agreement.                                                      

      "Purchaser Financials" shall have the meaning set forth in Section 5.8(b).

"Purchaser Indemnified Parties" shall have the meaning set forth in 
Section 9.2.                                                                    

"Purchaser SEC Reports" shall have the meaning set forth in Section 
5.8(a).                                                                         

"Purchaser Shares" shall have the meaning set forth in Section 2.2. 

"Registration Rights Agreement" shall mean the Registration Rights  
Agreement between Seller and Purchaser dated as of the Closing Date and         
otherwise substantially in the form of the Registration Rights Agreement        
attached hereto as Exhibit A.                                                   

"Requesting Party" shall have the meaning set forth in Section 8.3. 

"Sale Shares" shall have the meaning set forth in the Recitals.     

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

    "Securities Act" shall mean the United States Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.       

"Seller" shall have the meaning set forth in the Preamble.          

    "Seller Indemnified Parties" shall have the meaning set forth in Section
9.3.                                                                            

     "Seller's Disclosure Schedule" shall mean that certain written disclosure
schedule delivered on the date hereof by Seller to Purchaser with respect to    
this Agreement                                                                  

"Share Issuance" shall have the meaning set forth in Section 4.27.  

    "Stockholders Meeting" shall have the meaning set forth in Section 4.27.

"Subsidiaries" shall mean, with respect to a specified Person, an   
Affiliate controlled by such Person directly, or indirectly through one or more 
intermediaries.                                                                 

     "Survival Period" shall mean the eighteen (18) month period commencing as
of the Closing Date.                                                            

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      "Tax" or "Taxes" shall mean all taxes, charges, fees, levies, penalties or
other assessments imposed by any U.S. federal, state, local or foreign taxing   
authority, including, but not limited to, income, gross receipts, excise,       
property, ad valorem, sales use (or similar taxes), transfer, franchise,        
payroll, withholding, social security, business license fees or other taxes,    
including any interest, penalties, or additions thereto.                        

ARTICLE II
PURCHASE AND SALE; CONSIDERATION

  2.1   Purchase and Sale. Subject to the terms and conditions set forth
herein, at Closing, Seller shall, and take all such action necessary to, sell,  
assign, transfer, convey and deliver to Purchaser and Purchaser shall purchase, 
receive and accept from Seller all of Seller's right, title and interest in and 
to the Sale Shares of the Companies, free and clear of any Encumbrances (except 
as set forth on Schedule 2.1 to Seller's Disclosure Schedule), for the          
consideration set forth in Section 2.2.                                         

    2.2   Consideration. In consideration of the aforesaid sale, assignment,
transfer, conveyance and delivery of the Sale Shares by Seller to Purchaser, on 
the Closing Date, Purchaser shall issue and deliver to Seller on the Closing    
Date three million seven hundred twenty nine thousand two hundred twenty six    
(3,729,226) shares of Purchaser Common Stock (subject to appropriate adjustment 
for any stock split, dividend or combination of or in Purchaser Common Stock    
after the date of this Agreement and prior to the Closing Date) (the "Purchaser 
Shares").                                                                       

 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
 CONCERNING SELLER

      Seller hereby represents and warrants to Purchaser, as of the date hereof,
as follows:                                                                     

3.1   Ownership. Except as set forth in Schedule 3.1 of Seller's    
Disclosure Schedule, Seller owns, of record and beneficially, and has good,     
valid and marketable title to and the right to transfer all of the Sale Shares, 
free and clear of all Encumbrances. Except as set forth in Schedule 3.1 of      
Seller's Disclosure Schedule, upon consummation of the transactions contemplated
hereby, Purchaser will have acquired all record and beneficial ownership of and 
good, valid and marketable title to and the right to transfer the Sale Shares,  
free and clear of all Encumbrances. Except as set forth in Schedule 3.1 of      
Seller's Disclosure Schedule, Seller is not subject to any agreement, contract, 
voting trust or understanding with regard to the Sale Shares other than this    
Agreement.                                                                      

    3.2   Organization, Good Standing and Qualification. Seller is a limited
liability company, duly organized, validly existing and in good standing (to the
extent the concept of good standing exists in the applicable jurisdiction) and  
qualified to do business under the Laws of Spain, and has all requisite power   
and authority and all Permits to conduct its business as presently conducted and
to own and lease its property and assets. Seller is qualified to do business as 
a limited liability company and is in good standing (to the extent the concept  
of good standing exists in the applicable jurisdiction) in each jurisdiction in 
which the ownership of property or the conduct of its business requires such    
qualification, except where the failure to be so qualified or in good standing  
(to the extent the concept of good standing exists in the applicable            
jurisdiction) would not have a Material Adverse Effect.                         

      3.3   Authorization; Enforcement; Validity. Seller has all requisite power
and authority and capacity to execute and deliver this Agreement and the        
Registration Rights Agreement and to perform its obligations hereunder and      
thereunder. Seller has duly authorized the execution, delivery and performance  
of this Agreement and the Registration Rights Agreement. This Agreement and the 
Registration Rights                                                             

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Agreement have been duly executed and delivered by Seller and constitute legal, 
valid and binding obligations of Seller, enforceable against Seller in          
accordance with their respective terms, except as such enforceability may be    
limited by bankruptcy, insolvency, moratorium or other Laws of general          
applicability affecting the rights of creditors and by general equitable        
principles.                                                                     

   3.4   No Violations or Conflicts. Neither the execution and delivery of
this Agreement or the Registration Rights Agreement by Seller nor the           
consummation by Seller of the transactions contemplated by this Agreement or the
Registration Rights Agreement do or will (a) violate any provision of Seller's  
Constituent Documents, (b) result in a violation or breach of, or constitute a  
default or an event of default under, or result in adverse consequences to      
Seller under any indenture, mortgage, bond or other contract, license,          
agreement, Permit, instrument or other obligation to which Seller is a party or 
by which the Sale Shares are bound, (c) violate any Law, writ, judgment,        
injunction or court decree to which Seller is subject or (d) result in the      
creation or imposition of any Encumbrance on the Sale Shares.                   

3.5   Consents and Approvals. Except as set forth on Schedule 3.5 of
Seller's Disclosure Schedule, no consent, approval or authorization of, or      
declaration, filing or registration with any Governmental Authority or any other
Person is required to be made or obtained by Seller in connection with the      
execution, delivery and performance of this Agreement and the Registration      
Rights Agreement by Seller.                                                     

   3.6   Litigation. There is no civil, criminal or administrative action,
suit, claim, hearing, investigation or proceeding pending or threatened against 
Seller (in relation to the Companies) in any court, by any Governmental         
Authority or before any arbitrator or other tribunal. Seller is not subject to  
any outstanding action, order, writ, judgment, injunction or decree of any court
or Governmental Authority related to the operations of the Companies or the Sale
Shares.                                                                         

  3.7   Brokers and Finders. No broker or finder has acted for Seller in
connection with this Agreement, the Registration Rights Agreement or the        
transactions contemplated hereby and no broker or finder retained by Seller is  
entitled to any brokerage or finder's fee with respect to this Agreement, the   
Registration Rights Agreement or such transactions.                             

3.8   Investment Representations.                                   

           (a)   Seller is an "accredited investor" as such term is defined in
Rule 501(a) promulgated under the Securities Act (an "Accredited Investor");    

           (b)   Seller has such knowledge, skill and experience in financial,
investment and business matters to be capable of evaluating the merits and risks
of an investment in the Purchaser Shares, to make an informed decision relating 
thereto and to protect its own interests in connection with the transactions    
contemplated hereby;                                                            

            (c)   Seller will acquire the Purchaser Shares, for its own account,
for investment purposes only and not with an intent or view towards the further 
sale or distribution thereof within the meaning of the Securities Act in any    
transaction that would violate the registration requirements of the securities  
laws of the United States or of any other jurisdiction;                         

     (d)   Seller is aware that the Purchaser Shares have not been
registered under the Securities Act, and that the Purchaser Shares are deemed to
be "restricted securities" as defined in Rule 144(a)(3) promulgated under the   
Securities Act and may not be transferred, sold, assigned, hypothecated or      
otherwise disposed of unless such transaction is the subject of a registration  
statement filed with and declared effective by the SEC or unless an exemption   
from the registration requirements under the                                    

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Securities Act is available. Seller hereby represents and warrants and hereby   
agrees that all offers and sales of the Purchaser Shares or any portion thereof 
or interest thereon shall be made only pursuant to such registration or to an   
exemption from registration;                                                    

            (e)   Seller understands that the Purchaser Shares are being offered
and sold pursuant to this Agreement in reliance on exemptions from the          
registration requirements of the Securities Act and state securities laws, and  
that Purchaser is relying upon the truth and accuracy of the representations,   
warranties, agreements, acknowledgments and understandings of the Seller set    
forth herein in order to determine the applicability of such exemptions;        

        (f)   In evaluating its investment, Seller has consulted its own
investment, legal and tax advisors;                                             

        (g)   The certificate(s) representing the Purchaser Shares shall
bear a legend in substantially the following form:                              

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER  
THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY STATE SECURITIES LAWS AND MAY   
NOT BE SOLD, TRANSFERRED OR HYPOTHECATED OR OFFERED FOR SALE, TRANSFER OR       
HYPOTHECATION UNLESS A REGISTRATION STATEMENT UNDER THAT ACT AND OTHER          
APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT OR 
SUCH REGISTRATION IS NOT REQUIRED.                                              

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER      
RESTRICTIONS SET FORTH IN SECTION 6.7 OF THAT CERTAIN SHARE PURCHASE AGREEMENT  
DATED JANUARY 23, 2003 BETWEEN GREG MANNING AUCTIONS, INC. AND AUCTENTIA, S.L.";

         (h)   Seller has been furnished with a copy of Purchaser's Annual
Report on Form 10-K for the fiscal year ended June 30, 2002, as filed with the  
SEC and Purchaser's Quarterly Report on Form 10-Q for the quarter ended         
September 30, 2002;                                                             

         (i)   Seller acknowledges that, in making the decision to acquire
the Purchaser Shares, it has relied upon its independent investigation and has  
been given access and the opportunity to examine contracts and documents        
relating to Purchaser and such securities and an opportunity to ask questions   
of, and to receive answers from, Purchaser concerning Purchaser and the terms   
and conditions of such securities. Seller and its advisors have been furnished  
with access to all publicly available materials relating to the business,       
finances and operation of Purchaser which have been requested. Seller and its   
advisors have received answers to all such inquiries. Except as set forth in    
this Agreement and the Registration Rights Agreement, Purchaser has made no     
representation or warranty to such Seller on which such Seller has relied to    
enter into this Agreement and to consummate the transaction contemplated hereby;

       (j)   Seller understands that no United States federal or state
agency has passed on or made or will pass on or make any recommendation or      
endorsement of the Purchaser Shares or any finding or determination concerning  
the fairness or advisability of an investment in such securities; and           

       (k)   Seller's representations and warranties set forth in this
Section 3.8 shall not in any way affect Seller's right to rely on the           
Purchaser's representations and warranties contained in this                    

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Agreement including, without limitation, Purchaser's representations and        
warranties regarding its business and financial condition.                      

    3.9   Representation Disclaimer. Seller shall not be deemed to have made
to Purchaser any representation or warranty in connection with this Agreement   
other than as expressly made by Seller in Articles III and IV hereof. Without   
limiting the generality of the foregoing, Seller makes no representation or     
warranty to Purchaser with respect to:                                          

           (a)   any projections, estimates or budgets regarding the Companies
or their operations; or                                                         

            (b)   except as expressly covered by a representation in Article III
and Article IV hereof, any other information or documents (financial or         
otherwise) made available to Purchaser or its counsel, accountants or advisers  
with respect to the Companies.                                                  

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
CONCERNING THE COMPANIES

      Seller hereby represents and warrants to Purchaser, as of the date hereof,
as follows:                                                                     

            4.1   Organization, Good Standing and Qualification. Schedule 4.1 of
Seller's Disclosure Schedule sets forth a true, correct and complete list of the
Companies and, with respect to each Company, its entity type and jurisdiction of
organization and date of formation. Each Company is a duly organized, validly   
existing entity of the type described in Schedule 4.1 of Seller's Disclosure    
Schedule and is in good standing (to the extent the concept of good standing    
exists in the applicable jurisdiction) under the Laws of its jurisdiction of    
organization and has all requisite power and authority to conduct its business  
as presently conducted and to own and lease its property and assets. Each       
Company is qualified to do business as an entity of the type described in       
Schedule 4.1 of Seller's Disclosure Schedule and is in good standing (to the    
extent the concept of good standing exists in the applicable jurisdiction) in   
each jurisdiction in which the ownership of property or the conduct of its      
business requires such qualification, except where the failure to be so         
qualified or in good standing would not have a Material Adverse Effect. True,   
correct and complete copies of the Constituent Documents of each Company and all
amendments thereto have been delivered to Purchaser. The minutes, records,      
register, stock books and transfer records, as applicable, of each Company,     
except as set forth in Schedule 4.1 of Seller's Disclosure Schedule, have been  
made available to Purchaser and are true, correct and complete in all material  
respects. Except as set forth in Schedule 4.1 of Seller's Disclosure Schedule,  
none of the Companies owns any ownership or other equity interest in any Person 
whatsoever or has any Subsidiaries.                                             

4.2   Capitalization.                                   

                 (a) Schedule 4.2 of Seller's Disclosure Schedule sets forth a
true, correct and complete list of each Company's authorized share capital, the 
par value of the shares of each Company, the number of issued and outstanding   
shares of each class of capital stock or other ownership or equity interests of 
each Company and the owner of such shares or equity interests. Each Company's   
Sale Shares have been duly authorized and are validly issued and outstanding,   
fully paid and non-assessable.                                                  

                 (b) There are no outstanding or authorized options, warrants,
purchase agreements, participation agreements, subscription rights, conversion  
rights, exchange rights or other securities, contracts, arrangements,           
understanding or commitments that could require any Company to issue, sell or   
otherwise cause to become outstanding any of its capital stock or other         
ownership or equity interests, or                                               

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any securities convertible into, exercisable or exchangeable for or carrying a  
right or option to purchase any capital stock or other ownership or equity      
interests or to create, authorize, issue, sell or otherwise cause to become     
outstanding any new class of capital stock. None of the Sale Shares have been   
issued in violation of any rights of any Person or in violation of the          
registration requirements of the Securities Act or any other applicable Law.    

         4.3   No Violations or Conflicts. Except as set forth in Schedule
4.3 of Seller's Disclosure Schedule, neither the execution and delivery of this 
Agreement or the Registration Rights Agreement by Seller nor the consummation by
Seller of the transactions contemplated by this Agreement or the Registration   
Rights Agreement do or will (a) violate any provision of any Company's          
Constituent Documents, (b) result in a violation or breach of, or constitute a  
default or an event of default under, or result in adverse consequences to any  
Company under any indenture, mortgage, bond or other contract, license,         
agreement, Permit, instrument or other obligation to which any Company is a     
party or by which the Sale Shares are bound, (c) violate any Law, writ,         
judgment, injunction or court decree to which any Company is subject or (d)     
result in the creation or imposition of any Encumbrance on the Sale Shares. None
of the Companies is in violation of any term of its respective Constituent      
Documents. None of the Companies is in violation of any term of or in default   
under any material contract, agreement, mortgage, indebtedness, indenture,      
instrument, judgment, decree or order or any statute, rule or regulation        
applicable to any Company, except where such violations and defaults would not  
result in a Material Adverse Effect. The businesses of the Companies are not    
being conducted, and shall not be conducted, in violation of any Law of any     
Governmental Authority, except where such violations would not result in a      
Material Adverse Effect.                                                        

            4.4   Consents and Approvals. Except as set forth in Schedule 4.4 of
Seller's Disclosure Schedule, no consent, approval or authorization of, or      
declaration, filing or registration with, any Governmental Authority or any     
other Person is required to be made or obtained by any Company in connection    
with the execution, delivery and performance of this Agreement or the           
Registration Rights Agreement by Seller.                                        

   4.5   Financial Statements. For purposes of this Agreement,
"Financial Statements" shall mean the audited consolidated balance sheets of the
Companies as of June 30, 2002 and September 30, 2002, and the related           
consolidated income statements for the applicable periods ended on such dates.  
Seller has delivered to Purchaser, true and complete copies of the Financial    
Statements. The Financial Statements (i) have been prepared from the books and  
records of the Companies in accordance with GAAP, (ii) fully reflect all        
Liabilities of each of the Companies required to be reflected therein on such   
basis as at the date thereof, and (iii) fairly present the financial position of
the Companies as of the date of the balance sheet included in the Financial     
Statements and the results of operations for the period indicated.              

         4.6   Absence of Certain Changes. Except as set forth in Schedule
4.6 of Seller's Disclosure Schedule, since September 30, 2002, each Company has 
carried on its business in the ordinary course consistent with past practices,  
and since September 30, 2002 there has not been:                                

                  (a) any change in the financial condition, properties, assets,
liabilities, business, results of operations or prospects of any Company, which 
change by itself or in conjunction with all other such changes, whether or not  
arising in the ordinary course of business, has had or can reasonably be        
expected to have a Material Adverse Effect;                                     

                 (b) any declaration, setting aside or payment of any dividend
on, or other distribution (whether in cash, stock or property) in respect of any
Company's capital stock, or any purchase,                                       

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redemption or other acquisition by such Company of its capital stock or any     
other securities of such Company, or any options, warrants, calls or rights to  
acquire any such shares or other securities;                                    

         (c) any split, combination or reclassification of any
Company's capital stock;                                                        

      (d) any granting by any Company of any increase in
compensation or fringe benefits to any of their officers or employees (except   
for increases in compensation to employees that are not executive officers or   
directors of any such Company, in the ordinary course of business consistent    
with prior practice), or any payment by any Company of any bonus to any of such 
Company's officers or employees (except for payments made to employees in the   
ordinary course of business consistent with prior practice), or any granting by 
any Company of any increase in severance or termination pay or any entry by any 
Company into, or material modification or amendment of, any currently effective 
employment, severance, termination, change-of-control or indemnification        
agreement or any agreement the benefits of which are contingent or the terms of 
which are materially altered upon the occurrence of a transaction involving any 
Company of the nature contemplated hereby;                                      

              (e) any material change or alteration in the policy of any
Company relating to the granting of stock options to its employees, directors   
and consultants;                                                                

         (f) any purchase or sale or other disposition, or any
agreement or other legally binding arrangement for the purchase, sale or other  
disposition, of any of the properties or assets of any Company, other than      
purchases and sales of inventory and equipment in the ordinary course of        
business consistent with past practice;                                         

                  (g) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties, assets or business
of any Company;                                                                 

            (h) any material change by any Company in its accounting
methods, principles or practices, except as required by concurrent changes in   
GAAP (or the applicability thereof);                                            

                 (i) any material contingent liability incurred by any Company
as guarantor or otherwise with respect to the obligations of others or any      
cancellation of any material debt or claim owing to, or waiver of any material  
right of any Company;                                                           

           (j) any material obligation or liability of any nature,
whether accrued, absolute or contingent, incurred by any Company other than     
obligations and liabilities incurred in the ordinary course of business         
consistent with past practice;                                                  

             (k) any payment or discharge of a material Encumbrance or
liability of any Company which was not shown in the Financial Statements or     
which was not incurred in the ordinary course of business thereafter;           

             (l) any revaluation by any Company of any of its material
assets, including, without limitation, writing off notes or accounts receivable 
other than in the ordinary course of business;                                  

                (m) any material contract entered into by any Company, other
than in the ordinary course of business and as provided to any Company, or any  
material amendment or termination of, or default under, any material contract to
which any Company is a party or by which it or any of them is bound;            

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                  (n) any obligation or liability incurred by any Company to any
of its officers, directors or stockholders, or any loans or advances made to any
of its officers, directors, stockholders or affiliates, except normal           
compensation and expense allowances payable to officers;                        

                  (o) any other material transaction entered into by any Company
other than transactions in the ordinary course of business; or                  

            (p) any agreement or understanding whether in writing or
otherwise, for any Company to take any of the actions specified in paragraphs   
(a) through (o) above.                                                          

4.7   Insurance. All insurance policies currently maintained by the 
Companies are accurately listed and summarized in Schedule 4.7 of Seller's      
Disclosure Schedule and shall be in full force and effect at the time of the    
Closing. Such insurance policies are adequate to insure the applicable Company  
against such risks as are customarily insured against by companies in the same  
or similar business with the same or similar size and scope of operations. Such 
insurance policies comply in all respects with the requirements of any leases to
which the applicable Company is a party, including, without limitation, real    
property leases. Except as set forth in Schedule 4.7 of Seller's Disclosure     
Schedule, each such insurance policy is in full force and effect (free from any 
presently exercisable right of termination on the part of the insurance company 
issuing such policy prior to the expiration of the term of such policy) and all 
premiums due and payable in respect thereof have been paid. There are no pending
claims with respect to the Companies or their respective properties or assets   
under any such insurance policy. None of the Companies has received notice of   
cancellation or non-renewal of any such policy. The consummation of the         
transactions contemplated hereby will not give rise to a right of termination of
any such policy by the insurance company issuing the same prior to the          
expiration of the term of such policy.                                          

4.8   No Materially Adverse Contracts, Etc. None of the Companies is
subject to any charter, corporate or other legal restriction, or any judgment,  
decree, order, rule or regulation which in the judgment of Seller has or is     
expected in the future to have a Material Adverse Effect. None of the Companies 
is a party to any contract or agreement which in the judgment of Seller has or  
is expected to have a Material Adverse Effect.                                  

     4.9   Contracts and Commitments. Schedule 4.9 of Seller's Disclosure sets
forth, with respect to each Company, a true, complete and correct list and      
description of all such Company's Contracts. Seller has delivered to Purchaser a
true, complete and correct copy of each such Contract. Each Contract is a valid 
and binding agreement, and is in full force and effect. There is no default or  
breach of any of such Contracts by any Company and, to the knowledge of Seller, 
no other party to any of such Contracts is in default or breach thereof. No     
Company has assigned, delegated or otherwise transferred any of its rights or   
obligations with respect to such Company's Contracts. Except as set forth in    
Schedule 4.9 of Seller's Disclosure Schedule, Seller and/or its Affiliates      
and/or any other Affiliate of the Companies are not a party to and/or do not    
have any direct or indirect interest in any written or oral agreement, contract 
or arrangement with any Company.                                                

4.10  Litigation. Except as set forth in Schedule 4.10 of Seller's  
Disclosure Schedule, with respect to each Company, there is no civil, criminal  
or administrative action, suit, claim, hearing, investigation or proceeding     
pending or threatened against any Company or Seller (in relation to the         
Companies) in any court, by any governmental entity or before any arbitrator or 
other tribunal. None of the Companies or Seller (in relation to the Companies)  
are subject to any outstanding action, order, writ, judgment, injunction or     
decree of any court or Governmental Authority related to the operations of the  
Companies or the Sale Shares.                                                   

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      4.11  Intellectual Property. Schedule 4.11 of Seller's Disclosure Schedule
sets forth, with respect to each Company, a true, complete and correct list and 
a summary description of all Intellectual Property that is material to the      
conduct of each Company's Business. Except as otherwise disclosed on Seller's   
Disclosure Schedule, each Company possesses adequate rights or licenses to use  
all Intellectual Property necessary to conduct its business as now conducted,   
except where the failure to own or possess such rights would not have a Material
Adverse Effect. None of the Companies' Intellectual Property has expired or     
terminated, except where such expiration or termination would not result in a   
Material Adverse Effect. Seller does not have any knowledge of any infringement 
by the Companies of Intellectual Property of others, or of any development of   
similar or identical trade secrets or technical information by others, except   
where such infringement would not result in a Material Adverse Effect; and there
is no claim, action or proceeding being made or brought against, or to Seller's 
knowledge, being threatened against, the Companies or Seller regarding the      
Intellectual Property of any Company, except where such claim, action,          
proceeding or infringement would not result in a Material Adverse Effect. Each  
Company has taken reasonable security measures to protect the secrecy,          
confidentiality and value of all of its Intellectual Property.                  

4.12  Compliance with Laws. Each Company has complied with and is in
compliance with all Laws, except where the failure to be in such compliance     
would not have a Material Adverse Effect.                                       

4.13  Licenses and Permits. Each Company has all necessary Permits  
affecting, or relating in any way to, the operations of each Company, except    
where the failure to have any Permit individually or in the aggregate, would not
have a Material Adverse Effect. Such Permits are valid and in full force and    
effect, and the Companies are in compliance with such Permits, except where the 
failure to be in full force or effect or compliance would not have a Material   
Adverse Effect.                                                                 

4.14  Title to Properties; Absence of Encumbrances; Condition.      

          (a)   Schedule 4.14(a) of Seller's Disclosure Schedule sets forth,
with respect to each Company, a complete list by address of all real property   
owned, leased, operated or used by each Company, indicating the nature of each  
Company's interest therein. No condemnation, expropriation, eminent domain or   
similar proceeding affecting all or any material portion of any such real       
property is pending or, to the knowledge of Seller or any Company, threatened.  

            (b)   Except as set forth in Schedule 4.14(b) of Seller's Disclosure
Schedule, each Company has good title to, or a valid leasehold or other interest
in, all of the material properties and assets, real and personal, tangible and  
intangible, it owns, or purports to own or leases in the Business, including    
those reflected in its books and records, free and clear of any and all         
Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule
4.14(b) of Seller's Disclosure Schedule, none of such properties or assets      
leased by any Company is subject to any sublease, sublicense or other agreement 
granting to any other Person any right to the use, occupancy or enjoyment of    
such property or any portion thereof.                                           

            (c)   "Permitted Encumbrances" means (i) liens for Taxes not yet due
and payable or which are being diligently contested in good faith by appropriate
proceedings and as to which appropriate reserves (to the extent required by     
GAAP) have been established in the books and records of the Companies; (ii)     
mechanics', materialmen's, carriers', warehousemen's, landlord's and similar    
liens securing obligations not yet delinquent or which are being diligently     
contested in good faith by appropriate proceedings and as to which appropriate  
reserves (to the extent required by GAAP) have been established in the books and
records of the Companies; (iii) Encumbrances on personal property taken by or   
granted to a Person who, by making advances or incurring an obligation, gives   
value to enable any Company to acquire rights in or the use of such property,   
provided that the Encumbrance does not extend                                   

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to or cover any other property and the total cost to such Company that would be 
required to discharge such Encumbrance in full does not exceed the value so     
given by such Person to such Company; and (iv) Encumbrances that do not         
materially affect the value of such property.                                   

         (d)   The material properties and assets owned, leased or used by
each Company in the conduct or operation of its business are in good operating  
condition and repair, are suitable for the purposes for which they are used and 
are all of the properties and assets necessary for the conduct and operation of 
the business of each Company as currently conducted. Each Company, is the sole  
owner of all properties and assets reflected in the Financial Statements.       

 4.15  Inventories. Schedule 4.15 of Seller's Disclosure Schedule sets
forth a true, correct and complete list of each Company's Inventories (as       
defined below). Except as set forth in Schedule 4.15 of Seller's Disclosure     
Schedule, each Company's Inventories are authentic and of good, usable and      
merchantable quality in all material respects and all such Inventories are      
recorded on the books at the lower of cost or market value determined in        
accordance with GAAP. "Inventories" shall mean the inventories of stamps, coins,
antiques, art pieces, ornaments, trading cards, sports items and any other      
collectibles of each Company.                                                   

    4.16  Books and Records. The minute books of the Companies contain true,
correct and complete records in all material respects, as applicable, of all    
meetings held of, and corporate action taken by, the shareholders, members, the 
boards of directors or managers and committees of the boards of directors or    
managers of the Companies. At the Closing, all of those books and records will  
be in the possession of Purchaser.                                              

      4.17  Employees. Schedule 4.17 of Seller's Disclosure Schedule sets forth,
with respect to each Company, a true, complete and correct list of all employees
of such Company and, with respect to each such employee, the total compensation 
(including, without limitation, salary, bonuses and incentive compensation)     
presently received by such employee, such employee's current salary and title   
and the number of years of continuous service of such employee with such        
Company. Except as set forth in Schedule 4.17 of the Seller's Disclosure        
Schedule, none of the Companies (a) has engaged in any unfair labor practice or 
discriminated on any basis prohibited by Law in its employment conditions or    
practices, (b) is a party to or bound by any collective bargaining agreement, or
(c) has experienced any strike or material grievance, claim of unfair labor     
practices, or other collective bargaining dispute within the past three years.  
Each Company has complied with all applicable Laws, duties, agreements and other
obligations associated with the termination or suspension of employment or      
engagement of any and all of its directors, officers, employees, consultants or 
agents as of the date hereof, including, without limitation, all payment        
obligations and notice requirements in relation thereto. Each Company's         
relationship with its employees is satisfactory and is expected to remain as    
such following the Closing Date.                                                

 4.18  Taxes. All tax returns or reports required to be filed by or on
behalf of the Companies have been timely filed or requests for extensions have  
been timely filed and any such extension has been granted and has not expired,  
and all such filed returns are complete and accurate. All Taxes due from the    
Companies for periods through the date hereof or the Closing Date, as           
applicable, have been paid in full or adequate provision for such Taxes has been
made. There is no audit, examination, deficiency, or refund litigation pending  
or threatened, with respect to any Taxes of the Companies. All Taxes, interest, 
additions and penalties due with respect to completed and settled examinations  
or concluded litigation relating to the Companies have been paid in full. No    
Company has executed an extension or waiver of any statute of limitations on the
assessment or collection of any Tax that is currently in effect. No rulings have
been issued by or agreements entered into with any relevant governmental tax    
authority with respect to the Companies.                                        

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  4.19  Undisclosed Liabilities. Except as set forth in Schedule 4.19 of
Seller's Disclosure Schedule, none of the Companies has any material            
Liabilities, except for (i) Liabilities provided for in the Financial Statements
(including in each case any notes thereto) and (ii) Liabilities which have      
arisen after September 30, 2002 or as contemplated by this Agreement. Each      
Company has at all times been and now is solvent.                               

    4.20  Environmental Matters. Each Company is in material compliance with
all applicable Environmental Laws (as defined below), which compliance includes,
but is not limited to, the possession by each Company of all material Permits   
(or applications therefor) required under applicable Environmental Laws, and    
material compliance with the terms and conditions thereof. Neither Seller nor   
any Company has received notice of, and none of the Companies are the subject   
of, any claim or order mandating action under the Environmental Laws. There are 
no circumstances or conditions related to the operations of any Company that are
reasonably likely to prevent or interfere with such compliance or give rise to a
future claim under the Environmental Laws. For the purposes of this Agreement,  
"Environmental Law" shall mean any Law of any country (and all applicable       
federal, state or local laws or their equivalents) where a Company is           
incorporated or conducts business concerning the environment or activities that 
might threaten or result in damage to the environment or human health, or any   
Law that is concerned in whole or in part with the environment and with         
protecting or improving the quality of the environment and human and employee   
health and safety.                                                              

4.21  Payables. Except as set forth in Schedule 4.21 of Seller's    
Disclosure Schedule, all accounts payable of the Companies have arisen in the   
ordinary course of business. All material items which are required by GAAP to be
reflected as payables on the Financial Statements are so reflected and have been
recorded in accordance with GAAP in a manner consistent with past practice.     
Since September 30, 2002 there has been no material adverse change in the amount
or delinquency of accounts payable of the Companies taken as a whole.           

4.22  Receivables. Except as set forth in Schedule 4.22 of Seller's 
Disclosure Schedule, all accounts receivable of the Companies have arisen in the
ordinary course of business and represent valid obligations to the Companies    
arising from bona-fide transactions in the ordinary course of business.         

4.23  Guaranties. None of the Companies is a guarantor or otherwise 
responsible for any Liability of any other Person.                              

   4.24  Restrictions on Business Activities. There is no judgment, order,
decree, writ or injunction binding upon any Company or, to the knowledge of     
Seller or any Company, threatened that has or could prohibit or impair the      
operations of any Company, as currently conducted or any business practice of   
any Company, including the acquisition of property, the provision of services,  
the hiring of employees or the solicitation of clients, in each case either     
individually or in the aggregate.                                               

4.25  Bank Accounts/Powers of Attorney.                             

          (a)   Schedule 4.25 of Seller's Disclosure Schedule sets forth the
name of each bank in which each Company has an account, lock box or safe deposit
box, the number of each such account, lock box and safe deposit box and the     
names of all Persons authorized to draw thereon or have access thereto.         

         (b)   Except as set forth in Schedule 4.25 of Seller's Disclosure
Schedule, no Person holds any power of attorney from any Company.               

4.26  Certain Payments. None of the Companies nor any shareholder,  
director, officer, agent, employee or representative of the Companies, nor any  
other Person associated with or acting for or on                                

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behalf of the Companies, has directly or indirectly (a) made any contribution,  
gift, bribe, rebate, payoff, influence payment, kickback or other payment to any
Person, private or public, regardless of form, whether in money, property or    
services in violation of any Law (i) to obtain favorable treatment in securing  
business, (ii) to pay for favorable treatment for business secured, or (iii) to 
obtain special concessions, or for special concessions already obtained, for or 
in respect of the Companies or any Affiliate of the Companies, or (b)           
established or maintained any fund or asset of the Companies that has not been  
recorded in the books and records of the Companies and the Financial Statements.

4.27  Information Supplied. The information supplied by Seller for  
inclusion in the proxy statement (the "Proxy Statement") to be sent to          
Purchaser's stockholders in connection with the meeting of Purchaser's          
stockholders (the "Stockholders Meeting") to approve the issuance of the        
Purchaser Shares contemplated by this Agreement (the "Share Issuance"), and any 
amendment or supplement thereto, shall not, on the date the Proxy Statement is  
filed with the SEC, mailed to the stockholders of Purchaser, on the date of the 
Stockholders Meeting or on the Closing Date, contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they were made, not misleading. For this purpose, any 
information relating to Seller or the Companies included or incorporated by     
reference in any such document will be deemed to have been so supplied for      
inclusion or incorporation therein if such document was available for review by 
Seller a reasonable time before such document was filed with the SEC and Seller 
did not object to or otherwise comment on such information (but the foregoing   
shall not be the exclusive manner in which it may be established that such      
information was so supplied by Seller specifically for inclusion or             
incorporation by reference in the Proxy Statement).                             

 4.28  Auctentia Subastas S.L. Auctentia Subastas S.L. owns or has the
right to use all assets necessary to enable Auctentia Subastas S.L. to conduct, 
in all material respects, the same business that was conducted by the "Auctentia
Subastas" division of Seller prior to the contribution of such assets by Seller,
as reflected on the audited combined financial statements of Seller and         
Auctentia Subastas S.L. as of December 31, 2002.                                

 ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:      

      5.1   Organization, Good Standing and Qualification. Purchaser and each of
its Subsidiaries are entities, duly organized, validly existing, in good        
standing and qualified to do business under the laws of their respective        
jurisdictions of incorporation, and have the requisite power and authority and  
Permits to conduct their respective businesses as presently conducted and to own
and lease their respective properties and assets, except where the failure to be
so qualified or be in good standing would not have a Material Adverse Effect.   

  5.2   Subsidiaries. Except as set forth in Schedule 5.2 of Purchaser's
Disclosure Schedule, a true and complete list of all of Purchaser's "significant
subsidiaries" as defined in Regulation S-X are identified in Exhibit 21 of      
Purchaser's 2002 Annual Report on Form 10-K. Except as set forth in Schedule 5.2
of Purchaser's Disclosure Schedule or as identified in Exhibit 21 of Purchaser's
2002 Annual Report on Form 10-K, neither Purchaser nor any of its Subsidiaries  
owns any capital stock of, or any equity interest of any nature in, any         
corporation, partnership, joint venture arrangement or other business entity.   
Except as set forth in Schedule 5.2 of Purchaser's Disclosure Schedule, neither 
Purchaser nor any of its Subsidiaries has agreed or is obligated to make, or is 
bound by any written, oral or other agreement, contract, subcontract, lease,    
binding understanding, instrument, note, option, warranty,                      

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purchase order, license, sublicense, insurance policy, benefit plan or legally  
binding commitment or undertaking of any nature, as in effect as of the date    
hereof under which it may become obligated to make any future investment in or  
capital contribution to any other entity. Except as set forth in Schedule 5.2 of
Purchaser's Disclosure Schedule, neither Purchaser, nor any of its Subsidiaries,
has, at any time, been a general partner of any general partnership, limited    
partnership or other entity.                                                    

   5.3   Authorization; Enforcement; Validity. Purchaser has all requisite
power and authority and capacity to execute and deliver this Agreement and the  
Registration Rights Agreement and to perform its obligations hereunder and      
thereunder and to issue the Purchaser Shares in accordance with the terms hereof
(subject to the approval by Purchaser's stockholders in accordance with Delaware
General Corporate Law, Nasdaq listing requirements and Purchaser's Constituent  
Documents). Purchaser has duly authorized the execution, delivery and           
performance of this Agreement (subject to stockholder approval) and the         
Registration Rights Agreement. A vote of the holders of outstanding shares of   
Purchaser Common Stock representing a majority of all votes entitled to be cast 
on the matter is sufficient for Purchaser's stockholders to approve the         
transactions contemplated by this Agreement. This Agreement and the Registration
Rights Agreement have been duly executed and delivered by Purchaser and         
constitute legal, valid and binding obligations of Purchaser, enforceable       
against Purchaser in accordance with their respective terms, except as such     
enforceability may be limited by bankruptcy, insolvency, moratorium or other    
Laws of general applicability affecting the rights of creditors and by general  
equitable principles.                                                           

     5.4   Capitalization. As of the date hereof, the authorized capital stock
of Purchaser consists of the following: 40,000,000 shares of common stock, with 
$0.01 par value and 10,000,000 shares of preferred stock, with $0.01 par value, 
of which as of the date hereof, 12,703,304 shares of common stock are issued and
outstanding and no shares of preferred stock are issued and outstanding. All of 
such outstanding shares and all outstanding shares of capital stock of each     
Subsidiary of Purchaser are fully paid and nonassessable and have been validly  
issued and granted in compliance with (i) all applicable securities laws, and   
(ii) all material requirements set forth in applicable agreements or            
instruments. Except as disclosed in Schedule 5.4 of Purchaser's Disclosure      
Schedule, (A) no Purchaser Common Stock is subject to preemptive rights or any  
other similar rights or any Encumbrances; (B) there are no outstanding options, 
warrants, scrip, rights to subscribe to, calls or commitments of any character  
whatsoever relating to, or securities or rights convertible into or exercisable 
for, any shares of capital stock of Purchaser, or contracts, commitments,       
understandings or arrangements by which Purchaser or any of its Subsidiaries is 
or may become bound to issue additional shares of capital stock of Purchaser or 
options, warrants, scrip, rights to subscribe to, calls or commitments of any   
character whatsoever relating to, or securities or rights convertible into or   
exercisable for, any shares of capital stock of Purchaser; (C) as of the date   
hereof there are no agreements or arrangements of Purchaser or any of its       
Subsidiaries under which Purchaser is obligated to register the sale of any of  
their securities under the Securities Act and, as of any Closing, there shall   
not be any agreements or arrangements of Purchaser or any of its Subsidiaries   
under which Purchaser is obligated to register for resale any of its securities 
under the Securities Act, other than for the benefit of the Seller; (D) there   
are no outstanding Purchaser securities or instruments of Purchaser which       
contain any redemption or similar provisions, and there are no contracts,       
commitments, understandings or arrangements by which Purchaser is or may become 
bound to redeem a security of Purchaser or any of its Subsidiaries; (E) there   
are no securities or instruments containing anti-dilution or similar provisions 
that will be triggered by the issuance of the Purchaser Shares as described in  
this Agreement; and (F) Purchaser does not have any stock appreciation rights or
"phantom stock" plans or agreements or any similar plan or agreement. Purchaser 
has delivered to the Seller or its respective representatives true and correct  
copies of Purchaser's Constituent Documents.                                    

   5.5   No Violations or Conflicts. Neither the execution and delivery of
this Agreement or the Registration Rights Agreement by Purchaser nor the        
consummation by Purchaser of the transactions                                   

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contemplated hereby or thereby (including, without limitation, the issuance of  
the Purchaser Shares) do or will (a) violate any provision of Purchaser's or its
Subsidiaries' Constituent Documents, (b) result in a violation or breach of, or 
constitute a default or an event of default under, or result in adverse         
consequences to Purchaser under any indenture, mortgage, bond or other contract,
license, agreement, Permit, instrument or other obligation to which Purchaser or
its Subsidiaries is a party or by which any of their assets are bound, (c)      
violate any Law, writ, judgment, injunction or court decree to which Purchaser  
or its Subsidiaries are subject or (d) result in the creation or imposition of  
any Encumbrance on the Purchaser Shares. Neither Purchaser nor any of its       
Subsidiaries is in violation of any term of its respective Constituent          
Documents. Neither Purchaser nor any of its Subsidiaries is in violation of any 
term of or in default under any material contract, agreement, mortgage,         
indebtedness, indenture, instrument, judgment, decree or order or any statute,  
rule or regulation applicable to Purchaser or its Subsidiaries, except where    
such violations and defaults would not result in a Material Adverse Effect. The 
business of Purchaser is not being conducted, and shall not be conducted, in    
violation of any law, ordinance or regulation of any governmental entity, except
where such violations would not result in a Material Adverse Effect.            

      5.6   Consents and Approvals. No consent, approval, order or authorization
of, or registration, declaration or filing with any Governmental Authority or   
any other Person is required to be obtained or made by Purchaser in connection  
with the execution, delivery and performance of this Agreement and the          
Registration Rights Agreement, other than the approval by Purchaser's           
stockholders.                                                                   

     5.7   The Purchaser Shares. The Purchaser Common Stock is registered as a
class under Section 12(g) of the Exchange Act and is currently admitted for     
quotation on the Nasdaq National Market of the Nasdaq Stock Market ("Nasdaq").  
The Purchaser Shares have been duly and validly authorized and, when issued in  
consideration for the Sale Shares pursuant to this Agreement, will be validly   
issued, fully paid and nonassessable. The issuance and sale of the Purchaser    
Shares contemplated hereby will not give rise to any preemptive rights or rights
of first refusal on behalf of any Person. Upon issuance in accordance with the  
terms hereof, the Purchaser Shares shall be free from all taxes, liens and      
charges with respect to the issuance thereof. Subject to the accuracy of        
Seller's representations and warranties set forth in Section 3.8 hereof, the    
issuance by Purchaser of the Purchaser Shares is exempt from registration under 
the Securities Act.                                                             

5.8   SEC Documents; Financial Statements.                          

          (a)   SEC Filings; General. Purchaser has filed all forms, reports
and documents required to be filed by Purchaser with the SEC since January 1,   
2000. All such required forms, reports and documents (including those that      
Purchaser may file subsequent to the date hereof) are referred to herein as the 
"Purchaser SEC Reports". As of their respective dates, the Purchaser SEC Reports
(i) were prepared in accordance with the requirements of the Securities Act or  
the Exchange Act, as the case may be, and the rules and regulations of the SEC  
thereunder applicable to such Purchaser SEC Reports and (ii) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the  
light of the circumstances under which they were made, not misleading except to 
the extent corrected by a subsequently filed Purchaser SEC Report (except that  
inaccuracies or omissions in Purchaser SEC Reports filed prior to the date of   
this Agreement may be corrected only by other Purchaser SEC Reports filed prior 
to the date of this Agreement). Taken as a whole, the Purchaser SEC Reports do  
not contain any untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary in order to make the statements 
therein, in the light of the circumstances under which they were made, not      
misleading, except to the extent corrected prior to the date of this Agreement  
by a subsequently filed Purchaser SEC Report (except inaccuracies or omissions  
in Purchaser SEC Reports filed prior to the date of this Agreement may be       
corrected only by other Purchaser SEC Reports filed prior to the date of this   
Agreement). None of                                                             

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Purchaser's Subsidiaries is required to file any forms, reports or other        
documents with the SEC. Each of the Purchaser SEC Reports included, as exhibits 
thereto, all documents required to be filed as exhibits to such Purchaser SEC   
Report under the rules and regulations of the SEC, except to the extent filed   
prior to the date of this Agreement in a subsequently filed Purchaser SEC       
Report.                                                                         

 (b)   Publicly Reported Financial Statements. Each of the
consolidated financial statements (including, in each case, any related notes   
thereto) contained in the Purchaser SEC Reports (the "Purchaser Financials"),   
including each Purchaser SEC Report filed after the date hereof until the       
Closing, (i) complied or will comply as to form in all material respects with   
the published rules and regulations of the SEC with respect thereto, (ii) was   
prepared in accordance with GAAP applied on a consistent basis throughout the   
periods involved (except as may be indicated in the notes thereto) and (iii)    
fairly presented or will fairly present in all material respects the            
consolidated financial position of Purchaser and its Subsidiaries as at the     
respective dates thereof and the consolidated results of Purchaser's operations 
and cash flows for the periods indicated, except to the extent corrected by a   
subsequently filed Purchaser SEC Report (except that inaccuracies or omissions  
in Purchaser SEC Reports filed prior to the date of this Agreement may be       
corrected only by other Purchaser SEC Reports filed prior to the date of this   
Agreement), and except that the unaudited interim financial statements may not  
contain footnotes and were or are subject to normal and recurring year-end      
adjustments. The balance sheet of Purchaser contained in the Purchaser SEC      
Reports as of September 30, 2002 is hereinafter referred to as the "Purchaser   
Balance Sheet". Since September 30, 2002, there has been no change in           
Purchaser's accounting policies except as described in the notes to the         
Purchaser Financials. Since the date of the Purchaser Balance Sheet, neither    
Purchaser nor any of its Subsidiaries has incurred any Liabilities which are,   
individually or in the aggregate, material to the business, results of          
operations or financial condition of Purchaser and its Subsidiaries taken as a  
whole, except for (i) Liabilities incurred since the date of the Purchaser      
Balance Sheet in the ordinary course of business consistent with past practices,
(ii) Liabilities incurred in connection with this Agreement, and (iii)          
Liabilities specifically disclosed in the Purchaser SEC Reports filed with the  
SEC prior to the date of this Agreement.                                        

    5.9   Absence of Certain Changes. Except as set forth in Schedule 5.9 of
Purchaser's Disclosure Schedule, since the date of the Purchaser Balance Sheet, 
Purchaser and each of its Subsidiaries has carried on its business in the       
ordinary course consistent with past practices, and except as specifically and  
expressly disclosed in the Purchaser SEC Reports filed with the SEC prior to the
date of this Agreement, since the date of the Purchaser Balance Sheet there has 
not been:                                                                       

        (a)   any change in the financial condition, properties, assets,
liabilities, business, results of operations or prospects of Purchaser or any of
its Subsidiaries, which change by itself or in conjunction with all other such  
changes, whether or not arising in the ordinary course of business, has had or  
can reasonably be expected to have a Material Adverse Effect;                   

           (b)   any declaration, setting aside or payment of any dividend on,
or other distribution (whether in cash, stock or property) in respect of, any of
Purchaser's or any of its Subsidiaries' capital stock, or any purchase,         
redemption or other acquisition by Purchaser of any of Purchaser's capital stock
or any other securities of Purchaser or its Subsidiaries, or any options,       
warrants, calls or rights to acquire any such shares or other securities;       

  (c)   any split, combination or reclassification of any of
Purchaser's or any of its Subsidiaries' capital stock;                          

         (d)   any granting by Purchaser or any of its Subsidiaries of any
increase in compensation or fringe benefits to any of their officers or         
employees (except for increases in compensation to employees that are not       
executive officers or directors of Purchaser, in the ordinary                   

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course of business consistent with prior practice), or any payment by Purchaser 
or any of its Subsidiaries of any bonus to any of their officers or employees   
(except for payments made to employees in the ordinary course of business       
consistent with prior practice), or any granting by Purchaser or any of its     
Subsidiaries of any increase in severance or termination pay or any entry by    
Purchaser or any of its Subsidiaries into, or material modification or amendment
of, any currently effective employment, severance, termination,                 
change-of-control or indemnification agreement or any agreement the benefits of 
which are contingent or the terms of which are materially altered upon the      
occurrence of a transaction involving Purchaser of the nature contemplated      
hereby;                                                                         

          (e)   any material change or alteration in the policy of Purchaser
relating to the granting of stock options to its employees, directors and       
consultants;                                                                    

            (f)   any purchase or sale or other disposition, or any agreement or
other legally binding arrangement for the purchase, sale or other disposition,  
of any of the properties or assets of Purchaser or any of its Subsidiaries,     
other than purchases and sales of inventory and equipment in the ordinary course
of business consistent with past practice;                                      

        (g)   any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties, assets or business
of Purchaser or any Subsidiary;                                                 

         (h)   any material change by Purchaser in its accounting methods,
principles or practices, except as required by concurrent changes in GAAP (or   
the applicability thereof);                                                     

            (i)   any material contingent liability incurred by Purchaser or any
of its Subsidiaries as guarantor or otherwise with respect to the obligations of
others or any cancellation of any material debt or claim owing to, or waiver of 
any material right of, Purchaser or any of its Subsidiaries;                    

         (j)   any material obligation or liability of any nature, whether
accrued, absolute or contingent, incurred by Purchaser or any of its            
Subsidiaries other than obligations and liabilities incurred in the ordinary    
course of business consistent with past practice;                               

   (k)   any payment or discharge of a material Encumbrance or
liability of Purchaser or any of its Subsidiaries which was not shown in the    
Purchaser Financials or which was not incurred in the ordinary course of        
business thereafter;                                                            

            (l)   any revaluation by Purchaser or any of its Subsidiaries of any
of its material assets, including, without limitation, writing off notes or     
accounts receivable other than in the ordinary course of business;              

           (m)   any material contract entered into by Purchaser or any of its
Subsidiaries, other than in the ordinary course of business and as provided to  
Seller, or any material amendment or termination of, or default under, any      
material contract to which Purchaser or any of its Subsidiaries is a party or by
which it or any of them is bound;                                               

         (n)   any obligation or liability incurred by Purchaser to any of
its officers, directors or stockholders, or any loans or advances made to any of
its officers, directors, stockholders or affiliates, except normal compensation 
and expense allowances payable to officers;                                     

         (o)   any other material transaction entered into by Purchaser or
any of its Subsidiaries other than transactions in the ordinary course of       
business; or                                                                    

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  (p)   any agreement or understanding whether in writing or
otherwise, for Purchaser or any of its Subsidiaries to take any of the actions  
specified in paragraphs (a) through (o) above.                                  

 5.10  Litigation. Except as set forth in Schedule 5.10 of Purchaser's
Disclosure Schedule, there is no civil, criminal or administrative action, suit,
claim, hearing, investigation or proceeding pending or, to the knowledge of     
Purchaser, threatened against Purchaser or any of its Subsidiaries in any court,
by any Governmental Authority or before any arbitrator or other tribunal, except
where the same would not result in a Material Adverse Effect. Purchaser is not  
subject to any outstanding action, order, writ, judgment, injunction or decree  
of any court or Governmental Authority related to the operations of the         
Purchaser, its Subsidiaries or the Purchaser Shares, except where the same would
not result in a Material Adverse Effect.                                        

5.11  No General Solicitation. Neither Purchaser, nor any of its    
Subsidiaries, nor any Person acting on its or their behalf, has engaged in any  
form of general solicitation or general advertising (within the meaning of      
Regulation D under the Securities Act) in connection with the offer or sale of  
the Purchaser Shares.                                                           

     5.12  No Integrated Offering. Neither Purchaser, nor any person acting on
its behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would     
require registration of the Purchaser Shares under the Securities Act or cause  
this offering of the Purchaser Shares to be integrated with prior offerings by  
Purchaser for purposes of the Securities Act or any applicable stockholder      
approval provisions, including, without limitation, under the rules and         
regulations of any exchange or automated quotation system on which any of the   
securities of Purchaser are listed or designated, nor will Purchaser take any   
action or steps that would require registration of the Purchaser Shares under   
the Securities Act or cause the offering of the Purchaser Shares to be          
integrated with other offerings.                                                

      5.13  Intellectual Property Rights. Each of Purchaser and its Subsidiaries
has all rights, title and interest in and to its Intellectual Property rights   
necessary to conduct their business as presently conducted, except where the    
failure to own or possess such rights would not have a Material Adverse Effect. 
None of Purchaser's Intellectual Property rights have expired or terminated,    
except where such expiration or termination would not have a Material Adverse   
Effect. Purchaser does not have any knowledge of any infringement by Purchaser  
or its Subsidiaries of trademarks, trade names, service marks, service mark     
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets or other intellectual property rights of others, or of  
any development of similar or identical trade secrets or technical information  
by others, except where such infringement would not have a Material Adverse     
Effect; and there is no claim, action or proceeding being made or brought       
against, or to Purchaser's knowledge, being threatened against, Purchaser or its
Subsidiaries regarding its trademarks, trade names, service marks, service mark 
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets, or infringement of other intellectual property rights, 
except where such claim, action, proceeding or infringement would not have a    
Material Adverse Effect. Purchaser and its Subsidiaries have taken reasonable   
security measures to protect the secrecy, confidentiality and value of all of   
their Intellectual Properties.                                                  

5.14  Insurance. Purchaser and each of it Subsidiaries is insured by
insurers of recognized financial responsibility against such losses and risks   
and in such amounts as management of Purchaser believes to be prudent and       
customary in the businesses in which Purchaser and its Subsidiaries are engaged.
Purchaser has no reason to believe that either Purchaser or any of its          
Subsidiaries will not be able to renew its existing insurance coverage as and   
when such coverage expires or to obtain similar coverage from similar insurers  
as may be necessary to continue its business at a cost that would not have a    
Material Adverse Effect.                                                        

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5.15  Licenses and Permits. Purchaser and its Subsidiaries have all 
necessary licenses, franchises, Permits or other similar authorizations         
affecting, or relating in any way to, the operations of Purchaser and each      
Subsidiary, as applicable, except where the failure to have any Permit          
individually or in the aggregate, would not have a Material Adverse Effect. Such
Permits are valid and in full force and effect, and Purchaser and its           
Subsidiaries are in compliance with such Permits except where the failure to be 
in full force or effect or compliance would not have a Material Adverse Effect. 

    5.16  No Materially Adverse Contracts, Etc. Neither Purchaser nor any of
its Subsidiaries is subject to any charter, corporate or other legal            
restriction, or any judgment, decree, order, rule or regulation which in the    
judgment of Purchaser has or is expected in the future to have a Material       
Adverse Effect. Neither Purchaser nor any of its Subsidiaries is a party to any 
contract or agreement which in the judgment of Purchaser has or is expected to  
have a Material Adverse Effect.                                                 

    5.17  Tax Status. Purchaser and each of its Subsidiaries (i) has made or
filed all U.S. federal or state income and all other tax returns, reports and   
declarations required by any jurisdiction to which it is subject (unless and    
only to the extent that Purchaser and each of its Subsidiaries has set aside on 
its books provisions reasonably adequate for the payment of all unpaid and      
unreported taxes), (ii) has paid all taxes and other governmental assessments   
and charges that are material in amount, shown or determined to be due on such  
returns, reports and declarations, except those being contested in good faith   
and for which Purchaser has made appropriate reserves for, if any, on its books,
and (iii) has set aside on its books provisions reasonably adequate for the     
payment of all taxes for periods subsequent to the periods to which such        
returns, reports or declarations (referred to in clause (i) above) apply. Except
as set forth in clause (ii) of the preceding sentence, there are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any         
jurisdiction, and Purchaser know of no basis for any such claim.                

   5.18  Transactions With Affiliates. Except as set forth with reasonable
specificity in the Purchaser SEC Reports, none of the officers, directors, or   
employees of Purchaser is presently a party to any transaction with Purchaser or
any of its Subsidiaries (other than for services as employees, officers and     
directors), including any contract, agreement or other arrangement providing for
rental of real or personal property to or from, or otherwise requiring payments 
to or from any such officer, director or employee or, to the knowledge of       
Purchaser, any corporation, partnership, trust or other entity in which any such
officer, director, or employee has a material interest or is an officer,        
director, trustee or partner, in each case of a kind and amount that would be   
required to be disclosed under Item 404 of Regulation S-K under the Securities  
Act.                                                                            

 5.19  Application of Takeover Protections. Purchaser and its Board of
Directors have taken all necessary action, if any, in order to render           
inapplicable any control share acquisition, business combination, poison pill   
(including any distribution under a rights agreement) or other similar          
anti-takeover provision under Purchaser's Constituent Documents or the laws of  
the U.S. which is or could become applicable to the Seller as a result of the   
transactions contemplated by this Agreement or the Registration Rights          
Agreement, including, without limitation, Purchaser's issuance of the Purchaser 
Shares and the Seller's ownership of the Purchaser Shares.                      

5.20  Foreign Corrupt Practices. Neither Purchaser, nor any of its  
Subsidiaries, nor any director, officer, agent, employee or other person acting 
on behalf of Purchaser or any of its Subsidiaries has, in the course of its     
actions for, or on behalf of, Purchaser or any of its Subsidiaries, used any    
corporate funds for any unlawful contribution, gift, entertainment or other     
unlawful expenses relating to political activity; made any direct or indirect   
unlawful payment to any domestic or foreign government official or employee from
corporate funds; violated or is in violation of any provision of the U.S.       
Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful bribe,  
rebate, payoff, influence                                                       

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payment, kickback or other unlawful payment to any foreign or domestic          
government official or employee.                                                

5.21  Effect of Transaction. Except as set forth in Schedule 5.21 of
Purchaser's Disclosure Schedule, the execution of this Agreement, the           
Registration Rights Agreement and the consummation of the transactions          
contemplated hereby and thereby will not (either alone or upon the occurrence of
any additional or subsequent events) constitute an event under any Company      
Employee Plan, as hereinafter defined, or a related trust or loan, that will or 
may result in any payment (whether of severance pay or otherwise), acceleration,
forgiveness or indebtedness, vesting distribution, increase in benefits or      
obligation to fund benefits with respect to any Employee, as hereinafter        
defined. "Company Employee Plan" shall mean any plan, program, policy, practice,
contract, agreement or other arrangement providing for compensation, severance, 
termination pay, performance awards, stock or stock-related awards, fringe      
benefits or other employee benefits or remuneration of any kind, whether written
or unwritten, funded or unfunded, including without limitation, each "employee  
benefit plan," within the meaning of Section 3(3) of the Employee Retirement    
Income Security Act of 1974, as amended, which is or has been maintained,       
contributed to, or required to be contributed to, by Purchaser or any of its    
Subsidiaries for the benefit of any employee. "Employee" shall mean any current,
former, or retired employee, officer or director of Purchaser or its            
Subsidiaries.                                                                   

     5.22  Change of Control Payments. Schedule 5.22 of Purchaser's Disclosure
Schedule sets forth each plan or agreement pursuant to which any amounts may    
become payable (whether currently or in future) to current or former officers   
and directors of Purchaser as a result of or in connection with the transactions
provided for herein or as a result of termination of service or employment      
following the transactions provided for herein.                                 

 5.23  Information Supplied. The information supplied by Purchaser for
inclusion in the Proxy Statement to be sent to Purchaser's stockholders in      
connection with the Stockholders Meeting to approve the Share Issuance, and any 
amendment or supplement thereto, shall not, on the date the Proxy Statement is  
filed with the SEC, mailed to the stockholders of Purchaser, on the date of the 
Stockholders Meeting or on the Closing Date, contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they were made, not misleading. For this purpose, any 
information relating to Purchaser included or incorporated by reference in any  
such document will be deemed to have been so supplied for inclusion or          
incorporation therein if such document was available for review by Purchaser a  
reasonable time before such document was filed with the SEC and Purchaser did   
not object to or otherwise comment on such information (but the foregoing shall 
not be the exclusive manner in which it may be established that such information
was so supplied by Purchaser specifically for inclusion or incorporation by     
reference in the Proxy Statement). The Proxy Statement will comply as to form,  
in all material respects, with the provisions of the Exchange Act.              

     5.24  Brokers and Finders. No broker or finder has acted for Purchaser in
connection with this Agreement or the transactions contemplated hereby, and no  
broker or finder retained by Purchaser is entitled to any brokerage or finder's 
fee with respect to this Agreement or such transactions.                        

 5.25  Fairness Opinion. Purchaser's Board of Directors has received a
written opinion from its financial advisor, Wharton Valuation Associates, dated 
January 2, 2003, to the effect that the transactions contemplated by this       
Agreement are fair to Purchaser's stockholders (other than Seller) from a       
financial point of view, and has delivered to Seller a copy of such opinion.    

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ARTICLE VI
 COVENANTS OF SELLER

Seller hereby covenants and agrees as follows:          

     6.1 Certain Filings. Seller shall make or cause the Companies to make all
filings with any Governmental Authority that are required to be made by Seller  
or by any Company to carry out the transactions contemplated hereby. Seller     
agrees to assist, and to cause the Companies to assist, Purchaser in making all 
such filings, applications and notices as may be necessary or desirable in order
to obtain the authorization, approval or consent of any Governmental Authority  
which reasonably may be required or which Purchaser reasonably may request in   
connection with the consummation of the transactions contemplated hereby.       

      6.2   Consents and Approvals. Seller shall obtain, and cause the Companies
to obtain, prior to the Closing, all consents, authorizations, approvals and    
waivers required to be obtained by Seller or the Companies in connection with   
the consummation of the transactions contemplated hereby.                       

      6.3   Further Assurances. Seller shall execute and deliver, and cause each
Company to execute and deliver, such additional documents and instruments, and  
to perform such additional acts, as Purchaser reasonably may request to         
effectuate or carry out and perform all the terms, provisions and conditions of 
this Agreement and the transactions contemplated hereby and thereby and to      
effectuate the intent and purposes hereof including, without limitation,        
furnishing such information as is reasonably requested for inclusion in the     
Proxy Statement.                                                                

     6.4   Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Seller shall notify Purchaser in writing of (a) the occurrence or      
non-occurrence of any fact or event which causes or would be reasonably likely  
to cause (i) any representation or warranty of Seller contained in this         
Agreement or the Registration Rights Agreement to be untrue, incorrect or       
incomplete in any material respect or (ii) any covenant, condition or agreement 
of Seller in this Agreement or the Registration Rights Agreement not to be      
performed, complied with or satisfied in any material respect, and (b) any      
failure of Seller to perform, comply with or satisfy any covenant, condition or 
agreement to be performed, complied with or satisfied by Seller hereunder in any
material respect; provided, however, that no such notification shall amend the  
representations or warranties of Seller, or the right of Purchaser to rely      
thereon. Seller shall give prompt notice in writing to Purchaser of any notice  
or other communication from any third party alleging that the consent of such   
third party is or may be required to be obtained by Seller or any Company in    
connection with the transactions contemplated by this Agreement.                

   6.5   Company Information. At or prior to the Closing, upon Purchaser's
request, Seller will furnish any and all information about each Company relating
to periods ending on or prior to the Closing Date (collectively, "Company       
Information"), including, but not limited to, company descriptions and financial
information, that Purchaser may reasonably request in connection with any       
report, proxy statement or information statement or registration statement that 
Purchaser is required to file with the SEC under the Exchange Act or the        
Securities Act in connection with or as a result of the consummation of the     
transactions contemplated hereby, and shall use its best efforts to cause the   
auditor of the Companies to provide Purchaser, at Purchaser's expense, with a   
consent of the auditor to the inclusion of the Financial Statements and its     
audit opinion with respect thereto in any such filing.                          

      6.6   Company Action. From the date hereof until Closing, Seller shall not
take any action which would make any of the representations or warranties of    
Seller contained in this Agreement untrue or incorrect or prevent itself or the 
Companies from performing or cause itself or the Companies not to perform their 
respective covenants under this Agreement.                                      

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 6.7   Restriction on Transfer of Purchaser Shares. From and after the
Closing until the end of the Survival Period, Seller shall not transfer, sell,  
assign, pledge or otherwise dispose of or grant any option to purchase the      
Purchaser Shares, or enter into any agreement in respect of the votes and/or    
economic interest attached to any Purchaser Share.                              

   6.8   Asset Transfer to Subastas. Prior to the Closing, (i) Seller will
cause to be transferred to Auctentia Subastas S.L. certain additional net assets
or cash equal to approximately US$100,000, and (ii) Seller will cause Auctentia 
Subastas S.L. to enter into a joint venture agreement with Soler y Llach on     
substantially the terms previously provided to Purchaser.                       

 ARTICLE VII
COVENANTS OF PURCHASER

Purchaser hereby covenants and agrees as follows:       

   7.1   Certain Filings. Purchaser agrees to make or cause to be made all
filings with any Governmental Authority that are required to be made by         
Purchaser to carry out the transactions contemplated by this Agreement.         
Purchaser agrees to assist Seller in making all such filings, applications and  
notices as may be necessary or desirable in order to obtain the authorization,  
approval or consent of any Governmental Authority which reasonably may be       
required or which Seller reasonably may request in connection with the          
consummation of the transactions contemplated hereby.                           

7.2   Consents and Approvals. Purchaser shall obtain, prior to the  
Closing, all consents, authorizations, approvals and waivers required to be     
obtained by Purchaser or its Subsidiaries in connection with the consummation of
the transactions contemplated hereby.                                           

  7.3   Further Assurances. Purchaser agrees to execute and deliver such
additional documents and instruments, and to perform such additional acts, as   
Seller reasonably may request to effectuate or carry out and perform all the    
terms, provisions and conditions of this Agreement and the transactions         
contemplated hereby and to effectuate the intent and purposes hereof, including,
but not limited to, becoming a party to the Shareholders' Agreement relating to 
Corinphila Auktionen AG dated September 19, 2002. Purchaser hereby agrees to    
comply with the agreements and obligations set forth in Section 6 of the Share  
Purchase Agreement regarding Corinphila Auktionen AG dated September 19, 2002 to
the same extent as if it were the "Buyer" therein.                              

     7.4   Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Purchaser shall notify Seller in writing of (a) the occurrence or      
non-occurrence of any fact or event which could cause (i) any representation or 
warranty of Purchaser contained in this Agreement or the Registration Rights    
Agreement to be untrue, incorrect or incomplete in any material respect or (ii) 
any covenant, condition or agreement of Purchaser in this Agreement or the      
Registration Rights Agreement not to be performed, complied with or satisfied in
any material respect and (b) any failure of Purchaser to perform, comply with or
satisfy any covenant, condition or agreement to be performed, complied with or  
satisfied by Purchaser hereunder in any material respect; provided, however,    
that no such notification shall affect the representations or warranties of     
Purchaser or Seller's right to rely thereon. Purchaser shall give prompt notice 
in writing to Seller of any notice or other communication from any third-party  
alleging that the consent of such third-party is or may be required to be       
obtained by Purchaser in connection with the transactions contemplated by this  
Agreement.                                                                      

     7.5   Company Action. From the date hereof until Closing, Purchaser shall
not take any action which would make any of the representations or warranties of
Purchaser contained in this                                                     

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Agreement untrue or incorrect or prevent itself or any of its Subsidiaries from 
performing or cause itself or any of the Subsidiaries not to perform their      
respective covenants under this Agreement.                                      

ARTICLE VIII
CERTAIN OTHER AGREEMENTS

8.1   Proxy Statement; Stockholders Meeting.                        

   (a)   As promptly as practicable following the date hereof,
Purchaser shall file with the SEC the Proxy Statement with respect to the       
Stockholders Meeting. Purchaser shall use all reasonable efforts to cause the   
Proxy Statement to be mailed to Purchaser's stockholders as promptly as         
practicable after Purchaser reasonably concludes that the Proxy Statement is not
subject to further comment by the SEC. Seller shall provide Purchaser with all  
reasonable assistance in connection with the foregoing, provided that Seller    
shall have no obligation to provide any information that Seller determines is   
unduly burdensome.                                                              

     (b)   Purchaser and Seller shall take all actions (other than
qualifying to do business in any jurisdiction in which either is not now so     
qualified or to file a general consent to service of process) required to be    
taken under any applicable United States, state or foreign securities Laws in   
connection with the Share Issuance. Seller shall furnish to Purchaser all       
information concerning Seller, the Companies and the holders of capital stock of
each of the Companies and Seller as may be reasonably requested in connection   
with any such action and the preparation, filing and distribution of the Proxy  
Statement and any other filings necessitated by the transactions contemplated   
hereby, provided that Seller shall have no obligation to provide any information
that Seller determines is unduly burdensome. No filing of, or amendment or      
supplement to, or correspondence to the SEC or its staff with respect to, the   
Proxy Statement will be made by either Party, without providing the other Party 
a reasonable opportunity to review and comment thereon.                         

    (c)   Purchaser will advise Seller, promptly after Purchaser
receives notice thereof, of any request by the SEC for amendment of the Proxy   
Statement or comments thereon and responses thereto or requests by the SEC for  
additional information. If at any time prior to the Closing Date any information
relating to Purchaser or Seller, or any of their respective Affiliates, officers
or directors, should be discovered by Seller or Purchaser which should be set   
forth in an amendment or supplement to the Proxy Statement so that any of such  
document would not include any misstatement of a material fact or omit to state 
any material fact necessary to make the statements therein, in light of the     
circumstances under which they were made, not misleading, the Party which       
discovers such information shall promptly notify the other Party hereto and an  
appropriate amendment or supplement describing such information shall be        
promptly filed with the SEC and, to the extent required by law, disseminated to 
the stockholders of Purchaser.                                                  

   (d)   The Board of Directors of Purchaser shall unanimously
(excluding any interested director of Purchaser affiliated with Seller)         
recommend that Purchaser's stockholders vote in favor of the Share Issuance at  
the Stockholders Meeting and to take such other actions to effectuate as        
promptly as practicable the transaction contemplated hereby.                    

         (e)   The Proxy Statement shall include a statement to the effect
that the Board of Directors of Purchaser has unanimously (excluding any         
interested director of Purchaser affiliated with Seller) recommended that       
Purchaser's stockholders vote in favor of and adopt and approve the Share       
Issuance at the Stockholders' Meeting. Neither the Board of Directors of        
Purchaser nor any committee thereof shall withdraw, amend or modify, or propose 
or resolve to withdraw, amend or modify in a manner adverse to Seller, the      
unanimous (excluding any interested director of Purchaser affiliated with       

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Seller) recommendation of the Board of Directors of Purchaser that Purchaser's  
stockholders vote in favor of the Share Issuance. For purposes of this          
Agreement, said recommendation of the Board of Directors shall be deemed to have
been modified in a manner adverse to Seller if said recommendation shall no     
longer be unanimous.                                                            

        (f)   Purchaser shall, as soon as practicable following the date
hereof, establish a record date for, duly call, give notice of, convene and hold
the Stockholders Meeting as promptly as practicable for the purpose of voting   
upon the approval of the Share Issuance, and cause the Proxy Statement to be    
timely mailed to Purchaser's stockholders. Purchaser shall use all reasonable   
efforts to procure proxies in favor of the approval of the Share Issuance and   
will take all other action necessary or advisable to secure the vote or consent 
of its stockholders required under the rules of Nasdaq or Delaware law in       
connection with obtaining such approval.                                        

        (g)   Seller agrees to vote all shares of Purchaser Common Stock
beneficially owned by Seller or any of its Affiliates in favor of the Share     
Issuance at the Stockholders Meeting and to take such other actions to          
effectuate as promptly as practicable the transaction contemplated hereby.      

           (h)   Notwithstanding anything contained in Agreement the contrary,
Purchaser shall not be obligated to take the actions set forth in Sections      
8.1(d) and 8.1(e) hereof to the extent that such action is inconsistent with the
proper discharge of the fiduciary duties of the Board of Directors of Purchaser;
provided, however, that notwithstanding any such determination and, if the Board
of Directors of Purchaser withdraws its recommendation that Purchaser's         
stockholders vote in favor of the Share Issuance at the Stockholders Meeting,   
the Board shall put the matter of the Share Issuance to a vote by the           
stockholders of Purchaser at the Stockholders Meeting.                          

8.2   Access to Information; Confidentiality.                       

          (a)   Seller will cause the Companies to permit representatives of
Purchaser to have reasonable access at all reasonable times, and in a manner so 
as not to interfere with the normal business operations of the Companies, to the
senior management and personnel of the Companies and to provide Purchaser with  
copies of all books, records (including tax records), contracts, and documents  
of or pertaining to the Companies as shall be reasonably requested by Purchaser.

     (b)   Purchaser will permit representatives of Seller to have
reasonable access at all reasonable times, and in a manner so as not to         
interfere with the normal business operations of Purchaser, to the senior       
management and personnel of Purchaser and to provide Seller with copies of all  
books, records (including tax records), contracts, and documents of or          
pertaining to Purchaser as shall be reasonably requested by Seller.             

       (c)   During the term of this Agreement and for three (3) years
thereafter, each Party shall keep and shall cause its directors, officers,      
employees, representatives, agents and partners to keep confidential all        
Intellectual Property and all other proprietary information, including, without 
limitation, information relating to this Agreement, any contract or other       
business document or information obtained by a Party by reason of the           
transactions contemplated by this Agreement (collectively, "Confidential        
Information") of or concerning the other Party hereto or its Affiliates or its  
or their respective customers furnished it by such other Party or its           
representatives in connection with or pursuant to this Agreement, except to the 
extent that any information referred to above has been or is (i) independently  
developed by the Party without reference to such information, (ii) previously   
known by the Party to which it is furnished, (iii) in the public domain through 
no fault of such Party, (iv) later lawfully acquired from other sources by the  
Party to which it was furnished or (v) compelled to be disclosed by judicial or 
administrative process or, upon the advice of its counsel, by other requirements
of law; provided,                                                               

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however, that if a Party is so required to disclose Confidential Information,   
such Party shall promptly notify the other Party and reasonably cooperate with  
the other Party if it elects (at its expense) to seek to limit or avoid such    
disclosure by any lawful means. To the extent that Confidential Information     
provided by one Party to the other Party is Confidential Information of a third 
party and is subject to a confidentiality undertaking for a term in excess of   
(or with stricter conditions than) that provided in this Section 8.2 and so long
as such terms and conditions are disclosed by the one Party to the other, the   
Party receiving such Confidential Information shall be subject to the specific  
terms and conditions relating to such Confidential Information.                 

      8.3   Mutual Cooperation. Until the third anniversary of the Closing Date,
each Party, will use their reasonable efforts to provide to the other Party (the
"Requesting Party") such records and information and to make available to the   
Requesting Party such employees, in each case as may be reasonably requested in 
writing by the Requesting Party, for the purpose of assisting the Requesting    
Party in responding to governmental inquiries, making required governmental     
filings or defending or prosecuting any action or other proceeding involving any
Person other than the Party providing such information or records or making     
available such employees (the "Providing Party"); provided, however, that no    
Providing Party shall be required to (i) incur any out-of-pocket expenses, (ii) 
provide information, records or employees under circumstances which the         
Providing Party believes in its sole reasonable determination may expose it to  
liability to any Person or may prejudice any interest, commercial, legal or     
otherwise, of the Providing Party or (iii) take any action that in the Providing
Party's sole reasonable determination unreasonably interferes with its business.

   8.4   Public Announcements. The parties agree that any press release or
other public statement with respect to this Agreement or the transactions       
contemplated hereby shall be only as agreed upon in advance by Purchaser and    
Seller.                                                                         

8.5   Conveyance Taxes. Purchaser and Seller shall cooperate in the 
preparation, execution and filing of all returns, questionnaires, applications  
or other documents regarding any real property transfer or gains, sales, use,   
transfer, value added, stock transfer and stamp taxes, any transfer, recording, 
registration and other fees, and any similar taxes which become payable in      
connection with the transactions contemplated hereby that are required or       
permitted to be filed on or before the Closing Date. All of such taxes and      
expenses shall be borne by Seller.                                              

  8.6   Conduct Prior to Closing; Conduct of Business. During the period
from the date of this Agreement and continuing until the earlier of the         
termination of this Agreement pursuant to its terms and the Closing Date, Seller
and Purchaser each agrees as to itself to carry on its business, and to cause   
their respective Subsidiaries to carry on their business, in the usual, regular 
and ordinary course, in substantially the same manner as heretofore conducted   
and in compliance in all material respects with all applicable laws and         
regulations, pay its debts and taxes when due subject to good faith disputes    
over such debts or taxes, pay or perform its other obligations when due, and use
all reasonable efforts (and in any event no less than would be consistent with  
its past practices), to (i) preserve intact its present business organization,  
(ii) keep available the services of its present officers and key employees and  
(iii) preserve its relationships with third parties with which it has business  
dealings. In addition, Purchaser will promptly notify Seller and Seller will    
promptly notify Purchaser, of any material event involving its respective       
business or operations, and of any event that could reasonably be expected to   
have a Material Adverse Effect.                                                 

   (a)   In addition, except as permitted by the terms of this
Agreement, without the prior written consent of Seller, during the period from  
the date of this Agreement and continuing until the earlier of the termination  
of this Agreement and the Closing Date, except as set forth in Schedule 8.6 of  

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the Purchaser's Disclosure Schedule, Purchaser shall not do any of the following
and shall not permit its Subsidiaries to do any of the following:               

            (i)   Waive any stock repurchase rights, accelerate, amend or change
      the period of exercisability of any options or restricted stock or reprise
   options granted under any employee, consultant, director or other stock
      plans or authorize cash payments in exchange for any options granted under
  any of such plans except as required by the terms of such plans or any
   related agreements or employment agreements in effect as of the date of
this Agreement;                                                     

      (ii)  Grant any severance or termination pay to any officer or
 employee except pursuant to written agreements in effect, or policies
   existing, on the date hereof and as previously disclosed in Purchaser's
Disclosure Schedule, or adopt any new severance plan;               

          (iii) Declare, set aside or pay any dividends on or make any other
    distributions (whether in cash, stock, equity securities or property) in
    respect of any capital stock or split, combine or reclassify any capital
stock or issue or authorize the issuance of any other securities in 
respect of, in lieu of or in substitution for, any capital stock;   

            (iv)  Purchase, redeem or otherwise acquire, directly or indirectly,
any shares of its capital stock;                                    

           (v)   Issue, deliver, sell, authorize, pledge or otherwise encumber
    any shares of capital stock or any securities convertible into shares of
   capital stock, or subscriptions, rights, warrants or options to acquire
    any shares of capital stock or any securities convertible into shares of
capital stock, or enter into other agreements or commitments of any 
character obligating it to issue any such shares or convertible     
    securities, other than the issuance, delivery and/or sale of Purchaser's
      Shares pursuant to the exercise of options outstanding on the date of this
Agreement; or                                                       

        (vi)  Cause, permit or propose any amendments to its Constituent
     Documents or other charter documents (or similar governing instruments of
any of its Subsidiaries).                                           

ARTICLE IX
 INDEMNIFICATION

9.1   Survival. The representations and warranties of the Parties   
contained in this Agreement, shall survive the Closing and shall continue in    
full force and effect (a) in the case of the representations and warranties of  
Seller, for the Survival Period and (b) in the case of the representations and  
warranties of Purchaser, until the expiration of the applicable statute of      
limitations with respect to the matter to which the claim relates.              
Notwithstanding the foregoing, any representation or warranty in respect of     
which indemnity may be sought hereunder shall survive the time at which it would
otherwise terminate pursuant to this Section 9.1 if notice of the breach thereof
shall have been given to the Party against whom such indemnity may be sought    
prior to the expiration of the applicable survival period. The Parties'         
covenants and agreements under this Agreement shall survive the Closing         
indefinitely unless a shorter period of performance is specified with respect to
such covenant or agreement.                                                     

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9.2   Indemnification by Seller.                                    

        (a)   Subject to Sections 9.2(b) and 9.5, Seller shall indemnify
Purchaser and its Affiliates, directors, principals, officers, employees,       
independent contractors, agents and representatives, in their capacities as     
such, and the successors, heirs and personal representatives of any of them     
(collectively, "Purchaser Indemnified Parties") and hold them harmless from any 
and all claims, suits, actions, proceedings, investigations, judgments, damages,
losses, liabilities and expenses (including, reasonable expenses of             
investigation and attorneys' fees and expenses) (collectively, "Damages")       
incurred or suffered by any Purchaser Indemnified Party arising out of or       
relating to any breach or inaccuracy of any representation, warranty, covenant  
or other agreement of Seller contained herein (including the Exhibits and       
Schedules attached hereto) or any instruments delivered by Seller pursuant to   
this Agreement.                                                                 

       (b)   Notwithstanding Section 9.2(a), Seller shall not have any
obligation to indemnify the Purchaser Indemnified Parties from and against any  
Damages under Section 9.2(a) until the Purchaser Indemnified Parties have       
suffered aggregate Damages under this Agreement and under all other agreements  
by and between Purchaser and Seller that are in effect as of the date hereof in 
excess of US$2.5 million, and in such case, Seller's obligation to indemnify    
shall only apply to Damages in excess of such US $2.5 million.                  

    9.3   Indemnification by Purchaser. Purchaser shall indemnify Seller and
its Affiliates, directors, principals, officers, directors, employees,          
independent contractors, agents and representatives, in their capacities as     
such, and the successors, heirs and personal representatives of any of them     
(collectively, the "Seller Indemnified Parties") and hold them harmless from any
and all Damages incurred or suffered by any Seller Indemnified Party arising out
of or relating to (i) any breach or inaccuracy of any representation, warranty, 
covenant or other agreement of Purchaser contained herein (including the        
Exhibits and Schedules attached hereto) or any instruments delivered by         
Purchaser pursuant to this Agreement.                                           

9.4   Indemnification; Notice and Settlements. A party seeking      
indemnification pursuant to Section 9.2 or 9.3 (an "Indemnified Party") with    
respect to a claim, action or proceeding by a person who is not a Purchaser     
Indemnified Party or a Seller Indemnified Party shall give prompt written notice
to the Party from whom such indemnification is sought (the "Indemnifying Party")
of the assertion of any claim, or the commencement of any action or proceeding, 
in respect of which indemnity may be sought hereunder; provided that the failure
to give such notice shall not affect the Indemnified Party's rights to          
indemnification hereunder, except to the extent such failure shall actually     
prejudice in any material respect the Indemnifying Party's ability to defend    
such claim, action or proceeding. The Indemnifying Party shall have the right to
assume the defense of any such action or proceeding at its expense, with counsel
approved by the Indemnified Party (which approval will not be unreasonably      
withheld). If the Indemnifying Party shall elect not to assume the defense of   
any such action or proceeding, or fails to make such an election within 20 days 
after it receives such notice pursuant to the first sentence of this Section    
9.4, the Indemnified Party may assume such defense at the expense of the        
Indemnifying Party. The Indemnified Party shall have the right to participate in
(but not control) the defense of an action or proceeding defended by the        
Indemnifying Party hereunder and to retain its own counsel in connection with   
such action or proceeding, but the fees and expenses of such counsel shall be at
the Indemnified Party's expense unless (i) the Indemnifying Party and the       
Indemnified Party have mutually agreed in writing to the retention of such      
counsel or (ii) the named parties in any such action or proceeding (including   
impleaded parties) include the Indemnifying Party and the Indemnified Party, and
representation of the Indemnifying Party and the Indemnified Party by the same  
counsel would create a conflict (in which case the Indemnifying Party shall not 
be permitted to assume the defense of such claim, action or proceeding);        
provided that, unless otherwise agreed by the Indemnifying Party, if the        

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Indemnifying Party is obligated to pay the fees and expenses of such counsel,   
the Indemnifying Party shall be obligated to pay only the fees and expenses     
associated with one attorney or law firm (plus local counsel as required), as   
applicable, for the Indemnified Party. An Indemnifying Party shall not be liable
under Section 9.2 or 9.3 for any settlement effected without its written        
consent, which consent will not be unreasonably withheld, of any claim, action  
or proceeding in respect of which indemnity may be sought hereunder.            

     9.5   Purchaser's Sole Remedy. Purchaser's right to indemnification under
this Article IX is the exclusive remedy of Purchaser with respect to any claim  
whatsoever which Purchaser may have against Seller arising out of or relating to
this Agreement (or the breach thereof).                                         

 ARTICLE X
 CLOSING

   10.1  Closing Date. The closing of the transactions contemplated hereby
(the "Closing") shall be held on the day of the Stockholders Meeting at 10:00   
a.m., prevailing local time, at the offices of Kramer Levin Naftalis & Frankel  
LLP, 919 Third Avenue, New York, NY 10022 U.S.A. The date on which the Closing  
actually occurs is herein referred to as the "Closing Date".                    

10.2  Deliverables at Closing.                                      

          (a)   Deliveries at Closing by Seller. At or prior to the Closing,
Seller shall deliver or cause to be delivered to Purchaser:                     

                  (i)   evidence, reasonably satisfactory to Purchaser, that all
   of the Sale Shares have been duly and effectively assigned,
        transferred and delivered to Purchaser and that Purchaser is the
owner of all of the Sale Shares;                        

                 (ii)  the Registration Rights Agreement (executed by Seller);

          (iii) the certificate contemplated by Section 11.1(c);

                 (iv)  any and all consents that may be required to consummate
           the transactions contemplated by this Agreement with respect to the
Companies; and                                          

        (v)   an opinion of counsel to Seller, customary for
         transactions of this type and mutually acceptable to the Parties,
dated as of the Closing Date.                           

           (b) Deliveries at Closing by Purchaser. At or prior to the Closing,
Purchaser shall deliver or cause to be delivered to Seller                      

         (i)   certificates representing the Purchaser Shares,
registered in the name of Seller;                       

        (ii)  the Registration Rights Agreement (executed by
Purchaser);                                             

          (iii) the certificate contemplated by Section 11.2(c);

                 (iv)  any and all consents that may be required to consummate
           the transactions contemplated by this Agreement with respect to the
Purchaser; and                                          

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           (v)   an opinion of counsel to Purchaser, customary for
         transactions of this type and mutually acceptable to the Parties,
dated as of the Closing Date.                           

ARTICLE XI
CONDITIONS PRECEDENT

11.1  Conditions Precedent to Purchaser's Closing Obligations. All  
obligations of Purchaser hereunder are subject, at the option of Purchaser, to  
the fulfillment of each of the following conditions at or prior to the Closing, 
and Seller shall use its best efforts to cause each such condition to be so     
fulfilled:                                                                      

           (a)   All representations and warranties of Seller contained herein
or in any document or certificate delivered pursuant hereto relating to the     
Seller and/or the Companies shall be true and correct in all material respects  
when made and shall be deemed to have been made again at and as of the Closing  
Date, and shall then be true and correct in all material respects.              

       (b)   All covenants, agreements and obligations required by the
terms of this Agreement to be performed by Seller at or before the Closing shall
have been duly and properly performed in all material respects.                 

         (c)  There shall be delivered to Purchaser a certificate executed
by the President and Secretary of Seller, dated the date of the Closing,        
certifying to the best knowledge of such person after due investigation that the
conditions set forth in paragraphs (a) and (b) of this Section 11.1 have been   
fulfilled.                                                                      

         (d)   The Share Issuance shall have been adopted by the requisite
vote of the stockholders of Purchaser.                                          

   (e)   Purchaser shall not have received any notice or other
communication from Nasdaq that Nasdaq requires that Purchaser and/or Seller must
meet Nasdaq's initial listing standards in connection with the transactions     
contemplated by this Agreement.                                                 

        (f)   No action, suit, or proceeding shall be pending before any
court or quasi-judicial or other Governmental Authority or before any arbitrator
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of the transactions contemplated by this Agreement, (ii)   
cause any of the transactions contemplated by this Agreement to be rescinded    
following consummation, or (iii) affect in a manner that would have a Material  
Adverse Effect or otherwise affect the right of Purchaser to own the Sale Shares
and to operate the Businesses of the Companies.                                 

  11.2  Conditions Precedent to Seller's Obligations. All obligations of
Seller hereunder are subject, at the option of Seller, to the fulfillment of    
each of the following conditions at or prior to the Closing, and Purchaser shall
use its best efforts to cause each such condition to be so fulfilled:           

       (a)   All representations and warranties of Purchaser contained
herein or in any document or certificate delivered pursuant hereto shall be true
and correct when made and shall be deemed to have been made again at and as of  
the date of the Closing, and shall then be true and correct in all material     
respects.                                                                       

       (b)   All covenants, agreements and obligations required by the
terms of this Agreement to be performed by Purchaser at or before the Closing   
shall have been duly and properly performed in all material respects.           

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          (c)   There shall be delivered to Seller a certificate executed by
the Chief Executive Officer and Secretary of Purchaser, dated the date of the   
Closing, certifying to the best knowledge of such persons after due             
investigation that the conditions set forth in paragraphs (a) and (b), of this  
Section 11.2 have been fulfilled.                                               

        (d)   No action, suit, or proceeding shall be pending before any
court or quasi-judicial or other Governmental Authority or before any arbitrator
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of any of the transactions contemplated by this Agreement  
or (ii) cause any of the transactions contemplated by this Agreement to be      
rescinded following consummation (and no such injunction, judgment, order,      
decree, ruling, or charge shall be in effect) or (iii) affect in a manner that  
would have a Material Adverse Effect or otherwise affect the right of Seller to 
own the Purchaser Shares and to exercise its rights with respect thereto.       

         (e)   Purchaser's common stock shall continue to be listed on the
Nasdaq National Market System and Purchaser shall not have received any notice  
or other communication from Nasdaq threatening to delist Purchaser from the     
Nasdaq National Market System. The Purchaser Shares shall have been approved for
listing on Nasdaq subject to issuance.                                          

         (f)   The Share Issuance shall have been adopted by the requisite
vote of the stockholders of Purchaser.                                          

   (g)   Purchaser shall not have received any notice or other
communication from Nasdaq that Nasdaq requires, or is concerned that it may     
require, that Purchaser and/or Seller must meet Nasdaq's initial listing        
standards in connection with the transactions contemplated by this Agreement.   

            (h)   Purchaser shall have delivered a letter to the shareholders of
Corinphila Auktionen AG substantially in the form of the letter attached hereto 
as Exhibit B.                                                                   

 ARTICLE XII
 TERMINATION

12.1  Termination of Agreement.                                     

         (a) Certain of the Parties hereto may terminate this Agreement as
provided below:                                                                 

              (i)   Purchaser and Seller may terminate this Agreement by
mutual written consent at any time prior to the Closing;

           (ii)  Purchaser may, at its option, also terminate this
         Agreement by giving written notice to Seller at any time prior to
   the Closing (A) if and in the event Seller has breached any
         representation, warranty, or covenant contained in this Agreement
          which has resulted in or that may reasonably be expected to result
          in a Material Adverse Effect, Purchaser has notified Seller of the
            breach, and the breach has continued without cure for a period of 30
          days after the notice of breach, (B) if the Closing shall not have
          occurred on or before September 30, 2003, by reason of the failure
           of any condition precedent under Section 11.1(a) hereof (unless the
     failure results primarily from Purchaser itself breaching any
           representation, warranty, or covenant contained in this Agreement),
    or (C) if Purchaser's stockholders fail to approve the Share
Issuance at the Stockholders Meeting;                   

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                (iii) Seller may, at its option, terminate this Agreement by
           giving written notice to Purchaser at any time prior to the Closing
   (A) in the event Purchaser has breached any representation,
            warranty, or covenant contained in this Agreement which has resulted
     in or that may reasonably be expected to result in a Material
            Adverse Effect, Seller has notified Purchaser of the breach, and the
           breach has continued without cure for a period of 30 days after the
            notice of breach or (B) if the Closing shall not have occurred on or
            before September 30, 2003, by reason of the failure of any condition
          precedent under Section 11.1(b) hereof (unless the failure results
primarily from Seller or its Affiliates breaching any   
           representation, warranty, or covenant contained in this Agreement),
    or (C) if Purchaser's stockholders fail to approve the Share
Issuance at the Stockholders Meeting;                   

provided, however, that the Party seeking termination pursuant to clause (ii)(A)
or (iii)(A) is not then itself in breach in a material respect of any of its    
representations, warranties or covenants contained in this Agreement.           

        (b)   If any Party terminates this Agreement pursuant to Section
12.1(a) above, all rights and obligations of the Parties hereunder shall        
terminate without any liability of any Party to any other Party (except for any 
Liability of any Party then in breach); provided, however, that the             
confidentiality provisions contained in Section 8.2 and the indemnification     
provisions contained in Article IX shall survive termination.                   

ARTICLE XIII
 MISCELLANEOUS

13.1  Entire Agreement. This Agreement, including the Schedules and 
Exhibits hereto, and the documents and instruments to be executed and delivered 
pursuant hereto constitute the entire agreement among the Parties with respect  
to the subject matter hereof, supercede all prior agreements and understandings 
among the Parties with respect thereto, and no Party shall be liable or bound to
any other Party in any manner by any promises, conditions, warranties,          
representations, or covenants except as specifically set forth herein or        
therein.                                                                        

    13.2  Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and 
assigns of the Parties; provided, however, that no Party may assign this        
Agreement without prior written consent of the other; except that any or all of 
Purchaser's rights hereunder may be assigned to any direct or indirect          
wholly-owned subsidiary of Purchaser. Nothing in this Agreement, express or     
implied, is intended to confer upon any party other than the Parties hereto or  
their respective successors and permitted assigns any rights, remedies,         
obligations, or liabilities under or by reason of this Agreement, except as     
expressly provided in this Agreement.                                           

    13.3  Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from 
this Agreement and the balance of the Agreement shall be interpreted as if such 
provision were so excluded and shall be enforceable in accordance with its      
terms.                                                                          

     13.4  Amendments and Waivers. This Agreement may not be modified, nor may
any term or provision hereof be waived or discharged, except by an instrument in
writing signed by the Party against whom enforcement of such modification,      
waiver or discharge is sought. No such waiver or discharge shall be deemed to be
or shall constitute a waiver or discharge with respect to any other terms or    
provisions of this Agreement, whether or not similar. Each such waiver or       
discharge shall be effective                                                    

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only in the specific instance and for the purpose for which it was given, and   
shall not constitute a continuing waiver or discharge.                          

13.5  Governing Law; Consent to Jurisdiction.                       

  (a)   This Agreement shall be governed by and construed in
accordance with, the internal Laws of the State of New York applicable to       
contracts executed and fully performed within the State of New York.            

         (b)   Seller and Purchaser each hereby irrevocably submits to the
jurisdiction of any New York State or Federal Court sitting in the City and     
County of New York in respect of any suit, action or proceeding arising out of  
or relating to this Agreement, and irrevocably accepts for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid   
courts. Seller and Purchaser each irrevocably waives, to the fullest extent such
Party may effectively do so under applicable Law, trial by jury and any         
objection that such Party may now or hereafter have to the laying of venue of   
any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought  
in an inconvenient forum. Nothing herein shall affect the right of any Party    
hereto to serve process in any manner permitted by Law or to commence legal     
proceedings or otherwise proceed against the other Party in any other           
jurisdiction.                                                                   

           (c)   Seller will at all times have an authorized agent in the City
of New York upon whom process may be served in any legal action or proceeding   
arising out of or relating to this Agreement. Service of process upon such agent
and written notice of such service mailed or delivered to Seller shall to the   
extent permitted by law be deemed in every respect effective service of process 
upon Seller in any such legal action or proceeding. The Seller shall irrevocably
appoint Cuatrecasas LLP as its agent for such purpose in New York, and covenants
and agrees that service of process in any suit, action or proceeding may be made
upon it at the office of such agent at 110 East 55th Street, New York, New York 
10022, attn: Javier Villasante (or at such other address or, at the office of   
such other authorized agent as the Seller may designate by written notice to    
Purchaser). As an alternative method of service, Seller also irrevocably        
consents to the service of any and all process in any such action or proceeding 
in such New York State or Federal court sitting in the City of New York by the  
mailing of copies of such process to it at its address specified in Section 13.8
hereof.                                                                         

13.6  Counterparts. This Agreement may be executed in two or more   
counterparts (and by facsimile), each of which shall be deemed an original, but 
all of which together shall constitute one and the same instrument.             

    13.7  Interpretation. The Parties hereto acknowledge and agree that: (i)
each Party and its counsel reviewed and negotiated the terms and provisions of  
this Agreement and have contributed to its revision; (ii) the rule of           
construction to the effect that any ambiguities are resolved against the        
drafting Party shall not be employed in the interpretation of this Agreement;   
and (iii) the terms and provisions of this Agreement shall be construed fairly  
as to all Parties hereto and not in favor of or against any Party, regardless of
which Party was generally responsible for the preparation of this Agreement.    

      13.8  Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively  
given (i) upon delivery, if delivered personally, (ii) five (5) Business Days   
after deposit in the mail, if sent by registered or certified mail, return      
receipt requested, postage prepaid, (iii) the third Business Day after deposit  
with an internationally recognized overnight courier service, if sent by courier
service, or (iv) upon confirmation of receipt, if sent by facsimile             
transmission, and, in any case, properly addressed to the Parties as follows:   

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IF TO PURCHASER:        Greg Manning Auctions, Inc.                             
775 Passaic Avenue              
West Caldwell, New Jersey       
U.S.A.                          
Attn: President                 
Fax: 973-882-2981               

                   with a copy to (which shall not constitute notice):

   Kramer Levin Naftalis & Frankel LLP
919 Third Avenue                
New York, New York 10022        
Attn: Scott S. Rosenblum        
Fax: (212) 715-8000             

IF TO SELLER:           Auctentia, S.L.                                         
Joaquin Maria Lopez             
8 bis 28015                     
Madrid                          
Spain                           
Attn: Esteban Perez             
Fax: 91-535-76-81               

                   with a copy to (which shall not constitute notice):

Cuatrecasas LLP                 
110 E. 55th Street              
New York, New York 10022        
Attn: Javier Villasante         
Fax: 212-758-1028               

                   with a copy to (which shall not constitute notice):

        Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue                 
New York, New York 10178        
Attn: Jeffrey N. Ostrager       
Fax: 212-697-1559               

                   with a copy to (which shall not constitute notice):

Afinsa Bienes Tangibles, S.A.   
Lagasca 88, 28001               
Madrid                          
Spain                           
Attn: Juan Antonio Cano         
Fax: 34-91-576-1105             

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or to such other address or addresses as a Party may from time to time designate
as to itself, by notice as provided herein, provided that any such notice shall 
be deemed effectively given only upon receipt.                                  

        13.9  Expenses. Each of the Parties shall bear its own expenses,
including but not limited to counsel and accounting fees, in connection with the
transactions contemplated hereby. Seller agrees to pay any transfer Taxes that  
may be payable in connection with the execution, delivery and performance of    
this Agreement or the transfer of any or all of the Sale Shares, and shall      
indemnify Purchaser against any Liability for payment thereof and shall furnish 
to Purchaser evidence of payment upon request. Seller shall prepare and file any
required Tax returns and other required documents with respect to such Taxes.   

       13.10 Further Assurances. Each of Seller and Purchaser agree to
execute and deliver, from time to time as necessary or desirable, at its own    
expense, such further documents and instruments, and to perform such additional 
acts as Purchaser or Seller may reasonably request to effectuate or carry out   
and perform all the terms, provisions and conditions of this Agreement and the  
transactions contemplated hereby and to effectuate the intent and purposes      
hereof.                                                                         

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Share Purchase   
Agreement as of the date first written above.                                   

                   AUCTENTIA, S.L.

                                 By: /s/ Esteban Perez Herrero
                                              ------------------------------
                               Name: Esteban Perez Herrero
                             Title: Executive Chairman

                               GREG MANNING AUCTIONS, INC.

                        By: /s/ Greg Manning
                                              ------------------------------
                      Name: Greg Manning
                                  Title: Chief Executive Officer

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Schedule A
 List of the Companies

The Companies                                 Percentage Ownership              
-------------                                 --------------------              
Heinrich Kohler Berliner                      66.67%                            
Briefmarken-Auktionen GmbH                                                      
Heinrich Kohler Auktionshaus GmbH & Co.       100%                              
KG                                                                              
Heinrich Kohler Briefmarkenhandel GmbH        100%                              
& Co. KG                                                                        
Heinrich Kohler Verwaltungs GmbH.             100%                              
Auctentia Deutschland GmbH                    100%                              
Auctentia Subastas S.L.                       100%                              
Corinphila Auktionen AG                       65%                               

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 Exhibit A

 Form of Registration Rights Agreement

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 Exhibit B

 Form of Letter to Corinphila Shareholders

 [Letterhead of Greg Manning Auctions, Inc.]

[DATE]                                                                          

By Registered Mail                                                              

[address]                                                                       

Re: Acquisition of the Participation of Auctentia, S.A. ("Auctentia") in        
Corinphila Auktionen AG, Zurich (the "Company") by Greg Manning Auctions,       
Inc.                                                                            

Gentlemen:                                                                      

As you know, Auctentia has transferred and assigned to us its 65% interest in   
the Company , effective the date hereof.                                        

Pursuant to section 7.5 of the Shareholders' Agreement between Auctentia and    
yourselves, dated 19 September 2002 ("Agreement"), we hereby offer to join the  
Agreement and to accept its terms as a party thereto.                           

Pursuant to the Agreement, this offer shall remain valid until the expiration of
30 days from the date hereof and you shall inform us whether you accept this    
offer within such period to the address set forth above.                        

Sincerely,                                                                      

---------------------                                                           
President and                                                                   
Chief Executive Officer                                                         

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                                                                          Page
                                                                          ----

ARTICLE I      DEFINITIONS...................................................1  
    1.1      Definitions...................................................1

ARTICLE II     PURCHASE AND SALE; CONSIDERATION..............................5  
    2.1      Purchase and Sale.............................................5
    2.2      Consideration.................................................5

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING              
             SELLER........................................................5
    3.1      Ownership.....................................................5
    3.2      Organization, Good Standing and Qualification.................5
    3.3      Authorization; Enforcement; Validity..........................5
    3.4      No Violations or Conflicts....................................6
    3.5      Consents and Approvals........................................6
    3.6      Litigation....................................................6
    3.7      Brokers and Finders...........................................6
    3.8      Investment Representations....................................6
    3.9      Representation Disclaimer.....................................8

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING              
             THE COMPANIES.................................................8
    4.1      Organization, Good Standing and Qualification.................8
    4.2      Capitalization................................................8
    4.3      No Violations or Conflicts....................................9
    4.4      Consents and Approvals........................................9
    4.5      Financial Statements..........................................9
    4.6      Absence of Certain Changes....................................9
    4.7      Insurance....................................................11
    4.8      No Materially Adverse Contracts, Etc.........................11
    4.9      Contracts and Commitments....................................11
    4.10     Litigation...................................................11
    4.11     Intellectual Property........................................12
    4.12     Compliance with Laws.........................................12
    4.13     Licenses and Permits.........................................12
    4.14     Title to Properties; Absence of Encumbrances; Condition......12
    4.15     Inventories..................................................13
    4.16     Books and Records............................................13
    4.17     Employees....................................................13
    4.18     Taxes........................................................13
    4.19     Undisclosed Liabilities......................................14
    4.20     Environmental Matters........................................14
    4.21     Payables.....................................................14
    4.22     Receivables..................................................14
    4.23     Guaranties...................................................14
    4.24     Restrictions on Business Activities..........................14
    4.25     Bank Accounts/Powers of Attorney.............................14
    4.26     Certain Payments.............................................14
    4.27     Information Supplied.........................................15
    4.28     Auctentia Subastas S.L.......................................15

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                                                                          ----

ARTICLE V      REPRESENTATIONS AND WARRANTIES OF PURCHASER..................15  
    5.1      Organization, Good Standing and Qualification................15
    5.2      Subsidiaries.................................................15
    5.3      Authorization; Enforcement; Validity.........................16
    5.4      Capitalization...............................................16
    5.5      No Violations or Conflicts...................................16
    5.6      Consents and Approvals.......................................17
    5.7      The Purchaser Shares.........................................17
    5.8      SEC Documents; Financial Statements..........................17
    5.9      Absence of Certain Changes...................................18
    5.10     Litigation...................................................20
    5.11     No General Solicitation......................................20
    5.12     No Integrated Offering.......................................20
    5.13     Intellectual Property Rights.................................20
    5.14     Insurance....................................................20
    5.15     Licenses and Permits.........................................21
    5.16     No Materially Adverse Contracts, Etc.........................21
    5.17     Tax Status...................................................21
    5.18     Transactions With Affiliates.................................21
    5.19     Application of Takeover Protections..........................21
    5.20     Foreign Corrupt Practices....................................21
    5.21     Effect of Transaction........................................22
    5.22     Change of Control Payments...................................22
    5.23     Information Supplied.........................................22
    5.24     Brokers and Finders..........................................22
    5.25     Fairness Opinion.............................................22

ARTICLE VI     COVENANTS OF SELLER..........................................23  
    6.1      Certain Filings..............................................23
    6.2      Consents and Approvals.......................................23
    6.3      Further Assurances...........................................23
    6.4      Notification of Certain Matters..............................23
    6.5      Company Information..........................................23
    6.6      Company Action...............................................23
    6.7      Restriction on Transfer of Purchaser Shares..................24
    6.8      Asset Transfer to Subastas...................................24

ARTICLE VII    COVENANTS OF PURCHASER.......................................24  
    7.1      Certain Filings..............................................24
    7.2      Consents and Approvals.......................................24
    7.3      Further Assurances...........................................24
    7.4      Notification of Certain Matters..............................24
    7.5      Company Action...............................................24

ARTICLE VIII   CERTAIN OTHER AGREEMENTS.....................................25  
    8.1      Proxy Statement; Stockholders Meeting........................25
    8.2      Access to Information; Confidentiality.......................26

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    8.3      Mutual Cooperation...........................................27
    8.4      Public Announcements.........................................27
    8.5      Conveyance Taxes.............................................27
    8.6      Conduct Prior to Closing; Conduct of Business................27

ARTICLE IX     INDEMNIFICATION..............................................28  
    9.1      Survival.....................................................28
    9.2      Indemnification by Seller....................................29
    9.3      Indemnification by Purchaser.................................29
    9.4      Indemnification; Notice and Settlements......................29
    9.5      Purchaser's Sole Remedy......................................30

ARTICLE X      CLOSING......................................................30  
    10.1     Closing Date.................................................30
    10.2     Deliverables at Closing......................................30

ARTICLE XI     CONDITIONS PRECEDENT.........................................31  
    11.1     Conditions Precedent to Purchaser's Closing Obligations......31
    11.2     Conditions Precedent to Seller's Obligations.................31

ARTICLE XII    TERMINATION..................................................32  
    12.1     Termination of Agreement.....................................32

ARTICLE XIII   MISCELLANEOUS................................................33  
    13.1     Entire Agreement.............................................33
    13.2     Successors and Assigns.......................................33
    13.3     Severability.................................................33
    13.4     Amendments and Waivers.......................................33
    13.5     Governing Law; Consent to Jurisdiction.......................34
    13.6     Counterparts.................................................34
    13.7     Interpretation...............................................34
    13.8     Notices......................................................34
    13.9     Expenses.....................................................36
    13.10    Further Assurances...........................................36

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Appendix B

Inventory Purchase Agreement

B-1 

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INVENTORY PURCHASE AGREEMENT

by and between

 AUCTENTIA, S.L.

("Seller")

 and

 GREG MANNING AUCTIONS, INC.

 ("Purchaser")

------------------------- 

Dated January 23, 2003

------------------------- 

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INVENTORY PURCHASE AGREEMENT

  This Inventory Purchase Agreement (this "Agreement") is made as of the
23rd day of January, 2003, by and between AUCTENTIA, S.L., a Spanish limited    
liability company ("Seller"), and GREG MANNING AUCTIONS, INC., a Delaware       
corporation ("Purchaser").                                                      

RECITALS

      WHEREAS, Seller's parent company, Afinsa Bienes Tangibles, S.A. ("Afinsa")
is engaged directly, or through its Subsidiaries (including Seller), in the     
businesses of providing intermediation in the philatelic, fine art and other    
collectible markets, between clients who search for alternative investments and 
collectors, dealers and other agents of such markets;                           

    WHEREAS, prior to the date hereof, Afinsa owned the stamps, collectibles
and other assets set forth on Schedule A hereto (the "Assets");                 

WHEREAS, on December 12, 2002 (the "Contribution Date"), Afinsa     
contributed, transferred and assigned all of its right, title and interest in   
and to the Assets to its wholly owned subsidiary, GMAI Auctentia Central de     
Compras, S.L., a Spanish limited liability company (the "Company");             

   WHEREAS, on December 27, 2002 (the "Transfer Date"), Afinsa transferred
all of the outstanding membership interests or other ownership interests of the 
Company (the "Sale Units") to Seller;                                           

WHEREAS, Seller, as of the date hereof, owns all of the Sale Units; 

      WHEREAS, Purchaser desires to acquire all of the Sale Units and to own the
Company and the Assets and Seller desires to sell the same, on the terms and    
conditions hereinafter contained;                                               

 WHEREAS, Seller and Purchaser desire to make certain representations,
warranties and agreements in connection with, and establish various conditions  
precedent to, the sale and purchase of the Sale Units and the transactions      
contemplated hereby; and                                                        

NOW, THEREFORE, in consideration of the foregoing premises and the  
respective representations, warranties, covenants and agreements herein         
contained, and intending to be legally bound hereby, the parties hereby agree as
follows:                                                                        

ARTICLE I 
 DEFINITIONS

  1.1 Definitions. Unless otherwise provided herein, the following terms
used in this Agreement shall have the meanings set forth below:                 

     "Accredited Investor" shall have the meaning set forth in Section 3.8(a).

 "Affiliate" shall mean, with respect to a specified Person, any other
Person that directly or indirectly, through one or more intermediaries,         
controls, is controlled by or is under common control with, such specified      
Person. For purposes of this definition, "control," when used with respect to   
any Person, means the power to direct the management and policies of such       
Person, directly or indirectly, whether through the ownership of voting         
securities, by contract or otherwise and the terms "affiliated," "controlling"  
and "controlled" shall have meanings correlative to the foregoing.              

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"Afinsa" shall have the meaning set forth in the Recitals.          

"Agreement" shall mean this Agreement, including the Schedules and  
Exhibits hereto, as the same may be amended from time to time.                  

      "Assets" shall have the meaning set forth in the Recitals and as set forth
on Schedule A.                                                                  

     "Business Day" means any day (except a Saturday or Sunday) on which banks
are generally open for business in New York City, United States of America, and 
in Madrid, Spain.                                                               

"Closing" shall have the meaning set forth in Section 10.1.         

"Closing Date" shall have the meaning set forth in Section 10.1.    

"Company" shall have the meaning set forth in the Recitals.         

  "Company Information" shall have the meaning set forth in Section 6.5.

  "Confidential Information" shall have the meaning set forth in Section
8.2(c).                                                                         

     "Constituent Documents" shall mean, with respect to a Person, its primary
formation and organizational documents.                                         

 "Contribution Date" shall have the meaning set forth in the Recitals.

"Damages" shall have the meaning set forth in Section 9.2(a).       

"Encumbrances" shall mean any mortgages, liens, pledges, security   
interests, leases, options or rights of third persons to acquire or lease,      
charges, adverse interests, judgments, claims, encumbrances, restrictions or    
defects of any nature whatsoever.                                               

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.                

"GAAP" shall mean U.S. generally accepted accounting principles,    
consistently applied, except that with respect to any Person whose financial    
statements are not prepared in accordance with U.S. generally accepted          
accounting principles, GAAP shall mean the generally accepted accounting        
principles of the Person's relevant jurisdiction consistently applied.          

"Governmental Authority" shall mean any public body, governmental,  
administrative or regulatory authority, agency, instrumentality or commission,  
including courts of competent jurisdiction and arbitral tribunals, whether in   
the United States of America, Spain, or the jurisdiction of organization and/or 
operation of the Company or Purchaser (and its Subsidiaries), internationally or
locally.                                                                        

"Indemnified Party" shall have the meaning set forth in Section 9.4.

 "Indemnifying Party" shall have the meaning set forth in Section 9.4.

     "Laws" shall mean any statutes, ordinances, rules, regulations, orders or
other laws of any Governmental Authority.                                       

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     "Liability" shall mean any liability, debt or obligation of whatever kind
or nature, whether primary or secondary, whether direct or indirect, whether    
known or unknown, whether asserted or unasserted, whether fixed, absolute or    
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,   
and whether due or to become due and including without limitation any unasserted
claims and any contractual obligations.                                         

"Material Adverse Effect" shall mean the occurrence of any facts or 
circumstances that has or is reasonably expected to result in a material adverse
effect on (i) the business, operations, assets, condition (financial or         
otherwise), liabilities, results of operations or prospects (excluding the      
effects of the transactions contemplated hereof) of Purchaser or any of its     
Subsidiaries or of the Company, taken as a whole, as the case may be, or (ii)   
the consummation of the transactions provided for in this Agreement.            

"Nasdaq" shall have the meaning set forth in Section 5.7.           

   "Party" or "Parties" shall mean any party or parties to this Agreement.

   "Permits" shall mean, with respect to a specified Person, all licenses,
franchises, permits or other similar authorizations affecting or relating to the
operation of such Person's business and operations.                             

"Person" means an individual, partnership, venture, unincorporated  
association, organization, syndicate, corporation, limited liability company or 
other entity, trust and trustee, executor, administrator or other legal or      
personal representative or any Governmental Authority.                          

"Providing Party" shall have the meaning set forth in Section 8.3.  

"Proxy Statement" shall have the meaning set forth in Section 4.18. 

"Purchaser" shall have the meaning set forth in the Preamble.       

 "Purchaser Balance Sheet" shall have the meaning set forth in Section
5.8(b).                                                                         

     "Purchaser Common Stock" shall mean the common stock, par value $0.01, of
Purchaser.                                                                      

"Purchaser's Disclosure Schedule" shall mean that certain written   
disclosure schedule delivered on the date hereof by Purchaser to Seller with    
respect to this Agreement.                                                      

      "Purchaser Financials" shall have the meaning set forth in Section 5.8(b).

"Purchaser Indemnified Parties" shall have the meaning set forth in 
Section 9.2.                                                                    

"Purchaser SEC Reports" shall have the meaning set forth in Section 
5.8(a).                                                                         

"Purchaser Shares" shall have the meaning set forth in Section 2.2. 

    "Purchasing Agent Agreement" shall have the meaning set forth in Section
8.7.                                                                            

"Registration Rights Agreement" shall mean the Registration Rights  
Agreement between Seller and Purchaser dated as of the Closing Date and         
otherwise substantially in the form of the Registration Rights Agreement        
attached hereto as Exhibit A.                                                   

"Requesting Party" shall have the meaning set forth in Section 8.3. 

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"Sale Units" shall have the meaning set forth in the Recitals.      

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

    "Securities Act" shall mean the United States Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.       

"Seller" shall have the meaning set forth in the Preamble.          

    "Seller Indemnified Parties" shall have the meaning set forth in Section
9.3.                                                                            

     "Seller's Disclosure Schedule" shall mean that certain written disclosure
schedule delivered on the date hereof by Seller to Purchaser with respect to    
this Agreement.                                                                 

"Share Issuance" shall have the meaning set forth in Section 4.18.  

    "Stockholders Meeting" shall have the meaning set forth in Section 4.18.

   "Subsidiaries" of a specified Person is an Affiliate controlled by such
Person directly, or indirectly through one or more intermediaries.              

     "Survival Period" shall mean the eighteen (18) month period commencing as
of the Closing Date.                                                            

      "Tax" or "Taxes" shall mean all taxes, charges, fees, levies, penalties or
other assessments imposed by any U.S. federal, state, local or foreign taxing   
authority, including, but not limited to, income, gross receipts, excise,       
property, ad valorem, sales use (or similar taxes), transfer, franchise,        
payroll, withholding, social security, business license fees or other taxes,    
including any interest, penalties, or additions thereto.                        

"Transfer Date" shall have the meaning set forth in the Recitals.   

ARTICLE II
PURCHASE AND SALE; CONSIDERATION

2.1 Purchase and Sale. Subject to the terms and conditions set forth
herein, at Closing, Seller shall, and take all such action necessary to, sell,  
assign, transfer, convey and deliver to Purchaser and Purchaser shall purchase, 
receive and accept from Seller all of Seller's right, title and interest in and 
to the Sale Units of the Company, free and clear of any Encumbrances, for the   
consideration set forth in Section 2.2.                                         

  2.2 Consideration. In consideration of the aforesaid sale, assignment,
transfer, conveyance and delivery of the Sale Units by Seller to Purchaser, on  
the Closing Date, Purchaser shall issue and deliver to Seller, on the Closing   
Date six million four hundred forty-four thousand three hundred eighteen        
(6,444,318) shares of Purchaser Common Stock (subject to appropriate adjustment 
for any stock split, dividend or combination of or in Purchaser Common Stock    
after the date of this Agreement and prior to the Closing Date) (the "Purchaser 
Shares").                                                                       

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ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller hereby represents and warrants to Purchaser, as of the date hereof,
as follows:                                                                     

3.1 Organization, Good Standing and Qualification.                  

   Seller is a limited liability company, duly organized, validly existing
and in good standing (to the extent the concept of good standing exists in the  
applicable jurisdiction) and qualified to do business under the Laws of Spain,  
and has all requisite power and authority to conduct its business as presently  
conducted and to own and lease its property and assets. Seller is qualified to  
do business as a limited liability company and is in good standing (to the      
extent the concept of good standing exists in the applicable jurisdiction) in   
each jurisdiction in which the ownership of property or the conduct of its      
business requires such qualification, except where the failure to be so         
qualified or in good standing (to the extent the concept of good standing exists
in the applicable jurisdiction) would not have a Material Adverse Effect.       

3.2 Authorization.                                                  

    Seller has all requisite power and authority and capacity to execute and
deliver this Agreement and the Registration Rights Agreement and to perform its 
obligations hereunder and thereunder. Seller has duly authorized the execution, 
delivery and performance of this Agreement and the Registration Rights          
Agreement. This Agreement and the Registration Rights Agreement have been duly  
executed and delivered by Seller and constitute legal, valid and binding        
obligations of Seller, enforceable against Seller in accordance with their      
respective terms, except as such enforceability may be limited by bankruptcy,   
insolvency, moratorium or other Laws of general applicability affecting the     
rights of creditors and by general equitable principles.                        

3.3 No Violations or Conflicts.                                     

     Neither the execution and delivery of this Agreement and the Registration
Rights Agreement by Seller nor the consummation by Seller of the transactions   
contemplated by this Agreement or the Registration Rights Agreement do or will  
(a) violate any provision of Seller's Constituent Documents, (b) result in a    
violation or breach of, or constitute a default or an event of default under, or
result in adverse consequences to Seller under any indenture, mortgage, bond or 
other contract, license, agreement, permit, instrument or other obligation to   
which Seller is a party or by which the Sale Units are bound, (c) violate any   
Law, writ, judgment, injunction or court decree to which Seller is subject or   
(d) result in the creation or imposition of any Encumbrance on the Sale Units.  

3.4 Consents and Approvals.                                         

   Except as set forth on Schedule 3.4 of Seller's Disclosure Schedule, no
consent, approval or authorization of, or declaration, filing or registration   
with any Governmental Authority or any other Person is required to be made or   
obtained by Seller in connection with the execution, delivery and performance of
this Agreement, the Registration Rights Agreement and the transactions          
contemplated hereby and thereby.                                                

3.5 Ownership.                                                      

Seller owns, of record and beneficially, and has good, valid and    
marketable title to and the right to transfer all of the Sale Units, free and   
clear of all Encumbrances. Upon consummation of the transactions contemplated   
hereby, Purchaser will have acquired all record and beneficial ownership of and 
good, valid and marketable title to and the right to transfer the Sale Units,   
free and clear of all                                                           

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Encumbrances. Seller is not subject to any agreement, contract, voting trust or 
understanding with regard to the Sale Units.                                    

 3.6 Litigation. There is no civil, criminal or administrative action,
suit, claim, hearing, investigation or proceeding pending or threatened against 
Seller (in relation to the Company) in any court, by any Governmental Authority 
or before any arbitrator or other tribunal. Seller is not subject to any        
outstanding action, order, writ, judgment, injunction or decree of any court or 
Governmental Authority related to the operations of the Company or the Sale     
Units.                                                                          

  3.7 Brokers and Finders. No broker or finder has acted for Seller in
connection with this Agreement and the Registration Rights Agreement or the     
transactions contemplated hereby and no broker or finder retained by Seller is  
entitled to any brokerage or finder's fee with respect to this Agreement and the
Registration Rights Agreement or such transactions.                             

3.8 Investment Representations.                                     

          (a) Seller is an "accredited investor" as such term is defined in Rule
501(a) promulgated under the Securities Act (an "Accredited Investor");         

     (b) Seller has such knowledge, skill and experience in financial,
investment and business matters to be capable of evaluating the merits and risks
of an investment in the Purchaser Shares, to make an informed decision relating 
thereto and to protect its own interests in connection with the transactions    
contemplated hereby;                                                            

          (c) Seller will acquire the Purchaser Shares, for its own account, for
investment purposes only and not with an intent or view towards the further sale
or distribution thereof within the meaning of the Securities Act in any         
transaction that would violate the registration requirements of the securities  
laws of the United States or of any other jurisdiction;                         

          (d) Seller is aware that the Purchaser Shares have not been registered
under the Securities Act, and that the Purchaser Shares are deemed to be        
"restricted securities" as defined in Rule 144(a)(3) promulgated under the      
Securities Act and may not be transferred, sold, assigned, hypothecated or      
otherwise disposed of unless such transaction is the subject of a registration  
statement filed with and declared effective by the SEC or unless an exemption   
from the registration requirements under the Securities Act is available. Seller
hereby represents and warrants and hereby agrees that all offers and sales of   
the Purchaser Shares or any portion thereof or interest thereon shall be made   
only pursuant to such registration or to an exemption from registration;        

          (e) Seller understands that the Purchaser Shares are being offered and
sold pursuant to this Agreement in reliance on exemptions from the registration 
requirements of the Securities Act and state securities laws, and that Purchaser
is relying upon the truth and accuracy of the representations, warranties,      
agreements, acknowledgments and understandings of the Seller set forth herein in
order to determine the applicability of such exemptions                         

  (f) In evaluating its investment, Seller has consulted its own
investment, legal and tax advisors; and                                         

         (g) The certificate(s) representing the Purchaser Shares shall bear a
legend in substantially the following form:                                     

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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER  
THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY STATE SECURITIES LAWS AND MAY   
NOT BE SOLD, TRANSFERRED OR HYPOTHECATED OR OFFERED FOR SALE, TRANSFER OR       
HYPOTHECATION UNLESS A REGISTRATION STATEMENT UNDER THAT ACT AND OTHER          
APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT OR 
SUCH REGISTRATION IS NOT REQUIRED.";                                            

          (h) Seller has been furnished with a copy of Purchaser's Annual Report
on Form 10-K for the fiscal year ended June 30, 2002, as filed with the SEC and 
Purchaser's Quarterly Report on Form 10-Q for the quarter ended September 30,   
2002.                                                                           

       (i) Seller acknowledges that, in making the decision to acquire the
Purchaser Shares, it has relied upon its independent investigation and has been 
given access and the opportunity to examine contracts and documents relating to 
Purchaser and such securities and an opportunity to ask questions of, and to    
receive answers from, Purchaser concerning Purchaser and the terms and          
conditions of such securities. Seller and its advisors have been furnished with 
access to all publicly available materials relating to the business, finances   
and operation of Purchaser which have been requested. Seller and its advisors   
have received answers to all such inquiries. Except as set forth in this        
Agreement and the Registration Rights Agreement, Purchaser has made no          
representation or warranty to such Seller on which such Seller has relied to    
enter into this Agreement and to consummate the transaction contemplated hereby.

        (j) Seller understands that no United States federal or state agency
has passed on or made or will pass on or make any recommendation or endorsement 
of the Purchaser Shares or any finding or determination concerning the fairness 
or advisability of an investment in such securities. (k) Seller's               
representations and warranties set forth in this Section 3.8 shall not in any   
way affect Seller's right to rely on the Purchaser's representations and        
warranties contained in this Agreement including, without limitation,           
Purchaser's representations and warranties regarding its business and financial 
condition.                                                                      

     3.9 Representation Disclaimer. Seller shall not be deemed to have made to
Purchaser any representation or warranty in connection with this Agreement other
than as expressly made by Seller in Articles III and IV hereof. Without limiting
the generality of the foregoing, Seller makes no representation and warranty to 
Purchaser with respect to:                                                      

       (a) any projections, estimates or budgets regarding the Company; or

     (b) except as expressly covered by a representation in Article IV
hereof, any other information or documents (financial or otherwise) made        
available to Purchaser or its counsel, accountants or advisers with respect to  
the Company.                                                                    

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
CONCERNING THE COMPANY

      Seller hereby represents and warrants to Purchaser, as of the date hereof,
as follows:                                                                     

    4.1 Organization, Good Standing and Qualification. The Company is a duly
organized, validly existing limited liability company and in good standing (to  
the extent the concept of good standing exists in the applicable jurisdiction)  
under the Laws of its jurisdiction of organization and has all requisite        

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power and authority to conduct its business as presently conducted and to own   
and lease its property and assets. The Company is qualified to do business as a 
limited liability company and is in good standing (to the extent the concept of 
good standing exists in the applicable jurisdiction) in each jurisdiction in    
which the ownership of property or the conduct of its business requires such    
qualification, except where the failure to be so qualified or in good standing  
would not have a Material Adverse Effect. True, correct and complete copies of  
the Constituent Documents of the Company and all amendments thereto have been   
delivered to Purchaser. The minutes, records, register, books and transfer      
records, as applicable, of the Company have been made available to Purchaser and
are true, correct and complete in all material respects. The Company does not   
own any ownership or other equity interest in any Person whatsoever or have any 
Subsidiaries.                                                                   

4.2 Capitalization.                                                 

       (a) Schedule 4.2 of Seller's Disclosure Schedule sets forth a true,
correct and complete list of the Company's number of issued and outstanding     
membership or other ownership interests of the Company and the owner of such    
membership or ownership interests. The Company's Sale Units have been duly      
authorized and are validly issued and outstanding and fully paid.               

          (b) There are no outstanding or authorized options, warrants, purchase
agreements, participation agreements, subscription rights, conversion rights,   
exchange rights or other securities, contracts, arrangements, understanding or  
commitments that could require the Company to issue, sell or otherwise cause to 
become outstanding any of its membership or other ownership interests, or any   
securities convertible into, exercisable or exchangeable for or carrying a right
or option to purchase any membership or other ownership interests or to create, 
authorize, issue, sell or otherwise cause to become outstanding any new or any  
other class of membership or other ownership interests. None of the Sale Units  
have been issued in violation of any rights of any Person or in violation of the
registration requirements of the Securities Act or any other applicable Law.    

      4.3 No Violations or Conflicts. Neither the execution and delivery of this
Agreement or the Registration Rights Agreement nor the consummation by Seller of
the transactions contemplated by this Agreement or the Registration Rights      
Agreement do or will (a) violate any provision of the Company's Constituent     
Documents, (b) result in a violation or breach of, or constitute a default or an
event of default under, or result in adverse consequences to the Company under  
any indenture, mortgage, bond or other contract, license, agreement, permit,    
instrument or other obligation to which the Company is a party or by which the  
Sale Units are bound, or (c) violate any Law, writ, judgment, injunction or     
court decree to which Seller or the Company is subject. The Company is not in   
violation of any term of its Constituent Documents.                             

    4.4 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any Governmental Authority or any     
other Person is required to be made or obtained by the Company in connection    
with the execution, delivery and performance of this Agreement or the           
Registration Rights Agreement by Seller.                                        

   4.5 No Materially Adverse Contracts, Etc. The Company is not subject to
any charter, corporate or other legal restriction, or any judgment, decree,     
order, rule or regulation which in the judgment of Seller has or is expected in 
the future to have a Material Adverse Effect.                                   

     4.6 No Liabilities. The Company's sole assets are the Assets. The Company
has no Liabilities except for certain typical expenses and taxes arising out of 
the formation of the Company and the capital increase of the Company. The       
Company has no business or operations other than the ownership of the Assets.   

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   4.7 Contracts and Commitments. Except as set forth on Schedule A, there
are no material agreements, contracts or understandings, oral or written, to    
which, as of the date hereof, the Company, or with respect to the Assets, the   
Seller, is a party or by which the Company or any of the Assets is bound.       

 4.8 Litigation. There is no civil, criminal or administrative action,
suit, claim, hearing, investigation or proceeding pending or threatened against 
the Company or Seller (in relation to the Company or the Assets) in any court,  
by any governmental entity or before any arbitrator or other tribunal. Neither  
the Company nor Seller (in relation to the Company or the Assets) are subject to
any outstanding action, order, writ, judgment, injunction or decree of any court
or Governmental Authority related to the operations of the Company, the Assets  
or the Sale Units.                                                              

4.9 Compliance with Laws. The Company has complied with and is in   
compliance with all Laws, except where the failure to be in such compliance     
would not have a Material Adverse Effect.                                       

4.10 Intentionally Omitted.                                         

4.11 Title to Assets; Absence of Encumbrances; Condition.           

     (a) The Company does not own, lease or operate any real property.

       (b) The Company has good title to the Assets, free and clear of any
and all Encumbrances.                                                           

  (c) The Company's Assets are authentic and of good, usable and
merchantable quality in all material respects and are recorded on the books at  
the lower of cost or market value determined in accordance with GAAP.           

 4.12 Books and Records. The minute books of the Company contain true,
correct and complete records in all material respects, as applicable, of all    
meetings held of, and action taken by, the members, the boards of directors or  
managers and committees of the boards of directors or managers of the Company.  
At the Closing, all of those books and records will be in the possession of     
Purchaser.                                                                      

4.13 Employees. The Company has no employees.                       

4.14 Taxes. All tax returns or reports required to be filed by or on
behalf of the Company have been timely filed or requests for extensions have    
been timely filed and any such extension has been granted and has not expired,  
and all such filed returns are complete and accurate. All Taxes due from the    
Company for periods through the date hereof or the Closing Date, as applicable, 
have been paid in full or adequate provision for such Taxes have been made.     
There is no audit, examination, deficiency, or refund litigation pending or     
threatened, with respect to any Taxes of the Company. All Taxes, interest,      
additions and penalties due with respect to completed and settled examinations  
or concluded litigation relating to the Company have been paid in full. The     
Company has not executed an extension or waiver of any statute of limitations on
the assessment or collection of any Tax that is currently in effect. No rulings 
have been issued by or agreements entered into with any relevant governmental   
tax authority with respect to the Company.                                      

  4.15 Restrictions on Business Activities. There is no judgment, order,
decree, writ or injunction binding upon the Company or, to the knowledge of     
Seller or the Company, threatened that has or could prohibit or impair the      
operations of the Company, as currently conducted or any business practice of   
the Company, including the acquisition of property, the provision of services,  
the hiring of employees or the solicitation of clients, in each case either     
individually or in the aggregate.                                               

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4.16 Bank Accounts/Powers of Attorney.                              

         (a) Schedule 4.16 of Sellers' Disclosure Schedule sets forth the name
of each bank in which the Company has an account, lock box or safe deposit box, 
the number of each such account, lock box and safe deposit box and the names of 
all Persons authorized to draw thereon or have access thereto.                  

   (b) Except as set forth in Schedule 4.16 of Seller's Disclosure
Schedule, no Person holds any power of attorney from the Company.               

     4.17 Certain Payments. Neither the Company nor any shareholder, director,
officer, agent, employee or representative of the Company, nor any other Person 
associated with or acting for or on behalf of the Company, has directly or      
indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence    
payment, kickback or other payment to any Person, private or public, regardless 
of form, whether in money, property or services in violation of any Law (i) to  
obtain favorable treatment in securing business, (ii) to pay for favorable      
treatment for business secured, or (iii) to obtain special concessions, or for  
special concessions already obtained, for or in respect of the Company or any   
Affiliate of the Company, or (b) established or maintained any fund or asset of 
the Company that has not been recorded in the books and records of the Company. 

4.18 Information Supplied. The information supplied by Seller for   
inclusion in the proxy statement (the "Proxy Statement") to be sent to          
Purchaser's stockholders in connection with the meeting of Purchaser's          
stockholders (the "Stockholders Meeting") to approve the issuance of the        
Purchaser Shares contemplated by this Agreement (the "Share Issuance"), and any 
amendment or supplement thereto, shall not, on the date the Proxy Statement is  
filed with the SEC, mailed to the stockholders of Purchaser, on the date of the 
Stockholders Meeting or on the Closing Date, contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they were made, not misleading. For this purpose, any 
information relating to Seller or the Company included or incorporated by       
reference in any such document will be deemed to have been so supplied for      
inclusion or incorporation therein if such document was available for review by 
Seller a reasonable time before such document was filed with the SEC and Seller 
did not object to or otherwise comment on such information (but the foregoing   
shall not be the exclusive manner in which it may be established that such      
information was so supplied by Seller specifically for inclusion or             
incorporation by reference in the Proxy Statement).                             

   4.19 Insurance. All insurance policies relating to the Assets currently
maintained by the Company are accurately listed and summarized in Schedule 4.19 
of Seller's Disclosure Schedule and shall be in full force and effect at the    
time of the Closing. Such insurance policies are adequate to insure the Company 
against such risks as are customarily insured against by companies owning       
similar types of assets. Each such insurance policy is in full force and effect 
(free from any presently exercisable right of termination on the part of the    
insurance company issuing such policy prior to the expiration of the term of    
such policy) and all premiums due and payable in respect thereof have been paid.
There are no pending claims with respect to the Assets under any such insurance 
policy. The Company has not received notice of cancellation or non-renewal of   
any such policy. Except as set forth in Schedule 4.19 of Seller's Disclosure    
Schedule, the consummation of the transactions contemplated hereby will not give
rise to a right of termination of any such policy by the insurance company      
issuing the same prior to the expiration of the term of such policy.            

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ARTICLE V 
 REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:      

    5.1 Organization, Good Standing and Qualification. Purchaser and each of
its Subsidiaries are entities, duly organized, validly existing, in good        
standing and qualified to do business under the laws of their respective        
jurisdictions of incorporation, and have the requisite power and authority and  
Permits to conduct their respective businesses as presently conducted and to own
and lease their respective properties and assets, except where the failure to be
so qualified or be in good standing would not have a Material Adverse Effect.   

5.2 Subsidiaries. Except as set forth in Schedule 5.2 of Purchaser's
Disclosure Schedule, a true and complete list of all of Purchaser's "significant
subsidiaries" as defined in Regulation S-X are identified in Exhibit 21 of      
Purchaser's 2002 Annual Report on Form 10-K. Except as set forth in Schedule 5.2
of Purchaser's Disclosure Schedule or as identified in Exhibit 21 of Purchaser's
2002 Annual Report on Form 10-K, neither Purchaser nor any of its Subsidiaries  
owns any capital stock of, or any equity interest of any nature in, any         
corporation, partnership, joint venture arrangement or other business entity.   
Except as set forth in Schedule 5.2 of Purchaser's Disclosure Schedule, neither 
Purchaser nor any of its Subsidiaries has agreed or is obligated to make, or is 
bound by any written, oral or other agreement, contract, subcontract, lease,    
binding understanding, instrument, note, option, warranty, purchase order,      
license, sublicense, insurance policy, benefit plan or legally binding          
commitment or undertaking of any nature, as in effect as of the date hereof     
under which it may become obligated to make any future investment in or capital 
contribution to any other entity. Except as set forth in Schedule 5.2 of        
Purchaser's Disclosure Schedule, neither Purchaser, nor any of its Subsidiaries,
has, at any time, been a general partner of any general partnership, limited    
partnership or other entity.                                                    

 5.3 Authorization; Enforcement; Validity. Purchaser has all requisite
power and authority and capacity to execute and deliver this Agreement and the  
Registration Rights Agreement and to perform its obligations hereunder and      
thereunder and to issue the Purchaser Shares in accordance with the terms hereof
(subject to the approval by Purchaser's stockholders in accordance with Delaware
General Corporate Law, Nasdaq listing requirements and Purchaser's Constituent  
Documents). Purchaser has duly authorized the execution, delivery and           
performance of this Agreement (subject to stockholder approval) and the         
Registration Rights Agreement. A vote of the holders of outstanding shares of   
Purchaser Common Stock representing a majority of all votes entitled to be cast 
on the matter is sufficient for Purchaser's stockholders to approve the         
transactions contemplated by this Agreement. This Agreement and the Registration
Rights Agreement have been duly executed and delivered by Purchaser and         
constitute legal, valid and binding obligations of Purchaser, enforceable       
against Purchaser in accordance with their respective terms, except as such     
enforceability may be limited by bankruptcy, insolvency, moratorium or other    
Laws of general applicability affecting the rights of creditors and by general  
equitable principles.                                                           

      5.4 Capitalization. As of the date hereof, the authorized capital stock of
Purchaser consists of the following: 40,000,000 shares of common stock, with    
$0.01 par value and 10,000,000 shares of preferred stock, with $0.01 par value, 
of which as of the date hereof, 12,703,304 shares of common stock are issued and
outstanding and no shares of preferred stock are issued and outstanding. All of 
such outstanding shares and all outstanding shares of capital stock of each     
Subsidiary of Purchaser are fully paid and nonassessable and have been validly  
issued and granted in compliance with (i) all applicable securities laws, and   
(ii) all material requirements set forth in applicable agreements or            
instruments. Except as disclosed in Schedule 5.4 of Purchaser's Disclosure      
Schedule, (A) no Purchaser Common Stock is subject to preemptive rights or any  
other similar rights or any Encumbrances; (B) there are no                      

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outstanding options, warrants, scrip, rights to subscribe to, calls or          
commitments of any character whatsoever relating to, or securities or rights    
convertible into or exercisable for, any shares of capital stock of Purchaser,  
or contracts, commitments, understandings or arrangements by which Purchaser or 
any of its Subsidiaries is or may become bound to issue additional shares of    
capital stock of Purchaser or options, warrants, scrip, rights to subscribe to, 
calls or commitments of any character whatsoever relating to, or securities or  
rights convertible into or exercisable for, any shares of capital stock of      
Purchaser; (C) as of the date hereof there are no agreements or arrangements of 
Purchaser or any of its Subsidiaries under which Purchaser is obligated to      
register the sale of any of their securities under the Securities Act and, as of
any Closing, there shall not be any agreements or arrangements of Purchaser or  
any of its Subsidiaries under which Purchaser is obligated to register for      
resale any of its securities under the Securities Act, other than for the       
benefit of the Seller; (D) there are no outstanding Purchaser securities or     
instruments of Purchaser which contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which    
Purchaser is or may become bound to redeem a security of Purchaser or any of its
Subsidiaries; (E) there are no securities or instruments containing             
anti-dilution or similar provisions that will be triggered by the issuance of   
the Purchaser Shares as described in this Agreement; and (F) Purchaser does not 
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar plan or agreement. Purchaser has delivered to the Seller or its         
respective representatives true and correct copies of Purchaser's Constituent   
Documents.                                                                      

      5.5 No Violations or Conflicts. Neither the execution and delivery of this
Agreement or the Registration Rights Agreement by Purchaser nor the consummation
by Purchaser of the transactions contemplated hereby or thereby (including,     
without limitation, the issuance of the Purchaser Shares) do or will (a) violate
any provision of Purchaser's or its Subsidiaries' Constituent Documents, (b)    
result in a violation or breach of, or constitute a default or an event of      
default under, or result in adverse consequences to Purchaser under any         
indenture, mortgage, bond or other contract, license, agreement, Permit,        
instrument or other obligation to which Purchaser or its Subsidiaries is a party
or by which any of their assets are bound, (c) violate any Law, writ, judgment, 
injunction or court decree to which Purchaser or its Subsidiaries are subject or
(d) result in the creation or imposition of any Encumbrance on the Purchaser    
Shares. Neither Purchaser nor any of its Subsidiaries is in violation of any    
term of its respective Constituent Documents. Neither Purchaser nor any of its  
Subsidiaries is in violation of any term of or in default under any material    
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,   
decree or order or any statute, rule or regulation applicable to Purchaser or   
its Subsidiaries, except where such violations and defaults would not result in 
a Material Adverse Effect. The business of Purchaser is not being conducted, and
shall not be conducted, in violation of any law, ordinance or regulation of any 
governmental entity, except where such violations would not result in a Material
Adverse Effect.                                                                 

    5.6 Consents and Approvals. No consent, approval, order or authorization
of, or registration, declaration or filing with any Governmental Authority or   
any other Person is required to be obtained or made by Purchaser in connection  
with the execution, delivery and performance of this Agreement and the          
Registration Rights Agreement, other than the approval by Purchaser's           
stockholders.                                                                   

   5.7 The Purchaser Shares. The Purchaser Common Stock is registered as a
class under Section 12(g) of the Exchange Act and is currently admitted for     
quotation on the Nasdaq National Market of the Nasdaq Stock Market ("Nasdaq").  
The Purchaser Shares have been duly and validly authorized and, when issued in  
consideration for the Sale Units pursuant to this Agreement, will be validly    
issued, fully paid and nonassessable. The issuance and sale of the Purchaser    
Shares contemplated hereby will not give rise to any preemptive rights or rights
of first refusal on behalf of any Person. Upon issuance in accordance with the  
terms hereof, the Purchaser Shares shall be free from all taxes, liens and      
charges with respect to the issuance thereof. Subject to the accuracy of        
Seller's representations and warranties set forth                               

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in Section 3.8 hereof, the issuance by Purchaser of the Purchaser Shares is     
exempt from registration under the Securities Act.                              

5.8 SEC Documents; Financial Statements.                            

        (a) SEC Filings; General. Purchaser has filed all forms, reports and
documents required to be filed by Purchaser with the SEC since January 1, 2000. 
All such required forms, reports and documents (including those that Purchaser  
may file subsequent to the date hereof) are referred to herein as the "Purchaser
SEC Reports". As of their respective dates, the Purchaser SEC Reports (i) were  
prepared in accordance with the requirements of the Securities Act or the       
Exchange Act, as the case may be, and the rules and regulations of the SEC      
thereunder applicable to such Purchaser SEC Reports and (ii) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the  
light of the circumstances under which they were made, not misleading except to 
the extent corrected by a subsequently filed Purchaser SEC Report (except that  
inaccuracies or omissions in Purchaser SEC Reports filed prior to the date of   
this Agreement may be corrected only by other Purchaser SEC Reports filed prior 
to the date of this Agreement). Taken as a whole, the Purchaser SEC Reports do  
not contain any untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary in order to make the statements 
therein, in the light of the circumstances under which they were made, not      
misleading, except to the extent corrected prior to the date of this Agreement  
by a subsequently filed Purchaser SEC Report (except inaccuracies or omissions  
in Purchaser SEC Reports filed prior to the date of this Agreement may be       
corrected only by other Purchaser SEC Reports filed prior to the date of this   
Agreement). None of Purchaser's Subsidiaries is required to file any forms,     
reports or other documents with the SEC. Each of the Purchaser SEC Reports      
included, as exhibits thereto, all documents required to be filed as exhibits to
such Purchaser SEC Report under the rules and regulations of the SEC, except to 
the extent filed prior to the date of this Agreement in a subsequently filed    
Purchaser SEC Report.                                                           

        (b) Publicly Reported Financial Statements. Each of the consolidated
financial statements (including, in each case, any related notes thereto)       
contained in the Purchaser SEC Reports (the "Purchaser Financials"), including  
each Purchaser SEC Report filed after the date hereof until the Closing, (i)    
complied or will comply as to form in all material respects with the published  
rules and regulations of the SEC with respect thereto, (ii) was prepared in     
accordance with GAAP applied on a consistent basis throughout the periods       
involved (except as may be indicated in the notes thereto) and (iii) fairly     
presented or will fairly present in all material respects the consolidated      
financial position of Purchaser and its Subsidiaries as at the respective dates 
thereof and the consolidated results of Purchaser's operations and cash flows   
for the periods indicated, except to the extent corrected by a subsequently     
filed Purchaser SEC Report (except that inaccuracies or omissions in Purchaser  
SEC Reports filed prior to the date of this Agreement may be corrected only by  
other Purchaser SEC Reports filed prior to the date of this Agreement), and     
except that the unaudited interim financial statements may not contain footnotes
and were or are subject to normal and recurring year-end adjustments. The       
balance sheet of Purchaser contained in the Purchaser SEC Reports as of         
September 30, 2002 is hereinafter referred to as the "Purchaser Balance Sheet". 
Since September 30, 2002, there has been no change in Purchaser's accounting    
policies except as described in the notes to the Purchaser Financials. Since the
date of the Purchaser Balance Sheet, neither Purchaser nor any of its           
Subsidiaries has incurred any Liabilities which are, individually or in the     
aggregate, material to the business, results of operations or financial         
condition of Purchaser and its Subsidiaries taken as a whole, except for (i)    
Liabilities incurred since the date of the Purchaser Balance Sheet in the       
ordinary course of business consistent with past practices, (ii) Liabilities    
incurred in connection with this Agreement, and (iii) Liabilities specifically  
disclosed in the Purchaser SEC Reports filed with the SEC prior to the date of  
this Agreement.                                                                 

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  5.9 Absence of Certain Changes. Except as set forth in Schedule 5.9 of
Purchaser's Disclosure Schedule, since the date of the Purchaser Balance Sheet, 
Purchaser and each of its Subsidiaries has carried on its business in the       
ordinary course consistent with past practices, and except as specifically and  
expressly disclosed in the Purchaser SEC Reports filed with the SEC prior to the
date of this Agreement, since the date of the Purchaser Balance Sheet there has 
not been:                                                                       

  (a) any change in the financial condition, properties, assets,
liabilities, business, results of operations or prospects of Purchaser or any of
its Subsidiaries, which change by itself or in conjunction with all other such  
changes, whether or not arising in the ordinary course of business, has had or  
can reasonably be expected to have a Material Adverse Effect;                   

        (b) any declaration, setting aside or payment of any dividend on, or
other distribution (whether in cash, stock or property) in respect of, any of   
Purchaser's or any of its Subsidiaries' capital stock, or any purchase,         
redemption or other acquisition by Purchaser of any of Purchaser's capital stock
or any other securities of Purchaser or its Subsidiaries, or any options,       
warrants, calls or rights to acquire any such shares or other securities;       

        (c) any split, combination or reclassification of any of Purchaser's
or any of its Subsidiaries' capital stock;                                      

   (d) any granting by Purchaser or any of its Subsidiaries of any
increase in compensation or fringe benefits to any of their officers or         
employees (except for increases in compensation to employees that are not       
executive officers or directors of Purchaser, in the ordinary course of business
consistent with prior practice), or any payment by Purchaser or any of its      
Subsidiaries of any bonus to any of their officers or employees (except for     
payments made to employees in the ordinary course of business consistent with   
prior practice), or any granting by Purchaser or any of its Subsidiaries of any 
increase in severance or termination pay or any entry by Purchaser or any of its
Subsidiaries into, or material modification or amendment of, any currently      
effective employment, severance, termination, change-of-control or              
indemnification agreement or any agreement the benefits of which are contingent 
or the terms of which are materially altered upon the occurrence of a           
transaction involving Purchaser of the nature contemplated hereby;              

    (e) any material change or alteration in the policy of Purchaser
relating to the granting of stock options to its employees, directors and       
consultants;                                                                    

      (f) any purchase or sale or other disposition, or any agreement or
other legally binding arrangement for the purchase, sale or other disposition,  
of any of the properties or assets of Purchaser or any of its Subsidiaries,     
other than purchases and sales of inventory and equipment in the ordinary course
of business consistent with past practice;                                      

  (g) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties, assets or business
of Purchaser or any Subsidiary;                                                 

   (h) any material change by Purchaser in its accounting methods,
principles or practices, except as required by concurrent changes in GAAP (or   
the applicability thereof);                                                     

         (i) any material contingent liability incurred by Purchaser or any of
its Subsidiaries as guarantor or otherwise with respect to the obligations of   
others or any cancellation of any material debt or claim owing to, or waiver of 
any material right of, Purchaser or any of its Subsidiaries;                    

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   (j) any material obligation or liability of any nature, whether
accrued, absolute or contingent, incurred by Purchaser or any of its            
Subsidiaries other than obligations and liabilities incurred in the ordinary    
course of business consistent with past practice;                               

          (k) any payment or discharge of a material Encumbrance or liability of
Purchaser which was not shown in the Purchaser Financials or which was not      
incurred in the ordinary course of business thereafter;                         

         (l) any revaluation by Purchaser or any of its Subsidiaries of any of
its material assets, including, without limitation, writing off notes or        
accounts receivable other than in the ordinary course of business;              

     (m) any material contract entered into by Purchaser or any of its
Subsidiaries, other than in the ordinary course of business and as provided to  
Seller, or any material amendment or termination of, or default under, any      
material contract to which Purchaser or any of its Subsidiaries is a party or by
which it or any of them is bound;                                               

       (n) any obligation or liability incurred by Purchaser to any of its
officers, directors or stockholders, or any loans or advances made to any of its
officers, directors, stockholders or affiliates, except normal compensation and 
expense allowances payable to officers;                                         

          (o) any other material transaction entered into by Purchaser or any of
its Subsidiaries other than transactions in the ordinary course of business; or 

       (p) any agreement or understanding whether in writing or otherwise,
for Purchaser or any of its Subsidiaries to take any of the actions specified in
paragraphs (a) through (o) above.                                               

5.10 Litigation. Except as set forth in Schedule 5.10 of Purchaser's
Disclosure Schedule, there is no civil, criminal or administrative action, suit,
claim, hearing, investigation or proceeding pending or, to the knowledge of     
Purchaser, threatened against Purchaser or any of its Subsidiaries in any court,
by any Governmental Authority or before any arbitrator or other tribunal, except
where the same would not result in a Material Adverse Effect. Purchaser is not  
subject to any outstanding action, order, writ, judgment, injunction or decree  
of any court or Governmental Authority related to the operations of the         
Purchaser, its Subsidiaries or the Purchaser Shares, except where the same would
not result in a Material Adverse Effect.                                        

5.11 No General Solicitation. Neither Purchaser, nor any of its     
Subsidiaries, nor any Person acting on its or their behalf, has engaged in any  
form of general solicitation or general advertising (within the meaning of      
Regulation D under the Securities Act) in connection with the offer or sale of  
the Purchaser Shares.                                                           

    5.12 No Integrated Offering. Neither Purchaser, nor any person acting on
its behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would     
require registration of the Purchaser Shares under the Securities Act or cause  
this offering of the Purchaser Shares to be integrated with prior offerings by  
Purchaser for purposes of the Securities Act or any applicable stockholder      
approval provisions, including, without limitation, under the rules and         
regulations of any exchange or automated quotation system on which any of the   
securities of Purchaser are listed or designated, nor will Purchaser take any   
action or steps that would require registration of the Purchaser Shares under   
the Securities Act or cause the offering of the Purchaser Shares to be          
integrated with other offerings.                                                

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     5.13 Intellectual Property Rights. Each of Purchaser and its Subsidiaries
has all rights, title and interest in and to its Intellectual Property rights   
necessary to conduct their business as presently conducted, except where the    
failure to own or possess such rights would not have a Material Adverse Effect. 
None of Purchaser's Intellectual Property rights have expired or terminated,    
except where such expiration or termination would not have a Material Adverse   
Effect. Purchaser does not have any knowledge of any infringement by Purchaser  
or its Subsidiaries of trademarks, trade names, service marks, service mark     
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets or other intellectual property rights of others, or of  
any development of similar or identical trade secrets or technical information  
by others, except where such infringement would not have a Material Adverse     
Effect; and there is no claim, action or proceeding being made or brought       
against, or to Purchaser's knowledge, being threatened against, Purchaser or its
Subsidiaries regarding its trademarks, trade names, service marks, service mark 
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets, or for infringement of other intellectual property     
rights, except where such claim, action, proceeding or infringement would not   
have a Material Adverse Effect. Purchaser and its Subsidiaries have taken       
reasonable security measures to protect the secrecy, confidentiality and value  
of all of their Intellectual Properties.                                        

5.14 Insurance. Purchaser and each of it Subsidiaries is insured by 
insurers of recognized financial responsibility against such losses and risks   
and in such amounts as management of Purchaser believes to be prudent and       
customary in the businesses in which Purchaser and its Subsidiaries are engaged.
Purchaser has no reason to believe that either Purchaser or any of its          
Subsidiaries will not be able to renew its existing insurance coverage as and   
when such coverage expires or to obtain similar coverage from similar insurers  
as may be necessary to continue its business at a cost that would not have a    
Material Adverse Effect.                                                        

5.15 Licenses and Permits. Purchaser and its Subsidiaries have all  
necessary licenses, franchises, Permits or other similar authorizations         
affecting, or relating in any way to, the operations of Purchaser and each      
Subsidiary, as applicable, except where the failure to have any Permit          
individually or in the aggregate, would not have a Material Adverse Effect. Such
Permits are valid and in full force and effect, and Purchaser and its           
Subsidiaries are in compliance with such Permits except where the failure to be 
in full force or effect or compliance would not have a Material Adverse Effect. 

   5.16 No Materially Adverse Contracts, Etc. Neither Purchaser nor any of
its Subsidiaries is subject to any charter, corporate or other legal            
restriction, or any judgment, decree, order, rule or regulation which in the    
judgment of Purchaser has or is expected in the future to have a Material       
Adverse Effect. Neither Purchaser nor any of its Subsidiaries is a party to any 
contract or agreement which in the judgment of Purchaser has or is expected to  
have a Material Adverse Effect.                                                 

   5.17 Tax Status. Purchaser and each of its Subsidiaries (i) has made or
filed all U.S. federal or state income and all other tax returns, reports and   
declarations required by any jurisdiction to which it is subject (unless and    
only to the extent that Purchaser and each of its Subsidiaries has set aside on 
its books provisions reasonably adequate for the payment of all unpaid and      
unreported taxes), (ii) has paid all taxes and other governmental assessments   
and charges that are material in amount, shown or determined to be due on such  
returns, reports and declarations, except those being contested in good faith   
and for which Purchaser has made appropriate reserves for, if any, on its books,
and (iii) has set aside on its books provisions reasonably adequate for the     
payment of all taxes for periods subsequent to the periods to which such        
returns, reports or declarations (referred to in clause (i) above) apply. Except
as set forth in clause (ii) of the preceding sentence, there are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any         
jurisdiction, and Purchaser know of no basis for any such claim.                

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  5.18 Transactions With Affiliates. Except as set forth with reasonable
specificity in the Purchaser SEC Reports, none of the officers, directors, or   
employees of Purchaser is presently a party to any transaction with Purchaser or
any of its Subsidiaries (other than for services as employees, officers and     
directors), including any contract, agreement or other arrangement providing for
rental of real or personal property to or from, or otherwise requiring payments 
to or from any such officer, director or employee or, to the knowledge of       
Purchaser, any corporation, partnership, trust or other entity in which any such
officer, director, or employee has a material interest or is an officer,        
director, trustee or partner, in each case of a kind and amount that would be   
required to be disclosed under Item 404 of Regulation S-K under the Securities  
Act.                                                                            

5.19 Application of Takeover Protections. Purchaser and its Board of
Directors have taken all necessary action, if any, in order to render           
inapplicable any control share acquisition, business combination, poison pill   
(including any distribution under a rights agreement) or other similar          
anti-takeover provision under Purchaser's Constituent Documents or the laws of  
the U.S. which is or could become applicable to the Seller as a result of the   
transactions contemplated by this Agreement or the Registration Rights          
Agreement, including, without limitation, Purchaser's issuance of the Purchaser 
Shares and the Seller's ownership of the Purchaser Shares.                      

5.20 Foreign Corrupt Practices. Neither Purchaser, nor any of its   
Subsidiaries, nor any director, officer, agent, employee or other person acting 
on behalf of Purchaser or any of its Subsidiaries has, in the course of its     
actions for, or on behalf of, Purchaser or any of its Subsidiaries, used any    
corporate funds for any unlawful contribution, gift, entertainment or other     
unlawful expenses relating to political activity; made any direct or indirect   
unlawful payment to any domestic or foreign government official or employee from
corporate funds; violated or is in violation of any provision of the U.S.       
Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful bribe,  
rebate, payoff, influence payment, kickback or other unlawful payment to any    
foreign or domestic government official or employee.                            

5.21 Effect of Transaction. Except as set forth in Schedule 5.21 of 
Purchaser's Disclosure Schedule, the execution of this Agreement, the           
Registration Rights Agreement and the consummation of the transactions          
contemplated hereby and thereby will not (either alone or upon the occurrence of
any additional or subsequent events) constitute an event under any Company      
Employee Plan, as hereinafter defined, or a related trust or loan, that will or 
may result in any payment (whether of severance pay or otherwise), acceleration,
forgiveness or indebtedness, vesting distribution, increase in benefits or      
obligation to fund benefits with respect to any Employee, as hereinafter        
defined. "Company Employee Plan" shall mean any plan, program, policy, practice,
contract, agreement or other arrangement providing for compensation, severance, 
termination pay, performance awards, stock or stock-related awards, fringe      
benefits or other employee benefits or remuneration of any kind, whether written
or unwritten, funded or unfunded, including without limitation, each "employee  
benefit plan," within the meaning of Section 3(3) of the Employee Retirement    
Income Security Act of 1974, as amended, which is or has been maintained,       
contributed to, or required to be contributed to, by Purchaser or any of its    
Subsidiaries for the benefit of any employee. "Employee" shall mean any current,
former, or retired employee, officer or director of Purchaser or its            
Subsidiaries.                                                                   

    5.22 Change of Control Payments. Schedule 5.22 of Purchaser's Disclosure
Schedule sets forth each plan or agreement pursuant to which any amounts may    
become payable (whether currently or in future) to current or former officers   
and directors of Purchaser as a result of or in connection with the transactions
provided for herein or as a result of termination of service or employment      
following the transactions provided for herein.                                 

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5.23 Information Supplied. The information supplied by Purchaser for
inclusion in the Proxy Statement to be sent to Purchaser's stockholders in      
connection with the Stockholders Meeting to approve the Share Issuance, and any 
amendment or supplement thereto, shall not, on the date the Proxy Statement is  
filed with the SEC, mailed to the stockholders of Purchaser, on the date of the 
Stockholders Meeting or on the Closing Date, contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they were made, not misleading. For this purpose, any 
information relating to Purchaser included or incorporated by reference in any  
such document will be deemed to have been so supplied for inclusion or          
incorporation therein if such document was available for review by Purchaser a  
reasonable time before such document was filed with the SEC and Purchaser did   
not object to or otherwise comment on such information (but the foregoing shall 
not be the exclusive manner in which it may be established that such information
was so supplied by Purchaser specifically for inclusion or incorporation by     
reference in the Proxy Statement). The Proxy Statement will comply as to form,  
in all material respects, with the provisions of the Exchange Act.              

    5.24 Brokers and Finders. No broker or finder has acted for Purchaser in
connection with this Agreement or the transactions contemplated hereby, and no  
broker or finder retained by Purchaser is entitled to any brokerage or finder's 
fee with respect to this Agreement or such transactions.                        

ARTICLE VI
 COVENANTS OF SELLER

Seller hereby covenants and agrees as follows:          

   6.1 Certain Filings. Seller shall make or cause the Company to make all
filings with any Governmental Authority that are required to be made by Seller  
or by the Company to carry out the transactions contemplated hereby. Seller     
agrees to assist, and to cause the Company to assist, Purchaser in making all   
such filings, applications and notices as may be necessary or desirable in order
to obtain the authorization, approval or consent of any Governmental Authority  
which reasonably may be required or which Purchaser reasonably may request in   
connection with the consummation of the transactions contemplated hereby.       

     6.2 Consents and Approvals. Seller shall obtain, and cause the Company to
obtain, prior to the Closing, all consents, authorizations, approvals and       
waivers required to be obtained by Seller or the Company in connection with the 
consummation of the transactions contemplated hereby.                           

   6.3 Further Assurances. Seller shall execute and deliver, and cause the
Company to execute and deliver, such additional documents and instruments, and  
to perform such additional acts, as Purchaser reasonably may request to         
effectuate or carry out and perform all the terms, provisions and conditions of 
this Agreement, the Registration Rights Agreement and the transactions          
contemplated hereby and thereby and to effectuate the intent and purposes hereof
and thereof including, without limitation, furnishing such information as is    
reasonably requested for inclusion in the Proxy Statement.                      

   6.4 Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Seller shall notify Purchaser in writing of (a) the occurrence or      
non-occurrence of any fact or event which causes or would be reasonably likely  
to cause (i) any representation or warranty of Seller contained in this         
Agreement or the Registration Rights Agreement to be untrue, incorrect or       
incomplete in any material respect or (ii) any covenant, condition or agreement 
of Seller in this Agreement or the Registration Rights Agreement not to be      
performed, complied with or satisfied in any material respect, and (b) any      
failure of Seller to perform, comply with or satisfy any covenant, condition or 
agreement to be performed, complied with or satisfied by Seller hereunder in any
material respect; provided, however, that no such notification                  

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shall amend the representations or warranties of Seller, or the right of        
Purchaser to rely thereon. Seller shall give prompt notice in writing to        
Purchaser of any notice or other communication from any third party alleging    
that the consent of such third party is or may be required to be obtained by    
Seller or the Company in connection with the transactions contemplated by this  
Agreement and the Registration Rights Agreement.                                

 6.5 Company Information. At or prior to the Closing, upon Purchaser's
request, Seller will furnish any and all information about the Company relating 
to periods ending on or prior to the Closing Date (collectively, "Company       
Information"), including, but not limited to, Company descriptions and financial
information, that Purchaser may reasonably request in connection with any       
report, proxy statement or information statement or registration statement that 
Purchaser is required to file with the SEC under the Exchange Act or the        
Securities Act in connection with or as a result of the consummation of the     
transactions contemplated hereby.                                               

   6.6 Company Action. From the date hereof until Closing Seller shall not
take any action which would make any of the representations or warranties of    
Seller contained in this Agreement untrue or incorrect or prevent itself or the 
Company from performing or cause itself or the Company not to perform their     
respective covenants under this Agreement and the Registration Rights Agreement.

ARTICLE VII 
COVENANTS OF PURCHASER

Purchaser hereby covenants and agrees as follows:       

 7.1 Certain Filings. Purchaser agrees to make or cause to be made all
filings with any Governmental Authority that are required to be made by         
Purchaser to carry out the transactions contemplated by this Agreement and the  
Registration Rights Agreement. Purchaser agrees to assist Seller in making all  
such filings, applications and notices as may be necessary or desirable in order
to obtain the authorization, approval or consent of any Governmental Authority  
which reasonably may be required or which Seller reasonably may request in      
connection with the consummation of the transactions contemplated hereby.       

     7.2 Consents and Approvals. Purchaser shall obtain, prior to the Closing,
all consents, authorizations, approvals and waivers required in connection with 
the consummation of the transactions contemplated hereby.                       

7.3 Further Assurances. Purchaser agrees to execute and deliver such
additional documents and instruments, and to perform such additional acts, as   
Seller reasonably may request to effectuate or carry out and perform all the    
terms, provisions and conditions of this Agreement, the Registration Rights     
Agreement and the transactions contemplated hereby and to effectuate the intent 
and purposes hereof.                                                            

   7.4 Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Purchaser shall notify Seller in writing of (a) the occurrence or      
non-occurrence of any fact or event which could cause (i) any representation or 
warranty of Purchaser contained in this Agreement or the Registration Rights    
Agreement to be untrue, incorrect or incomplete in any material respect or (ii) 
any covenant, condition or agreement of Purchaser in this Agreement or the      
Registration Rights Agreement not to be performed, complied with or satisfied in
any material respect and (b) any failure of Purchaser to perform, comply with or
satisfy any covenant, condition or agreement to be performed, complied with or  
satisfied by Purchaser hereunder in any material respect; provided, however,    
that no such notification shall affect the representations or warranties of     
Purchaser or Seller's right to rely thereon. Purchaser shall give prompt notice 
in writing to Seller of any notice or other communication from any third-party  
alleging                                                                        

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that the consent of such third-party is or may be required to be obtained by    
Purchaser in connection with the transactions contemplated by this Agreement.   

   7.5 Company Action. From the date hereof until Closing, Purchaser shall
not take any action which would make any of the representations or warranties of
Purchaser contained in this Agreement untrue or incorrect or prevent itself or  
any of its Subsidiaries from performing or cause itself or any of the           
Subsidiaries not to perform their respective covenants under this Agreement.    

ARTICLE VIII
CERTAIN OTHER AGREEMENTS

8.1 Proxy Statement; Stockholders Meeting.                          

          (a) As promptly as practicable following the date hereof, Issuer shall
file with the SEC the Proxy Statement with respect to the Stockholders Meeting. 
Purchaser shall use all reasonable efforts to cause the Proxy Statement to be   
mailed to Purchaser's stockholders as promptly as practicable after Purchaser   
reasonably concludes that the Proxy Statement is not subject to further comment 
by the SEC. Seller shall provide Purchaser with all reasonable assistance in    
connection with the foregoing provided that Seller shall have no obligation to  
provide any information that Seller determines is unduly burdensome.            

          (b) Purchaser and Seller shall take all actions (other than qualifying
to do business in any jurisdiction in which either is not now so qualified or to
file a general consent to service of process) required to be taken under any    
applicable United States, state or foreign securities Laws in connection with   
the Share Issuance. Seller shall furnish to Purchaser all information concerning
Seller, the Company and the holders of capital stock of the Company and Seller  
as may be reasonably requested in connection with any such action and the       
preparation, filing and distribution of the Proxy Statement and any other       
filings necessitated by the transactions contemplated hereby provided that      
Seller shall have no obligation to provide any information that Seller          
determines is unduly burdensome. No filing of, or amendment or supplement to, or
correspondence to the SEC or its staff with respect to, the Proxy Statement will
be made by either Party, without providing the other Party a reasonable         
opportunity to review and comment thereon.                                      

       (c) Purchaser will advise Seller, promptly after Purchaser receives
notice thereof, of any request by the SEC for amendment of the Proxy Statement  
or comments thereon and responses thereto or requests by the SEC for additional 
information. If at any time prior to the Closing Date any information relating  
to Purchaser or Seller, or any of their respective Affiliates, officers or      
directors, should be discovered by Seller or Purchaser which should be set forth
in an amendment or supplement to the Proxy Statement so that any of such        
document would not include any misstatement of a material fact or omit to state 
any material fact necessary to make the statements therein, in light of the     
circumstances under which they were made, not misleading, the Party which       
discovers such information shall promptly notify the other Party hereto and an  
appropriate amendment or supplement describing such information shall be        
promptly filed with the SEC and, to the extent required by law, disseminated to 
the stockholders of Purchaser.                                                  

        (d) The Board of Directors of Purchaser shall unanimously (excluding
any interested director of Purchaser affiliated with Seller) recommend that     
Purchaser's stockholders vote in favor of the Share Issuance at the Stockholders
Meeting and to take such other actions to effectuate as promptly as practicable 
the transaction contemplated hereby.                                            

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        (e) The Proxy Statement shall include a statement to the effect that
the Board of Directors of Purchaser has unanimously (excluding any interested   
director of Purchaser affiliated with Seller) recommended that Purchaser's      
stockholders vote in favor of and adopt and approve the Share Issuance at the   
Stockholders' Meeting. Neither the Board of Directors of Purchaser nor any      
committee thereof shall withdraw, amend or modify, or propose or resolve to     
withdraw, amend or modify in a manner adverse to Seller, the unanimous          
(excluding any interested director of Purchaser affiliated with Seller)         
recommendation of the Board of Directors of Purchaser that Purchaser's          
stockholders vote in favor of the Share Issuance. For purposes of this          
Agreement, said recommendation of the Board of Directors shall be deemed to have
been modified in a manner adverse to Seller if said recommendation shall no     
longer be unanimous.                                                            

          (f) Purchaser shall, as soon as practicable following the date hereof,
establish a record date for, duly call, give notice of, convene and hold the    
Stockholders Meeting as promptly as practicable for the purpose of voting upon  
the approval of the Share Issuance, and cause the Proxy Statement to be timely  
mailed to Purchaser's stockholders. Purchaser shall use all reasonable efforts  
to procure proxies in favor of the approval of the Share Issuance and will take 
all other action necessary or advisable to secure the vote or consent of its    
stockholders required under the rules of Nasdaq or Delaware law in connection   
with obtaining such approval.                                                   

  (g) Seller agrees to vote all shares of Purchaser Common Stock
beneficially owned by Seller or any of its Affiliates in favor of the Share     
Issuance at the Stockholders Meeting and to take such other actions to          
effectuate as promptly as practicable the transaction contemplated hereby.      

     (h) Notwithstanding anything contained in Agreement the contrary,
Purchaser shall not be obligated to take the actions set forth in Sections      
8.1(d) and 8.1(e) hereof to the extent that such action is inconsistent with the
proper discharge of the fiduciary duties of the Board of Directors of Purchaser;
provided, however, that notwithstanding any such determination and, if the Board
of Directors of Purchaser withdraws its recommendation that Purchaser's         
stockholders vote in favor of the Share Issuance at the Stockholders Meeting,   
the Board shall put the matter of the Share Issuance to a vote by the           
stockholders of Purchaser at the Stockholders Meeting.                          

8.2 Access to Information; Confidentiality.                         

         (a) Seller will cause the Company to provide Purchaser with copies of
all books, records (including tax records), contracts, and documents of or      
pertaining to the Company as shall be reasonably requested by Purchaser.        

          (b) Purchaser will permit representatives of Seller to have reasonable
access at all reasonable times, and in a manner so as not to interfere with the 
normal business operations of Purchaser, to the senior management and personnel 
of Purchaser and to provide Seller with copies of all books, records (including 
tax records), contracts, and documents of or pertaining to Purchaser as shall be
reasonably requested by Seller.                                                 

 (c) During the term of this Agreement and for three (3) years
thereafter, each Party shall keep and shall cause its directors, officers,      
employees, representatives, agents and partners to keep confidential all        
Intellectual Property and all other proprietary information, including, without 
limitation, information relating to this Agreement, any contract or other       
business document or information obtained by a Party by reason of the           
transactions contemplated by this Agreement (collectively, "Confidential        
Information") of or concerning the other Party hereto or its Affiliates or its  
or their respective customers furnished it by such other Party or its           
representatives in connection with or pursuant to this Agreement, except to the 
extent that any information referred to above has been or is (i) independently  
developed by                                                                    

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the Party without reference to such information, (ii) previously known by the   
Party to which it is furnished, (iii) in the public domain through no fault of  
such Party, (iv) later lawfully acquired from other sources by the Party to     
which it was furnished or (v) compelled to be disclosed by judicial or          
administrative process or, upon the advice of its counsel, by other requirements
of law; provided, however, that if a Party is so required to disclose           
Confidential Information, such Party shall promptly notify the other Party and  
reasonably cooperate with the other Party if it elects (at its expense) to seek 
to limit or avoid such disclosure by any lawful means. To the extent that       
Confidential Information provided by one Party to the other Party is            
Confidential Information of a third party and is subject to a confidentiality   
undertaking for a term in excess of (or with stricter conditions than) that     
provided in this Section 8.2 and so long as such terms and conditions are       
disclosed by the one Party to the other, the Party receiving such Confidential  
Information shall be subject to the specific terms and conditions relating to   
such Confidential Information.                                                  

    8.3 Mutual Cooperation. Until the third anniversary of the Closing Date,
each Party, will use their reasonable efforts to provide to the other Party (the
"Requesting Party") such records and information and to make available to the   
Requesting Party such employees, in each case as may be reasonably requested in 
writing by the Requesting Party, for the purpose of assisting the Requesting    
Party in responding to governmental inquiries, making required governmental     
filings or defending or prosecuting any action or other proceeding involving any
Person other than the Party providing such information or records or making     
available such employees (the "Providing Party"); provided, however, that no    
Providing Party shall be required to (i) incur any out-of-pocket expenses, (ii) 
provide information, records or employees under circumstances which the         
Providing Party believes in its sole reasonable determination may expose it to  
liability to any Person or may prejudice any interest, commercial, legal or     
otherwise, of the Providing Party or (iii) take any action that in the Providing
Party's sole reasonable determination unreasonably interferes with its business.

 8.4 Public Announcements. The Parties agree that any press release or
other public statement with respect to this Agreement or the transactions       
contemplated hereby shall be only as agreed upon in advance by Purchaser and    
Seller.                                                                         

8.5 Conveyance Taxes. Purchaser and Seller shall cooperate in the   
preparation, execution and filing of all returns, questionnaires, applications  
or other documents regarding any real property transfer or gains, sales, use,   
transfer, value added, stock transfer and stamp taxes, any transfer, recording, 
registration and other fees, and any similar taxes which become payable in      
connection with the transactions contemplated hereby that are required or       
permitted to be filed on or before the Closing Date. All of such taxes and      
expenses shall be borne by Seller.                                              

     8.6 Conduct Prior to Closing; Conduct of Business. During the period from
the date of this Agreement and continuing until the earlier of the termination  
of this Agreement pursuant to its terms and the Closing Date, Seller and        
Purchaser each agrees as to itself to carry on its business, and to cause their 
respective Subsidiaries to carry on their business, in the usual, regular and   
ordinary course, in substantially the same manner as heretofore conducted and in
compliance in all material respects with all applicable laws and regulations,   
pay its debts and taxes when due subject to good faith disputes over such debts 
or taxes, pay or perform its other obligations when due, and use all reasonable 
efforts (and in any event no less than would be consistent with its past        
practices), to (i) preserve intact its present business organization, (ii) keep 
available the services of its present officers and key employees and (iii)      
preserve its relationships with third parties with which it has business        
dealings. In addition, Purchaser will promptly notify Seller and Seller will    
promptly notify Purchaser, of any material event involving its respective       
business or operations, and of any event that could reasonably be expected to   
have a Material Adverse Effect.                                                 

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        (a) In addition, except as permitted by the terms of this Agreement,
without the prior written consent of Seller, during the period from the date of 
this Agreement and continuing until the earlier of the termination of this      
Agreement and the Closing Date, except as set forth in Schedule 8.6 of the      
Purchaser's Disclosure Schedule, Purchaser shall not do any of the following and
shall not permit its Subsidiaries to do any of the following:                   

              (i) Waive any stock repurchase rights, accelerate, amend or change
the period of exercisability of any options or restricted stock or reprice      
options granted under any employee, consultant, director or other stock plans or
authorize cash payments in exchange for any options granted under any of such   
plans except as required by the terms of such plans or any related agreements or
employment agreements in effect as of the date of this Agreement;               

         (ii) Grant any severance or termination pay to any officer or
employee except pursuant to written agreements in effect, or policies existing, 
on the date hereof and as previously disclosed in Purchaser's Disclosure        
Schedule, or adopt any new severance plan;                                      

              (iii) Declare, set aside or pay any dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in respect
of any capital stock or split, combine or reclassify any capital stock or issue 
or authorize the issuance of any other securities in respect of, in lieu of or  
in substitution for, any capital stock;                                         

   (iv) Purchase, redeem or otherwise acquire, directly or
indirectly, any shares of its capital stock;                                    

             (v) Issue, deliver, sell, authorize, pledge or otherwise encumber
any shares of capital stock or any securities convertible into shares of capital
stock, or subscriptions, rights, warrants or options to acquire any shares of   
capital stock or any securities convertible into shares of capital stock, or    
enter into other agreements or commitments of any character obligating it to    
issue any such shares or convertible securities, other than the issuance,       
delivery and/or sale of Purchaser's Shares pursuant to the exercise of options  
outstanding on the date of this Agreement; or                                   

           (vi) Cause, permit or propose any amendments to its Constituent
Documents or other charter documents (or similar governing instruments of any of
its Subsidiaries).                                                              

     8.7 Purchasing Agent Agreement. On the Closing Date, the Purchasing Agent
Agreement (the "Purchasing Agent Agreement"), by and among GMAI Auctentia       
Central de Compras, S.L. and Afinsa, substantially in the form of the Purchasing
Agent Agreement attached hereto as Exhibit B, shall have been executed and      
entered into by such parties and shall be in full force and effect.             

ARTICLE IX
 INDEMNIFICATION

     9.1 Survival. The representations and warranties of the Parties contained
in this Agreement shall survive the Closing and shall continue in full force and
effect (a) in the case of the representations and warranties of Seller, for the 
Survival Period and (b) in the case of the representations and warranties of    
Purchaser, until the expiration of the applicable statute of limitations with   
respect to the matter to which the claim relates. Notwithstanding the foregoing,
any representation or warranty in respect of which indemnity may be sought      
hereunder shall survive the time at which it would otherwise terminate pursuant 
to this Section 9.1 if notice of the breach thereof shall have been given to the
Party against whom such indemnity may be sought prior to the expiration of the  
applicable survival period. The                                                 

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Parties' covenants and agreements under this Agreement shall survive the Closing
indefinitely unless a shorter period of performance is specified with respect to
such covenant or agreement.                                                     

9.2 Indemnification by Seller.                                      

 (a) Subject to Sections 9.2(b) and 9.5 Seller shall indemnify
Purchaser and its Affiliates, directors, principals, officers, employees,       
independent contractors, agents and representatives, in their capacities as     
such, and the successors, heirs and personal representatives of any of them     
(collectively, "Purchaser Indemnified Parties") and hold them harmless from any 
and all claims, suits, actions, proceedings, investigations, judgments, damages,
losses, liabilities and expenses (including, reasonable expenses of             
investigation and attorneys' fees and expenses) (collectively, "Damages")       
incurred or suffered by any Purchaser Indemnified Party arising out of or       
relating to (i) any breach or inaccuracy of any representation, warranty,       
covenant or other agreement of Seller contained herein (including the Exhibits  
and Schedules attached hereto) or any instruments delivered by Seller pursuant  
to this Agreement.                                                              

 (b) Notwithstanding Section 9.2(a), Seller shall not have any
obligation to indemnify the Purchaser Indemnified Parties from and against any  
Damages under Section 9.2(a) until the Purchaser Indemnified Parties have       
suffered aggregate Damages under this Agreement and under all other agreements  
by and between Purchaser and Seller that are in effect as of the date hereof, in
excess of US $2.5 million, and in such case, Seller's obligation to indemnify   
shall only apply to Damages in excess of such US $2.5 million.                  

     9.3 Indemnification by Purchaser. Subject to the limitations set forth in
Section 9.5, Purchaser shall indemnify Seller and each Shareholder and each of  
their Affiliates, directors, principals, officers, directors, employees,        
independent contractors, agents and representatives, in their capacities as     
such, and the successors, heirs and personal representatives of any of them     
(collectively, the "Seller Indemnified Parties") and hold them harmless from any
and all Damages incurred or suffered by any Seller Indemnified Party arising out
of or relating to (i) any breach or inaccuracy of any representation, warranty, 
covenant or other agreement of Purchaser contained herein or any instruments    
delivered by Purchaser pursuant to this Agreement.                              

9.4 Indemnification; Notice and Settlements. A party seeking        
indemnification pursuant to Section 9.2 or 9.3 (an "Indemnified Party") with    
respect to a claim, action or proceeding by a person who is not a Purchaser     
Indemnified Party or a Seller Indemnified Party shall give prompt written notice
to the Party from whom such indemnification is sought (the "Indemnifying Party")
of the assertion of any claim, or the commencement of any action or proceeding, 
in respect of which indemnity may be sought hereunder; provided that the failure
to give such notice shall not affect the Indemnified Party's rights to          
indemnification hereunder, except to the extent such failure shall actually     
prejudice in any material respect the Indemnifying Party's ability to defend    
such claim, action or proceeding. The Indemnifying Party shall have the right to
assume the defense of any such action or proceeding at its expense, with counsel
approved by the Indemnified Party (which approval will not be unreasonably      
withheld). If the Indemnifying Party shall elect not to assume the defense of   
any such action or proceeding, or fails to make such an election within 20 days 
after it receives such notice pursuant to the first sentence of this Section    
9.4, the Indemnified Party may assume such defense at the expense of the        
Indemnifying Party. The Indemnified Party shall have the right to participate in
(but not control) the defense of an action or proceeding defended by the        
Indemnifying Party hereunder and to retain its own counsel in connection with   
such action or proceeding, but the fees and expenses of such counsel shall be at
the Indemnified Party's expense unless (i) the Indemnifying Party and the       
Indemnified Party have mutually agreed in writing to the retention of such      
counsel or (ii) the named parties in any such action or proceeding (including   
impleaded parties) include the Indemnifying Party and the Indemnified Party, and

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representation of the Indemnifying Party and the Indemnified Party by the same  
counsel would create a conflict (in which case the Indemnifying Party shall not 
be permitted to assume the defense of such claim, action or proceeding);        
provided that, unless otherwise agreed by the Indemnifying Party, if the        
Indemnifying Party is obligated to pay the fees and expenses of such counsel,   
the Indemnifying Party shall be obligated to pay only the fees and expenses     
associated with one attorney or law firm (plus local counsel as required), as   
applicable, for the Indemnified Party. An Indemnifying Party shall not be liable
under Section 9.2 or 9.3 for any settlement effected without its written        
consent, which consent will not be unreasonably withheld, of any claim, action  
or proceeding in respect of which indemnity may be sought hereunder.            

   9.5 Purchaser's Sole Remedy. Purchaser's right to indemnification under
this Article IX is the exclusive remedy of such Purchaser with respect to any   
claim whatsoever which such Purchaser may have against Seller arising out of or 
relating to this Agreement (or the breach thereof).                             

 ARTICLE X
 CLOSING

10.1 Closing Date.                                                  

(a) The closing of the transactions contemplated hereby (the
"Closing") shall be held on the day of the Stockholders Meeting at 10:00 a.m.,  
prevailing local time, at the offices of Kramer Levin Naftalis & Frankel LLP,   
919 Third Avenue, New York, NY 10022 U.S.A. The date on which the Closing       
actually occurs is herein referred to as the "Closing Date".                    

10.2 Deliverables at Closing.                                       

    (a) Deliveries at Closing by Seller. At or prior to the Closing,
Seller shall deliver or cause to be delivered to Purchaser:                     

           (i) evidence, reasonably satisfactory to Purchaser, that all of
the Sale Units have been duly and effectively assigned, transferred and         
delivered to Purchaser and that Purchaser is the sole member and unit holder of 
the Company, and the owner of all of the Sale Units;                            

    (ii) Registration Rights Agreement (executed by Seller);

  (iii) the certificate contemplated by Section 11.1(c);

            (iv) any and all consents that may be required to consummate the
transactions contemplated by this Agreement with respect to the Company; and    

              (v) an opinion of counsel to Seller, customary for transactions of
this type and mutually acceptable to the Parties, dated as of the Closing Date. 

       (b) Deliveries at Closing by Purchaser. At or prior to the Closing,
Purchaser shall deliver or cause to be delivered to Seller                      

             (i) certificates representing the Purchaser Shares, registered in
the name of Seller; and                                                         

          (ii) the Registration Rights Agreement (executed by Purchaser)

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 (iii) the certificate contemplated by Section 11.2(c)

            (iv) any and all consents that may be required to consummate the
transactions contemplated by this Agreement with respect to the Company; and    

              (v) an opinion of counsel to Purchaser, customary for transactions
of this type and mutually acceptable to the Parties, dated the Closing Date.    

ARTICLE XI
CONDITIONS PRECEDENT

11.1 Conditions Precedent to Purchaser's Closing Obligations. All   
obligations of Purchaser hereunder are subject, at the option of Purchaser, to  
the fulfillment of each of the following conditions at or prior to the Closing, 
and Seller shall use his best efforts to cause each such condition to be so     
fulfilled:                                                                      

        (a) All representations and warranties of Seller contained herein or
in any document or certificate delivered pursuant hereto relating to the Seller 
and/or the Company shall be true and correct in all material respects when made 
and shall be deemed to have been made again at and as of the Closing Date, and  
shall then be true and correct in all material respects.                        

          (b) All covenants, agreements and obligations required by the terms of
this Agreement to be performed by Sellers at or before the Closing shall have   
been duly and properly performed in all material respects.                      

       (c) There shall be delivered to Purchaser a certificate executed by
the President and Secretary of Seller, dated the date of the Closing, certifying
to the best knowledge of such person after due investigation that the conditions
set forth in paragraphs (a) and (b) of this Section 11.1 have been fulfilled.   

        (d) The Share Issuance shall have been adopted by the requisite vote
of the stockholders of Purchaser.                                               

(e) Purchaser shall not have received any notice or other   
communication from Nasdaq that Nasdaq requires that Purchaser and/or Seller must
meet Nasdaq's initial listing standards in connection with the transactions     
contemplated by this Agreement.                                                 

        (f) No action, suit, or proceeding shall be pending before any court
or quasi-judicial or other Governmental Authority or before any arbitrator      
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of the transactions contemplated by this Agreement, (ii)   
cause any of the transactions contemplated by this Agreement to be rescinded    
following consummation, or (iii) affect in a manner that would have a Material  
Adverse Effect or otherwise affect the right of Purchaser to own the Sale Units 
and to operate the Company.                                                     

 11.2 Conditions Precedent to Seller's Obligations. All obligations of
Seller hereunder are subject, at the option of Seller, to the fulfillment of    
each of the following conditions at or prior to the Closing, and Purchaser shall
use its best efforts to cause each such condition to be so fulfilled:           

        (a) All representations and warranties of Purchaser contained herein
or in any document or certificate delivered pursuant hereto shall be true and   
correct when made and shall be                                                  

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deemed to have been made again at and as of the date of the Closing, and shall  
then be true and correct in all material respects.                              

          (b) All covenants, agreements and obligations required by the terms of
this Agreement to be performed by Purchaser at or before the Closing shall have 
been duly and properly performed in all material respects.                      

         (c) There shall be delivered to Sellers a certificate executed by the
Chief Executive Officer and Secretary of Purchaser, dated the date of the       
Closing, certifying to the best knowledge of such persons after due             
investigation that the conditions set forth in paragraphs (a) and (b),of this   
Section 11.2 have been fulfilled.                                               

        (d) No action, suit, or proceeding shall be pending before any court
or quasi-judicial or other Governmental Authority or before any arbitrator      
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of any of the transactions contemplated by this Agreement  
or (ii) cause any of the transactions contemplated by this Agreement to be      
rescinded following consummation (and no such injunction, judgment, order,      
decree, ruling, or charge shall be in effect) or (iii) affect in a manner that  
would have a Material Adverse Effect or otherwise affect the right of Seller to 
own the Purchaser Shares and to exercise its rights with respect thereto.       

          (e) Purchaser's common stock shall continue to be listed on the Nasdaq
National Market System and Purchaser shall not have received any notice or other
communication from Nasdaq threatening to delist Purchaser from the Nasdaq       
National Market System. The Purchaser Shares shall have been approved for       
listing on Nasdaq subject to issuance.                                          

        (f) The Share Issuance shall have been adopted by the requisite vote
of the stockholders of Purchaser.                                               

(g) Purchaser shall not have received any notice or other   
communication from Nasdaq that Nasdaq requires, or is concerned that it may     
require, that Purchaser and/or Seller must meet Nasdaq's initial listing        
standards in connection with the transactions contemplated by this Agreement.   

 ARTICLE XII
 TERMINATION

12.1 Termination of Agreement.                                      

     (a) Certain of the Parties hereto may terminate this Agreement as
provided below:                                                                 

           (i) Purchaser and Seller may terminate this Agreement by mutual
written consent at any time prior to the Closing;                               

            (ii) Purchaser may, at its option, also terminate this Agreement
by giving written notice to Seller at any time prior to the Closing (A) if and  
in the event Seller has breached any representation, warranty, or covenant      
contained in this Agreement which has resulted in or that may reasonably be     
expected to result in a Material Adverse Effect, Purchaser has notified Seller  
of the breach, and the breach has continued without cure for a period of 30 days
after the notice of breach, (B) if the Closing shall not have occurred on or    
before September 30, 2003, by reason of the failure of any condition precedent  
under Section 11.1(a) hereof (unless the failure results primarily from         
Purchaser itself breaching any representation, warranty, or covenant contained  
in this Agreement), or (C) if Purchaser's stockholders fail to approve the Share
Issuance at the Stockholders Meeting; and                                       

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        (iii) Seller may, at its option, terminate this Agreement by
giving written notice to Purchaser at any time prior to the Closing (A) in the  
event Purchaser has breached any representation, warranty, or covenant contained
in this Agreement which has resulted in or that may reasonably be expected to   
result in a Material Adverse Effect, Seller has notified Purchaser of the       
breach, and the breach has continued without cure for a period of 30 days after 
the notice of breach or (B) if the Closing shall not have occurred on or before 
September 30, 2003, by reason of the failure of any condition precedent under   
Section 11.1(b) hereof (unless the failure results primarily from Seller or its 
Affiliates breaching any representation, warranty, or covenant contained in this
Agreement) or (C) if Purchaser's stockholders fail to approve the Share Issuance
at the Stockholders Meeting;                                                    

provided, however, that the Party seeking termination pursuant to clause (ii)(A)
or (iii)(A) is not then itself in breach in a material respect of any of its    
representations, warranties or covenants contained in this Agreement.           

          (b) If any Party terminates this Agreement pursuant to Section 12.1(a)
above, all rights and obligations of the Parties hereunder shall terminate      
without any liability of any Party to any other Party (except for any Liability 
of any Party then in breach); provided, however, that the confidentiality       
provisions contained in Section 8.2 and the indemnification provisions contained
in Article IX shall survive termination.                                        

ARTICLE XIII
MISCELLANEOUS 

13.1 Entire Agreement. This Agreement, including the Schedules and  
Exhibits hereto, and the documents and instruments to be executed and delivered 
pursuant hereto constitute the entire agreement among the Parties with respect  
to the subject matter hereof, supercede all prior agreements and understandings 
among the Parties with respect thereto, and no Party shall be liable or bound to
any other Party in any manner by any promises, conditions, warranties,          
representations, or covenants except as specifically set forth herein or        
therein.                                                                        

   13.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and 
assigns of the Parties; provided, however, that no Party may assign this        
Agreement without prior written consent of the other; except that any or all of 
Purchaser's rights hereunder may be assigned to any direct or indirect          
wholly-owned subsidiary of Purchaser. Nothing in this Agreement, express or     
implied, is intended to confer upon any party other than the Parties hereto or  
their respective successors and permitted assigns any rights, remedies,         
obligations, or liabilities under or by reason of this Agreement, except as     
expressly provided in this Agreement.                                           

      13.3 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from    
this Agreement and the balance of the Agreement shall be interpreted as if such 
provision were so excluded and shall be enforceable in accordance with its      
terms.                                                                          

    13.4 Amendments and Waivers. This Agreement may not be modified, nor may
any term or provision hereof be waived or discharged, except by an instrument in
writing signed by the Party against whom enforcement of such modification,      
waiver or discharge is sought. No such waiver or discharge shall be deemed to be
or shall constitute a waiver or discharge with respect to any other terms or    
provisions of this Agreement, whether or not similar. Each such waiver or       
discharge shall be effective only in the specific instance and for the purpose  
for which it was given, and shall not constitute a continuing waiver or         
discharge.                                                                      

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13.5 Governing Law; Consent to Jurisdiction.                        

       (a) This Agreement shall be governed by and construed in accordance
with, the internal Laws of the State of New York applicable to contracts        
executed and fully performed within the State of New York.                      

   (b) Seller and Purchaser each hereby irrevocably submits to the
jurisdiction of any New York State or Federal Court sitting in the City and     
County of New York in respect of any suit, action or proceeding arising out of  
or relating to this Agreement, and irrevocably accepts for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid   
courts. Seller and Purchaser each irrevocably waives, to the fullest extent such
Party may effectively do so under applicable Law, trial by jury and any         
objection that such Party may now or hereafter have to the laying of venue of   
any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought  
in an inconvenient forum. Nothing herein shall affect the right of any Party    
hereto to serve process in any manner permitted by Law or to commence legal     
proceedings or otherwise proceed against the other Party in any other           
jurisdiction.                                                                   

        (c) Seller will at all times have an authorized agent in the City of
New York upon whom process may be served in any legal action or proceeding      
arising out of or relating to this Agreement. Service of process upon such agent
and written notice of such service mailed or delivered to Seller shall to the   
extent permitted by law be deemed in every respect effective service of process 
upon Seller in any such legal action or proceeding. The Seller shall irrevocably
appoint Cuatrecasas LLP as its agent for such purpose in New York, and covenants
and agrees that service of process in any suit, action or proceeding may be made
upon it at the office of such agent at 110 East 55th Street, New York, New York 
10022, attn: Javier Villasante (or at such other address or, at the office of   
such other authorized agent as the Seller may designate by written notice to the
Purchaser). As an alternative method of service, Seller also irrevocably        
consents to the service of any and all process in any such action or proceeding 
in such New York State or Federal court sitting in the City of New York by the  
mailing of copies of such process to it at its address specified in Section 13.8
hereof.                                                                         

13.6 Counterparts. This Agreement may be executed in two or more    
counterparts (and by facsimile), each of which shall be deemed an original, but 
all of which together shall constitute one and the same instrument.             

   13.7 Interpretation. The Parties hereto acknowledge and agree that: (i)
each Party and its counsel reviewed and negotiated the terms and provisions of  
this Agreement and have contributed to its revision; (ii) the rule of           
construction to the effect that any ambiguities are resolved against the        
drafting Party shall not be employed in the interpretation of this Agreement;   
and (iii) the terms and provisions of this Agreement shall be construed fairly  
as to all Parties hereto and not in favor of or against any Party, regardless of
which Party was generally responsible for the preparation of this Agreement.    

     13.8 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively  
given (i) upon delivery, if delivered personally, (ii) five (5) Business Days   
after deposit in the mail, if sent by registered or certified mail, return      
receipt requested, postage prepaid, (iii) the third Business Day after deposit  
with an internationally recognized overnight courier service, if sent by courier
service, or (iv) upon confirmation of receipt, if sent by facsimile             
transmission, and, in any case, properly addressed to the Parties as follows:   

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IF TO PURCHASER:        Greg Manning Auctions, Inc.                             
775 Passaic Avenue              
West Caldwell, New Jersey       
U.S.A.                          
Attn: President                 
Fax:  973-882-2981              

                   with a copy to (which shall not constitute notice):

   Kramer Levin Naftalis & Frankel LLP
919 Third Avenue                
New York, New York 10022        
Attn: Scott S. Rosenblum        
Fax:  (212) 715-8000            

IF TO SELLER:           Auctentia, S.L.                                         
Joaquin Maria Lopez             
8 bis 28015                     
Madrid                          
Spain                           
Attn: Esteban Perez             
Fax:  91-535-76-81              

                   with a copy to (which shall not constitute notice):

Cuatrecasas LLP                 
110 E. 55th Street              
New York, New York 10022        
Attn: Javier Villasante         
Fax:  212-758-1028              

                   with a copy to (which shall not constitute notice):

        Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue                 
New York, New York 10178        
Attn: Jeffrey N. Ostrager       
Fax:  212-697-1559              

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                   with a copy to (which shall not constitute notice):

Afinsa Bienes Tangibles, S.A.   
Lagasca 88, 28001               
Madrid                          
Spain                           
Attn: Juan Antonio Cano         
Fax:  34-91-576-1105            

or to such other address or addresses as a Party may from time to time designate
as to itself, by notice as provided herein, provided that any such notice shall 
be deemed effectively given only upon receipt.                                  

     13.9 Expenses. Each of the Parties shall bear its own expenses, including
but not limited to counsel and accounting fees, in connection with the          
transactions contemplated hereby. Seller agrees to pay any transfer Taxes that  
may be payable in connection with the execution, delivery and performance of    
this Agreement or the transfer of any or all of the Sale Units, and shall       
indemnify Purchaser against any Liability for payment thereof and shall furnish 
to Purchaser evidence of payment upon request. Seller shall prepare and file any
required Tax returns and other required documents with respect to such Taxes.   

   13.10 Further Assurances. Each of Seller and Purchaser agree to execute
and deliver, from time to time as necessary or desirable, at its own expense,   
such further documents and instruments, and to perform such additional acts as  
Purchaser or Seller may reasonably request to effectuate or carry out and       
perform all the terms, provisions and conditions of this Agreement and the      
transactions contemplated hereby and to effectuate the intent and purposes      
hereof.                                                                         

[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, the Parties have executed this Inventory Purchase
Agreement as of the date first written above.                                   

                   AUCTENTIA, S.L.

                                 By: /s/ Esteban Perez Herrero
                                        ------------------------------
                                Name:  Esteban Perez Herrero
                             Title: Executive Chairman

                               GREG MANNING AUCTIONS, INC.

                        By: /s/ Greg Manning
                                          ------------------------------
                       Name:  Greg Manning
                                  Title: Chief Executive Officer

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Schedule A
The Assets

The Assets consist of:                                                          

1.    Stamps and Collectibles. All of Seller's right, title and interest in and 
 to the stamps, collectibles and certain other assets set forth in the
attached public deed (the "Collectibles"):                          

2.    Warranties. All of Seller's rights under warranties, and all similar      
rights or claims (whether known or unknown) against third parties,  
relating to the Collectibles; and                                   

3.    Records. Originals or, where not available, copies, of all contracts, bill
   of sale, authenticity documents and other agreements which relate to or
are a part of the Collectibles.                                     

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 Exhibit A

 Form of Registration Rights Agreement

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 Exhibit B

Form of Purchasing Agent Agreement

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 Table of Contents
                                                                            Page
                                                                            ----

ARTICLE I      DEFINITIONS...................................................1  
    1.1      Definitions...................................................1

ARTICLE II     PURCHASE AND SALE; CONSIDERATION..............................4  
    2.1      Purchase and Sale.............................................4
    2.2      Consideration.................................................4

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF SELLER......................4  
    3.1      Organization, Good Standing and Qualification.................5
    3.2      Authorization.................................................5
    3.3      No Violations or Conflicts....................................5
    3.4      Consents and Approvals........................................5
    3.5      Ownership.....................................................5
    3.6      Litigation....................................................6
    3.7      Brokers and Finders...........................................6
    3.8      Investment Representations....................................6
    3.9      Representation Disclaimer.....................................7

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING               
            THE COMPANY....................................................7
    4.1      Organization, Good Standing and Qualification.................7
    4.2      Capitalization................................................8
    4.3      No Violations or Conflicts....................................8
    4.4      Consents and Approvals........................................8
    4.5      No Materially Adverse Contracts, Etc..........................8
    4.6      No Liabilities................................................8
    4.7      Contracts and Commitments.....................................9
    4.8      Litigation....................................................9
    4.9      Compliance with Laws..........................................9
    4.10     Intentionally Omitted.........................................9
    4.11     Title to Assets; Absence of Encumbrances; Condition...........9
    4.12     Books and Records.............................................9
    4.13     Employees.....................................................9
    4.14     Taxes.........................................................9
    4.15     Restrictions on Business Activities...........................9
    4.16     Bank Accounts/Powers of Attorney.............................10
    4.17     Certain Payments.............................................10
    4.18     Information Supplied.........................................10
    4.19     Insurance....................................................10

ARTICLE V      REPRESENTATIONS AND WARRANTIES OF PURCHASER..................11  
    5.1      Organization, Good Standing and Qualification................11
    5.2      Subsidiaries.................................................11
    5.3      Authorization; Enforcement; Validity.........................11
    5.4      Capitalization...............................................11
    5.5      No Violations or Conflicts...................................12

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 (continued)

                                                                            Page
                                                                            ----

    5.6      Consents and Approvals.......................................12
    5.7      The Purchaser Shares.........................................12
    5.8      SEC Documents; Financial Statements..........................13
    5.9      Absence of Certain Changes...................................14
    5.10     Litigation...................................................15
    5.11     No General Solicitation......................................15
    5.12     No Integrated Offering.......................................15
    5.13     Intellectual Property Rights.................................16
    5.14     Insurance....................................................16
    5.15     Licenses and Permits.........................................16
    5.16     No Materially Adverse Contracts, Etc.........................16
    5.17     Tax Status...................................................16
    5.18     Transactions With Affiliates.................................17
    5.19     Application of Takeover Protections..........................17
    5.20     Foreign Corrupt Practices....................................17
    5.21     Effect of Transaction........................................17
    5.22     Change of Control Payments...................................17
    5.23     Information Supplied.........................................18
    5.24     Brokers and Finders..........................................18

ARTICLE VI     COVENANTS OF SELLER..........................................18  
    6.1      Certain Filings..............................................18
    6.2      Consents and Approvals.......................................18
    6.3      Further Assurances...........................................18
    6.4      Notification of Certain Matters..............................18
    6.5      Company Information..........................................19
    6.6      Company Action...............................................19

ARTICLE VII    COVENANTS OF PURCHASER.......................................19  
    7.1      Certain Filings..............................................19
    7.2      Consents and Approvals.......................................19
    7.3      Further Assurances...........................................19
    7.4      Notification of Certain Matters..............................19
    7.5      Company Action...............................................20

ARTICLE VIII   CERTAIN OTHER AGREEMENTS.....................................20  
    8.1      Proxy Statement; Stockholders Meeting........................20
    8.2      Access to Information; Confidentiality.......................21
    8.3      Mutual Cooperation...........................................22
    8.4      Public Announcements.........................................22
    8.5      Conveyance Taxes.............................................22
    8.6      Conduct Prior to Closing; Conduct of Business................22
    8.7      Purchasing Agent Agreement...................................23

ARTICLE IX     INDEMNIFICATION..............................................23  
    9.1      Survival.....................................................23
    9.2      Indemnification by Seller....................................24

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                                                                            ----

    9.3      Indemnification by Purchaser.................................24
    9.4      Indemnification; Notice and Settlements......................24
    9.5      Purchaser's Sole Remedy......................................25

ARTICLE X      CLOSING......................................................25  
    10.1     Closing Date.................................................25
    10.2     Deliverables at Closing......................................25

ARTICLE XI     CONDITIONS PRECEDENT.........................................26  
    11.1     Conditions Precedent to Purchaser's Closing Obligations......26
    11.2     Conditions Precedent to Seller's Obligations.................26

ARTICLE XII    TERMINATION..................................................27  
    12.1     Termination of Agreement.....................................27

ARTICLE XIII   MISCELLANEOUS................................................28  
    13.1     Entire Agreement.............................................28
    13.2     Successors and Assigns.......................................28
    13.3     Severability.................................................28
    13.4     Amendments and Waivers.......................................28
    13.5     Governing Law; Consent to Jurisdiction.......................29
    13.6     Counterparts.................................................29
    13.7     Interpretation...............................................29
    13.8     Notices......................................................29
    13.9     Expenses.....................................................31
    13.10    Further Assurances...........................................31

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Appendix C

Subscription Agreement

C-1 

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SUBSCRIPTION AGREEMENT

by and between

 AUCTENTIA, S.L.

 ("Buyer")

 and

 GREG MANNING AUCTIONS, INC.

("Issuer")

----------------------- 

Dated January 23, 2003

----------------------- 

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SUBSCRIPTION AGREEMENT

     This Subscription Agreement (this "Agreement") is made as of the 23rd day
of January 2003, by and between AUCTENTIA, S.L., a Spanish limited liability    
company ("Buyer"), and GREG MANNING AUCTIONS, INC., a Delaware corporation      
("Issuer").                                                                     

RECITALS

    WHEREAS, Issuer is engaged directly, or through its Subsidiaries, in the
businesses of providing intermediation for high level collectors, with auctions 
and sales in collectible assets both through internet and live auctions and     
trading and investing in collectible tangible assets, primarily philatelic and  
numismatic assets as well as fine arts;                                         

     WHEREAS, Buyer desires to purchase for cash from Issuer the Issuer Shares
(as hereinafter defined) and Issuer desires to sell the same, on the terms and  
conditions hereinafter contained;                                               

WHEREAS, Buyer and Issuer desire to make certain representations,   
warranties and agreements in connection with, and establish various conditions  
precedent to, the issuance of the Issuer Shares and the transactions            
contemplated hereby; and                                                        

NOW, THEREFORE, in consideration of the foregoing premises and the  
respective representations, warranties, covenants and agreements herein         
contained, and intending to be legally bound hereby, the parties hereby agree as
follows:                                                                        

ARTICLE I 
 DEFINITIONS

  1.1 Definitions. Unless otherwise provided herein, the following terms
used in this Agreement shall have the meanings set forth below:                 

     "Accredited Investor" shall have the meaning set forth in Section 3.6(a).

 "Affiliate" shall mean, with respect to a specified Person, any other
Person that directly or indirectly, through one or more intermediaries,         
controls, is controlled by or is under common control with, such specified      
Person. For purposes of this definition, "control," when used with respect to   
any Person, means the power to direct the management and policies of such       
Person, directly or indirectly, whether through the ownership of voting         
securities, by contract or otherwise and the terms "affiliated," "controlling"  
and "controlled" shall have meanings correlative to the foregoing.              

"Agreement" shall mean this Agreement, including the Schedules and  
Exhibits hereto, as the same may be amended from time to time.                  

     "Business Day" means any day (except a Saturday or Sunday) on which banks
are generally open for business in New York City, United States of America, and 
in Madrid, Spain.                                                               

"Buyer" shall have the meaning set forth in the Preamble.           

   "Buyer Indemnified Parties" shall have the meaning set forth in Section
8.2.                                                                            

 "Cash Consideration" shall have the meaning set forth in Section 2.2.

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"Closing" shall have the meaning set forth in Section 9.1.          

"Closing Date" shall have the meaning set forth in Section 9.1.     

  "Confidential Information" shall have the meaning set forth in Section
7.2.                                                                            

     "Constituent Documents" shall mean, with respect to a Person, its primary
formation and organizational documents.                                         

"Contracts" shall mean all material agreements, contracts or        
understandings, oral or written, to which, as of the date hereof or the Closings
(as applicable), the Issuer is a party or by which Issuer or its assets are     
bound.                                                                          

"Encumbrances" shall mean any mortgages, liens, pledges, security   
interests, leases, options or rights of third persons to acquire or lease,      
charges, adverse interests, judgments, claims, encumbrances, restrictions or    
defects of any nature whatsoever.                                               

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.                

"GAAP" shall mean U.S. generally accepted accounting principles,    
consistently applied, except that with respect to any Person whose financial    
statements are not prepared in accordance with U.S. generally accepted          
accounting principles, GAAP shall mean the generally accepted accounting        
principles of the Person's relevant jurisdiction consistently applied.          

"Governmental Authority" shall mean any public body, governmental,  
administrative or regulatory authority, agency, instrumentality or commission,  
including courts of competent jurisdiction and arbitral tribunals, whether in   
the United States of America, Spain, internationally or locally.                

"Indemnified Party" shall have the meaning set forth in Section 8.3.

 "Indemnifying Party" shall have the meaning set forth in Section 8.3.

"Issuer" shall have the meaning set forth in the Preamble.          

      "Issuer Balance Sheet" shall have the meaning set forth in Section 4.8(b).

  "Issuer Common Stock" shall mean the common stock, par value $0.01, of
Issuer.                                                                         

     "Issuer's Disclosure Schedule" shall mean that certain written disclosure
schedule delivered on the date hereof by Issuer to Buyer with respect to this   
Agreement.                                                                      

   "Issuer Financials" shall have the meaning set forth in Section 4.8(b).

    "Issuer SEC Reports" shall have the meaning set forth in Section 4.8(a).

"Issuer Shares" shall have the meaning set forth in Section 2.1.    

     "Laws" shall mean any statutes, ordinances, rules, regulations, orders or
other laws of any Governmental Authority.                                       

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     "Liability" shall mean any liability, debt or obligation of whatever kind
or nature, whether primary or secondary, whether direct or indirect, whether    
known or unknown, whether asserted or unasserted, whether fixed, absolute or    
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,   
and whether due or to become due and including without limitation any unasserted
claims and any contractual obligations.                                         

"Material Adverse Effect" shall mean the occurrence of any facts or 
circumstances that has or is reasonably expected to result in a material adverse
effect on (i) the business, operations, assets, condition (financial or         
otherwise), liabilities, results of operations or prospects (excluding the      
effects of the transactions contemplated hereby) of Issuer or any of its        
Subsidiaries, taken as a whole, as the case may be, or (ii) the consummation of 
the transactions provided for in this Agreement.                                

"Nasdaq" shall have the meaning set forth in Section 4.7.           

   "Party" or "Parties" shall mean any party or parties to this Agreement.

"Person" means an individual, partnership, venture, unincorporated  
association, organization, syndicate, corporation, limited liability company or 
other entity, trust and trustee, executor, administrator or other legal or      
personal representative or any Governmental Authority.                          

"Providing Party" shall have the meaning set forth in Section 7.3.  

"Proxy Statement" shall have the meaning set forth in Section 4.23. 

"Registration Rights Agreement" shall mean the Registration Rights  
Agreement between Buyer and Issuer dated as of the Closing Date and otherwise   
substantially in the form of the Registration Rights Agreement attached hereto  
as Exhibit A.                                                                   

"Requesting Party" shall have the meaning set forth in Section 7.3. 

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

    "Securities Act" shall mean the United States Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.       

"Share Issuance" shall have the meaning set forth in Section 4.23.  

    "Stockholders Meeting" shall have the meaning set forth in Section 4.23.

   "Subsidiaries" of a specified Person is an Affiliate controlled by such
Person directly, or indirectly through one or more intermediaries               

     "Survival Period" shall mean the eighteen (18) month period commencing as
of the Closing Date.                                                            

      "Tax" or "Taxes" shall mean all taxes, charges, fees, levies, penalties or
other assessments imposed by any U.S. federal, state, local or foreign taxing   
authority, including, but not limited to, income, gross receipts, excise,       
property, ad valorem, sales use (or similar taxes), transfer, franchise,        
payroll, withholding, social security, business license fees or other taxes,    
including any interest, penalties, or additions thereto.                        

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ARTICLE II
PURCHASE AND SALE; CONSIDERATION

2.1 Purchase and Sale. Subject to the terms and conditions set forth
herein, on the Closing Date, Issuer shall issue and deliver to Buyer two million
eight hundred twenty six thousand four hundred fifty six (2,826,456) shares of  
Issuer Common Stock (subject to appropriate adjustment for any stock split,     
dividend or combination of or in Issuer Common Stock after the date of this     
Agreement and prior to the Closing Date) (the "Issuer Shares").                 

      2.2 Consideration. In consideration of the aforesaid issuance and delivery
of the Issuer Shares by Issuer to Buyer on the Closing Date, Buyer shall pay or 
cause to be paid to Issuer by wire transfer in immediately available funds an   
aggregate amount, in Euros, equal to U.S. five million dollars (U.S.$5,000,000) 
(the "Cash Consideration") based on the Euro/U.S. Dollar exchange rate at the   
close of business on the Business Day immediately prior to the Closing Date as  
quoted in the Wall Street Journal on the Closing Date; provided, however, that  
if Issuer completes the acquisition of GMAI Auctentia Central de Compras, S.L.  
on or before the Closing Date pursuant to that certain Inventory Purchase       
Agreement between Greg Manning Auctions, Inc. and Auctentia, S.L. dated as of   
the date hereof, Buyer shall pay or cause the Cash Consideration to be paid     
directly into a bank account for the benefit of GMAI Auctentia Central de       
Compras, S.L. in accordance with Section 7.6 hereof.                            

ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Issuer, as of the date hereof, as
follows:                                                                        

 3.1 Organization, Good Standing and Qualification. Buyer is a limited
liability company, duly organized, validly existing and in good standing (to the
extent the concept of good standing exists in the applicable jurisdiction) and  
qualified to do business under the Laws of Spain, and has all requisite power   
and authority to conduct its business as presently conducted and to own and     
lease its property and assets. Buyer is qualified to do business as a limited   
liability company and is in good standing (to the extent the concept of good    
standing exists in the applicable jurisdiction) in each jurisdiction in which   
the ownership of property or the conduct of its business requires such          
qualification, except where the failure to be so qualified or in good standing  
(to the extent the concept of good standing exists in the applicable            
jurisdiction) would not have a Material Adverse Effect.                         

3.2 Authorization. Buyer has all requisite power and authority and  
capacity to execute and deliver this Agreement and the Registration Rights      
Agreement and to perform its obligations hereunder and thereunder. Buyer has    
duly authorized the execution, delivery and performance of this Agreement and   
the Registration Rights Agreement. This Agreement and the Registration Rights   
Agreement have been duly executed and delivered by Buyer and constitute the     
legal, valid and binding obligations of Buyer, enforceable against Buyer in     
accordance with their respective terms, except as such enforceability may be    
limited by bankruptcy, insolvency, moratorium or other Laws of general          
applicability affecting the rights of creditors and by general equitable        
principles.                                                                     

      3.3 No Violations or Conflicts. Neither the execution and delivery of this
Agreement and the Registration Rights Agreement by Buyer nor the consummation by
Buyer of the transactions contemplated by this Agreement or the Registration    
Rights Agreement do or will (a) violate any provision of Buyer's Constituent    
Documents, (b) result in a violation or breach of, or constitute a default or an
event of default under, or result in adverse consequences to Buyer under any    
indenture, mortgage, bond or other contract, license, agreement, permit,        
instrument or other obligation to which Buyer is a party or by which            

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Buyer is bound, or (c) violate any Law, writ, judgment, injunction or court     
decree to which Buyer is subject.                                               

    3.4 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with any Governmental Authority or any other
Person is required to be made or obtained by Buyer in connection with the       
execution, delivery and performance of this Agreement and the Registration      
Rights Agreement by Buyer.                                                      

3.5 Brokers and Finders. No broker or finder has acted for Buyer in 
connection with this Agreement and the Registration Rights Agreement or the     
transactions contemplated hereby and no broker or finder retained by Buyer is   
entitled to any brokerage or finder's fee with respect to this Agreement and the
Registration Rights Agreement or such transactions.                             

3.6 Investment Representations.                                     

           (a) Buyer is an "accredited investor" as such term is defined in Rule
501(a) promulgated under the Securities Act (an "Accredited Investor");         

      (b) Buyer has such knowledge, skill and experience in financial,
investment and business matters to be capable of evaluating the merits and risks
of an investment in the Issuer Shares, to make an informed decision relating    
thereto and to protect its own interests in connection with the transactions    
contemplated hereby;                                                            

        (c) Buyer will acquire the Issuer Shares, for its own account, for
investment purposes only and not with an intent or view towards the further sale
or distribution thereof within the meaning of the Securities Act in any         
transaction that would violate the registration requirements of the securities  
laws of the United States or of any other jurisdiction;                         

        (d) Buyer is aware that the Issuer Shares have not been registered
under the Securities Act, and that the Issuer Shares are deemed to be           
"restricted securities" as defined in Rule 144(a)(3) promulgated under the      
Securities Act and may not be transferred, sold, assigned, hypothecated or      
otherwise disposed of unless such transaction is the subject of a registration  
statement filed with and declared effective by the SEC or unless an exemption   
from the registration requirements under the Securities Act is available. Buyer 
hereby represents and warrants and hereby agrees that all offers and sales of   
the Issuer Shares or any portion thereof or interest thereon shall be made only 
pursuant to such registration or to an exemption from registration;             

        (e) Buyer understands that the Issuer Shares are being offered and
sold pursuant to this Agreement in reliance on exemptions from the registration 
requirements of the Securities Act and state securities laws, and that Issuer is
relying upon the truth and accuracy of the representations, warranties,         
agreements, acknowledgments and understandings of the Buyer set forth herein in 
order to determine the applicability of such exemptions                         

   (f) In evaluating its investment, Buyer has consulted its own
investment, legal and tax advisors; and                                         

        (g) The certificate(s) representing the Issuer Shares shall bear a
legend in substantially the following form:                                     

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER  
THE SECURITIES ACT OF 1933, AS AMENDED, NOR ANY STATE SECURITIES LAWS           

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AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED OR OFFERED FOR SALE, TRANSFER  
OR HYPOTHECATION UNLESS A REGISTRATION STATEMENT UNDER THAT ACT AND OTHER       
APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT OR 
SUCH REGISTRATION IS NOT REQUIRED.";                                            

           (h) Buyer has been furnished with a copy of Issuer's Annual Report on
Form 10-K for the fiscal year ended June 30, 2002, as filed with the SEC and    
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.

        (i) Buyer acknowledges that, in making the decision to acquire the
Issuer Shares, it has relied upon its independent investigation and has been    
given access and the opportunity to examine contracts and documents relating to 
Issuer and such securities and an opportunity to ask questions of, and to       
receive answers from, Issuer concerning Issuer and the terms and conditions of  
such securities. Buyer and its advisors have been furnished with access to all  
publicly available materials relating to the business, finances and operation of
Issuer which have been requested. Buyer and its advisors have received answers  
to all such inquiries. Except as set forth in this Agreement and the            
Registration Rights Agreement, Issuer has made no representation or warranty to 
such Buyer on which such Buyer has relied to enter into this Agreement and to   
consummate the transaction contemplated hereby.                                 

         (j) Buyer understands that no United States federal or state agency
has passed on or made or will pass on or make any recommendation or endorsement 
of the Issuer Shares or any finding or determination concerning the fairness or 
advisability of an investment in such securities; and                           

          (k) Buyer's representations and warranties set forth in this Section
3.6 shall not in any way affect Buyer's right to rely on the Issuer's           
representations and warranties contained in this Agreement including, without   
limitation, Issuer's representations and warranties regarding its business and  
financial condition.                                                            

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer hereby represents and warrants to Buyer as follows:          

     4.1 Organization, Good Standing and Qualification. Issuer and each of its
Subsidiaries are entities, duly organized, validly existing, in good standing   
and qualified to do business under the laws of their respective jurisdictions of
incorporation, and have the requisite power and authority and Permits to conduct
their respective businesses as presently conducted and to own and lease their   
respective properties and assets, except where the failure to be so qualified or
be in good standing would not have a Material Adverse Effect.                   

4.2 Subsidiaries. Except as set forth in Schedule 4.2 of Issuer's   
Disclosure Schedule, a true and complete list of all of Issuer's "significant   
subsidiaries" as defined in Regulation S-X are identified in Exhibit 21 of      
Issuer's 2002 Annual Report on Form 10-K. Except as set forth in Schedule 4.2 of
Issuer's Disclosure Schedule or as identified in Exhibit 21 of Issuer's 2002    
Annual Report on Form 10-K, neither Issuer nor any of its Subsidiaries owns any 
capital stock of, or any equity interest of any nature in, any corporation,     
partnership, joint venture arrangement or other business entity. Except as set  
forth in Schedule 4.2 of Issuer's Disclosure Schedule, neither Issuer nor any of
its Subsidiaries has agreed or is obligated to make, or is bound by any written,
oral or other agreement, contract, subcontract, lease, binding understanding,   
instrument, note, option, warranty, purchase order, license, sublicense,        
insurance policy, benefit plan or legally binding commitment or undertaking of  
any nature, as in effect as of the date hereof under which it may become        
obligated to make any future investment in or capital contribution to           

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any other entity. Except as set forth in Schedule 4.2 of Issuer's Disclosure    
Schedule, neither Issuer, nor any of its Subsidiaries, has, at any time, been a 
general partner of any general partnership, limited partnership or other entity.

    4.3 Authorization; Enforcement; Validity. Issuer has all requisite power
and authority and capacity to execute and deliver this Agreement and the        
Registration Rights Agreement and to perform its obligations hereunder and      
thereunder and to issue the Issuer Shares in accordance with the terms hereof   
(subject to the approval by Issuer's stockholders in accordance with Delaware   
General Corporate Law, Nasdaq listing requirements and Issuer's Constituent     
Documents). Issuer has duly authorized the execution, delivery and performance  
of this Agreement (subject to stockholder approval) and the Registration Rights 
Agreement. A vote of the holders of outstanding shares of Issuer Common Stock   
representing a majority of all votes entitled to be cast on the matter is       
sufficient for Issuer's stockholders to approve the transactions contemplated by
this Agreement. This Agreement and the Registration Rights Agreement have been  
duly executed and delivered by Issuer and constitute legal, valid and binding   
obligations of Issuer, enforceable against Issuer in accordance with their      
respective terms, except as such enforceability may be limited by bankruptcy,   
insolvency, moratorium or other Laws of general applicability affecting the     
rights of creditors and by general equitable principles.                        

      4.4 Capitalization. As of the date hereof, the authorized capital stock of
Issuer consists of the following: 40,000,000 shares of common stock with $0.01  
par value and 10,000,000 shares of preferred stock, with $0.01 par value, of    
which as of the date hereof, 12,703,304 shares of common stock are issued and   
outstanding and no shares of preferred stock are issued and outstanding. All of 
such outstanding shares and all outstanding shares of capital stock of each     
Subsidiary of Issuer are fully paid and nonassessable and have been validly     
issued and granted in compliance with (i) all applicable securities laws, and   
(ii) all material requirements set forth in applicable agreements or            
instruments. Except as disclosed in Schedule 4.4 of Issuer's Disclosure         
Schedule, (A) no Issuer Common Stock is subject to preemptive rights or any     
other similar rights or any Encumbrances; (B) there are no outstanding options, 
warrants, scrip, rights to subscribe to, calls or commitments of any character  
whatsoever relating to, or securities or rights convertible into or exercisable 
for, any shares of capital stock of Issuer, or contracts, commitments,          
understandings or arrangements by which Issuer or any of its Subsidiaries is or 
may become bound to issue additional shares of capital stock of Issuer or       
options, warrants, scrip, rights to subscribe to, calls or commitments of any   
character whatsoever relating to, or securities or rights convertible into or   
exercisable for, any shares of capital stock of Issuer; (C) as of the date      
hereof there are no agreements or arrangements of Issuer or any of its          
Subsidiaries under which Issuer is obligated to register the sale of any of     
their securities under the Securities Act and, as of any Closing, there shall   
not be any agreements or arrangements of Issuer or any of its Subsidiaries under
which Issuer is obligated to register for resale any of its securities under the
Securities Act, other than for the benefit of the Buyer; (D) there are no       
outstanding Issuer securities or instruments of Issuer which contain any        
redemption or similar provisions, and there are no contracts, commitments,      
understandings or arrangements by which Issuer is or may become bound to redeem 
a security of Issuer or any of its Subsidiaries; (E) there are no securities or 
instruments containing anti-dilution or similar provisions that will be         
triggered by the issuance of the Issuer Shares as described in this Agreement;  
and (F) Issuer does not have any stock appreciation rights or "phantom stock"   
plans or agreements or any similar plan or agreement. Issuer has delivered to   
the Buyer or its respective representatives true and correct copies of Issuer's 
Constituent Documents.                                                          

      4.5 No Violations or Conflicts. Neither the execution and delivery of this
Agreement or the Registration Rights Agreement by Issuer nor the consummation by
Issuer of the transactions contemplated hereby or thereby (including, without   
limitation, the issuance of the Issuer Shares) do or will (a) violate any       
provision of Issuer's or its Subsidiaries' Constituent Documents, (b) result in 
a violation or breach of, or constitute a default or an event of default under, 
or result in adverse consequences to Issuer under any indenture, mortgage, bond 
or other contract, license, agreement, Permit,                                  

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instrument or other obligation to which Issuer or its Subsidiaries is a party or
by which any of their assets are bound, (c) violate any Law, writ, judgment,    
injunction or court decree to which Issuer or its Subsidiaries are subject or   
(d) result in the creation or imposition of any Encumbrance on the Issuer       
Shares. Neither Issuer nor any of its Subsidiaries is in violation of any term  
of its respective Constituent Documents. Neither Issuer nor any of its          
Subsidiaries is in violation of any term of or in default under any material    
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,   
decree or order or any statute, rule or regulation applicable to Issuer or its  
Subsidiaries, except where such violations and defaults would not result in a   
Material Adverse Effect. The business of Issuer is not being conducted, and     
shall not be conducted, in violation of any law, ordinance or regulation of any 
governmental entity, except where such violations would not result in a Material
Adverse Effect.                                                                 

    4.6 Consents and Approvals. No consent, approval, order or authorization
of, or registration, declaration or filing with any Governmental Authority or   
any other Person is required to be obtained or made by Issuer in connection with
the execution, delivery and performance of this Agreement and the Registration  
Rights Agreement, other than the approval by Issuer's stockholders.             

   4.7 The Issuer Shares. The Issuer Common Stock is registered as a class
under Section 12(g) of the Exchange Act and is currently admitted for quotation 
on the Nasdaq National Market of the Nasdaq Stock Market ("Nasdaq"). The Issuer 
Shares have been duly and validly authorized and, when issued in consideration  
for Cash Consideration pursuant to this Agreement, will be validly issued, fully
paid and nonassessable. The issuance and sale of the Issuer Shares contemplated 
hereby will not give rise to any preemptive rights or rights of first refusal on
behalf of any Person. Upon issuance in accordance with the terms hereof, the    
Issuer Shares shall be free from all taxes, liens and charges with respect to   
the issuance thereof. Subject to the accuracy of Buyer's representations and    
warranties set forth in Section 3.6 hereof, the issuance by Issuer of the Issuer
Shares is exempt from registration under the Securities Act.                    

4.8 SEC Documents; Financial Statements.                            

       (a) SEC Filings; General. Issuer has filed all forms, reports and
documents required to be filed by Issuer with the SEC since January 1, 2000. All
such required forms, reports and documents (including those that Issuer may file
subsequent to the date hereof) are referred to herein as the "Issuer SEC        
Reports". As of their respective dates, the Issuer SEC Reports (i) were prepared
in accordance with the requirements of the Securities Act or the Exchange Act,  
as the case may be, and the rules and regulations of the SEC thereunder         
applicable to such Issuer SEC Reports and (ii) did not contain any untrue       
statement of a material fact or omit to state a material fact required to be    
stated therein or necessary in order to make the statements therein, in the     
light of the circumstances under which they were made, not misleading except to 
the extent corrected by a subsequently filed Issuer SEC Report (except that     
inaccuracies or omissions in Issuer SEC Reports filed prior to the date of this 
Agreement may be corrected only by other Issuer SEC Reports filed prior to the  
date of this Agreement). Taken as a whole, the Issuer SEC Reports do not contain
any untrue statement of a material fact or omit to state a material fact        
required to be stated therein or necessary in order to make the statements      
therein, in the light of the circumstances under which they were made, not      
misleading, except to the extent corrected prior to the date of this Agreement  
by a subsequently filed Issuer SEC Report (except inaccuracies or omissions in  
Issuer SEC Reports filed prior to the date of this Agreement may be corrected   
only by other Issuer SEC Reports filed prior to the date of this Agreement).    
None of Issuer's Subsidiaries is required to file any forms, reports or other   
documents with the SEC. Each of the Issuer SEC Reports included, as exhibits    
thereto, all documents required to be filed as exhibits to such Issuer SEC      
Report under the rules and regulations of the SEC, except to the extent filed   
prior to the date of this Agreement in a subsequently filed Issuer SEC Report.  

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          (b) Publicly Reported Financial Statements. Each of the consolidated
financial statements (including, in each case, any related notes thereto)       
contained in the Issuer SEC Reports (the "Issuer Financials"), including each   
Issuer SEC Report filed after the date hereof until the Closing, (i) complied or
will comply as to form in all material respects with the published rules and    
regulations of the SEC with respect thereto, (ii) was prepared in accordance    
with GAAP applied on a consistent basis throughout the periods involved (except 
as may be indicated in the notes thereto) and (iii) fairly presented or will    
fairly present in all material respects the consolidated financial position of  
Issuer and its Subsidiaries as at the respective dates thereof and the          
consolidated results of Issuer's operations and cash flows for the periods      
indicated, except to the extent corrected by a subsequently filed Issuer SEC    
Report (except that inaccuracies or omissions in Issuer SEC Reports filed prior 
to the date of this Agreement may be corrected only by other Issuer SEC Reports 
filed prior to the date of this Agreement), and except that the unaudited       
interim financial statements may not contain footnotes and were or are subject  
to normal and recurring year-end adjustments. The balance sheet of Issuer       
contained in the Issuer SEC Reports as of September 30, 2002 is hereinafter     
referred to as the "Issuer Balance Sheet". Since September 30, 2002, there has  
been no change in Issuer's accounting policies except as described in the notes 
to the Issuer Financials. Since the date of the Issuer Balance Sheet, neither   
Issuer nor any of its Subsidiaries has incurred any Liabilities which are,      
individually or in the aggregate, material to the business, results of          
operations or financial condition of Issuer and its Subsidiaries taken as a     
whole, except for (i) Liabilities incurred since the date of the Issuer Balance 
Sheet in the ordinary course of business consistent with past practices, (ii)   
Liabilities incurred in connection with this Agreement, and (iii) Liabilities   
specifically disclosed in the Issuer SEC Reports filed with the SEC prior to the
date of this Agreement.                                                         

  4.9 Absence of Certain Changes. Except as set forth in Schedule 4.9 of
Issuer's Disclosure Schedule, since the date of the Issuer Balance Sheet, Issuer
and each of its Subsidiaries has carried on its business in the ordinary course 
consistent with past practices, and except as specifically and expressly        
disclosed in the Issuer SEC Reports filed with the SEC prior to the date of this
Agreement, since the date of the Issuer Balance Sheet there has not been:       

    (a) any change in the financial condition, properties, assets,
liabilities, business, results of operations or prospects of Issuer or any of   
its Subsidiaries, which change by itself or in conjunction with all other such  
changes, whether or not arising in the ordinary course of business, has had or  
can reasonably be expected to have a Material Adverse Effect;                   

          (b) any declaration, setting aside or payment of any dividend on, or
other distribution (whether in cash, stock or property) in respect of, any of   
Issuer's or any of its Subsidiaries' capital stock, or any purchase, redemption 
or other acquisition by Issuer of any of Issuer's capital stock or any other    
securities of Issuer or its Subsidiaries, or any options, warrants, calls or    
rights to acquire any such shares or other securities;                          

          (c) any split, combination or reclassification of any of Issuer's or
any of its Subsidiaries' capital stock;                                         

           (d) any granting by Issuer or any of its Subsidiaries of any increase
in compensation or fringe benefits to any of their officers or employees (except
for increases in compensation to employees that are not executive officers or   
directors of Issuer, in the ordinary course of business consistent with prior   
practice), or any payment by Issuer or any of its Subsidiaries of any bonus to  
any of their officers or employees (except for payments made to employees in the
ordinary course of business consistent with prior practice), or any granting by 
Issuer or any of its Subsidiaries of any increase in severance or termination   
pay or any entry by Issuer or any of its Subsidiaries into, or material         
modification or amendment of, any currently effective employment, severance,    
termination, change-of-control or indemnification agreement or any agreement the
benefits of which are contingent or the terms                                   

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of which are materially altered upon the occurrence of a transaction involving  
Issuer of the nature contemplated hereby;                                       

   (e) any material change or alteration in the policy of Issuer
relating to the granting of stock options to its employees, directors and       
consultants;                                                                    

        (f) any purchase or sale or other disposition, or any agreement or
other legally binding arrangement for the purchase, sale or other disposition,  
of any of the properties or assets of Issuer or any of its Subsidiaries, other  
than purchases and sales of subscription and equipment in the ordinary course of
business consistent with past practice;                                         

    (g) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the properties, assets or business
of Issuer or any Subsidiary;                                                    

  (h) any material change by Issuer in its accounting methods,
principles or practices, except as required by concurrent changes in GAAP (or   
the applicability thereof);                                                     

        (i) any material contingent liability incurred by Issuer or any of
its Subsidiaries as guarantor or otherwise with respect to the obligations of   
others or any cancellation of any material debt or claim owing to, or waiver of 
any material right of, Issuer or any of its Subsidiaries;                       

     (j) any material obligation or liability of any nature, whether
accrued, absolute or contingent, incurred by Issuer or any of its Subsidiaries  
other than obligations and liabilities incurred in the ordinary course of       
business consistent with past practice;                                         

         (k) any payment or discharge of a material Encumbrance or liability
of Issuer which was not shown in the Issuer Financials or which was not incurred
in the ordinary course of business thereafter;                                  

        (l) any revaluation by Issuer or any of its Subsidiaries of any of
its material assets, including, without limitation, writing off notes or        
accounts receivable other than in the ordinary course of business;              

    (m) any material contract entered into by Issuer or any of its
Subsidiaries, other than in the ordinary course of business and as provided to  
Buyer, or any material amendment or termination of, or default under, any       
material contract to which Issuer or any of its Subsidiaries is a party or by   
which it or any of them is bound;                                               

      (n) any obligation or liability incurred by Issuer to any of its
officers, directors or stockholders, or any loans or advances made to any of its
officers, directors, stockholders or affiliates, except normal compensation and 
expense allowances payable to officers;                                         

         (o) any other material transaction entered into by Issuer or any of
its Subsidiaries other than transactions in the ordinary course of business; or 

         (p) any agreement or understanding whether in writing or otherwise,
for Issuer or any of its Subsidiaries to take any of the actions specified in   
paragraphs (a) through (o) above.                                               

4.10 Litigation. Except as set forth in Schedule 4.10 of Issuer's   
Disclosure Schedule, there is no civil, criminal or administrative action, suit,
claim, hearing, investigation or proceeding pending or, to the knowledge of     
Issuer, threatened against Issuer or any of its Subsidiaries in any court, by   
any                                                                             

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Governmental Authority or before any arbitrator or other tribunal, except where 
the same would not result in a Material Adverse Effect. Issuer is not subject to
any outstanding action, order, writ, judgment, injunction or decree of any court
or Governmental Authority related to the operations of the Issuer, its          
Subsidiaries or the Issuer Shares, except where the same would not result in a  
Material Adverse Effect.                                                        

      4.11 No General Solicitation. Neither Issuer, nor any of its Subsidiaries,
nor any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under   
the Securities Act) in connection with the offer or sale of the Issuer Shares.  

     4.12 No Integrated Offering. Neither Issuer, nor any person acting on its
behalf has, directly or indirectly, made any offers or sales of any security or 
solicited any offers to buy any security, under circumstances that would require
registration of the Issuer Shares under the Securities Act or cause this        
offering of the Issuer Shares to be integrated with prior offerings by Issuer   
for purposes of the Securities Act or any applicable stockholder approval       
provisions, including, without limitation, under the rules and regulations of   
any exchange or automated quotation system on which any of the securities of    
Issuer are listed or designated, nor will Issuer take any action or steps that  
would require registration of the Issuer Shares under the Securities Act or     
cause the offering of the Issuer Shares to be integrated with other offerings.  

      4.13 Intellectual Property Rights. Each of Issuer and its Subsidiaries has
all rights, title and interest in and to its Intellectual Property rights       
necessary to conduct their business as presently conducted, except where the    
failure to own or possess such rights would not have a Material Adverse Effect. 
None of Issuer's Intellectual Property rights have expired or terminated, except
where such expiration or termination would not have a Material Adverse Effect.  
Issuer does not have any knowledge of any infringement by Issuer or its         
Subsidiaries of trademarks, trade names, service marks, service mark            
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets or other intellectual property rights of others, or of  
any development of similar or identical trade secrets or technical information  
by others, except where such infringement would not have a Material Adverse     
Effect; and there is no claim, action or proceeding being made or brought       
against, or to Issuer's knowledge, being threatened against, Issuer or its      
Subsidiaries regarding its trademarks, trade names, service marks, service mark 
registrations, service names, patents, patent rights, copyrights, inventions,   
licenses, trade secrets, or infringement of other intellectual property rights, 
except where such claim, action, proceeding or for infringement would not have a
Material Adverse Effect. Issuer and its Subsidiaries have taken reasonable      
security measures to protect the secrecy, confidentiality and value of all of   
their Intellectual Properties.                                                  

     4.14 Insurance. Issuer and each of it Subsidiaries is insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as management of Issuer believes to be prudent and customary in the     
businesses in which Issuer and its Subsidiaries are engaged. Issuer has no      
reason to believe that either Issuer or any of its Subsidiaries will not be able
to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue   
its business at a cost that would not have a Material Adverse Effect.           

     4.15 Licenses and Permits. Issuer and its Subsidiaries have all necessary
licenses, franchises, Permits or other similar authorizations affecting, or     
relating in any way to, the operations of Issuer and each Subsidiary, as        
applicable, except where the failure to have any Permit individually or in the  
aggregate, would not have a Material Adverse Effect. Such Permits are valid and 
in full force and effect, and Issuer and its Subsidiaries are in compliance with
such Permits except where the failure to be in full force or effect or          
compliance would not have a Material Adverse Effect.                            

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    4.16 No Materially Adverse Contracts, Etc. Neither Issuer nor any of its
Subsidiaries is subject to any charter, corporate or other legal restriction, or
any judgment, decree, order, rule or regulation which in the judgment of Issuer 
has or is expected in the future to have a Material Adverse Effect. Neither     
Issuer nor any of its Subsidiaries is a party to any contract or agreement which
in the judgment of Issuer has or is expected to have a Material Adverse Effect. 

      4.17 Tax Status. Issuer and each of its Subsidiaries (i) has made or filed
all U.S. federal or state income and all other tax returns, reports and         
declarations required by any jurisdiction to which it is subject (unless and    
only to the extent that Issuer and each of its Subsidiaries has set aside on its
books provisions reasonably adequate for the payment of all unpaid and          
unreported taxes), (ii) has paid all taxes and other governmental assessments   
and charges that are material in amount, shown or determined to be due on such  
returns, reports and declarations, except those being contested in good faith   
and for which Issuer has made appropriate reserves for, if any, on its books,   
and (iii) has set aside on its books provisions reasonably adequate for the     
payment of all taxes for periods subsequent to the periods to which such        
returns, reports or declarations (referred to in clause (i) above) apply. Except
as set forth in clause (ii) of the preceding sentence, there are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any         
jurisdiction, and Issuer know of no basis for any such claim.                   

  4.18 Transactions With Affiliates. Except as set forth with reasonable
specificity in the Issuer SEC Reports, none of the officers, directors, or      
employees of Issuer is presently a party to any transaction with Issuer or any  
of its Subsidiaries (other than for services as employees, officers and         
directors), including any contract, agreement or other arrangement providing for
rental of real or personal property to or from, or otherwise requiring payments 
to or from any such officer, director or employee or, to the knowledge of       
Issuer, any corporation, partnership, trust or other entity in which any such   
officer, director, or employee has a material interest or is an officer,        
director, trustee or partner, in each case of a kind and amount that would be   
required to be disclosed under Item 404 of Regulation S-K under the Securities  
Act.                                                                            

4.19 Application of Takeover Protections. Issuer and its Board of   
Directors have taken all necessary action, if any, in order to render           
inapplicable any control share acquisition, business combination, poison pill   
(including any distribution under a rights agreement) or other similar          
anti-takeover provision under Issuer's Constituent Documents or the laws of the 
U.S. which is or could become applicable to the Buyer as a result of the        
transactions contemplated by this Agreement or the Registration Rights          
Agreement, including, without limitation, Issuer's issuance of the Issuer Shares
and the Buyer's ownership of the Issuer Shares.                                 

4.20 Foreign Corrupt Practices. Neither Issuer, nor any of its      
Subsidiaries, nor any director, officer, agent, employee or other person acting 
on behalf of Issuer or any of its Subsidiaries has, in the course of its actions
for, or on behalf of, Issuer or any of its Subsidiaries, used any corporate     
funds for any unlawful contribution, gift, entertainment or other unlawful      
expenses relating to political activity; made any direct or indirect unlawful   
payment to any domestic or foreign government official or employee from         
corporate funds; violated or is in violation of any provision of the U.S.       
Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful bribe,  
rebate, payoff, influence payment, kickback or other unlawful payment to any    
foreign or domestic government official or employee.                            

4.21 Effect of Transaction. Except as set forth in Schedule 4.21 of 
Issuer's Disclosure Schedule, the execution of this Agreement, the Registration 
Rights Agreement and the consummation of the transactions contemplated hereby   
and thereby will not (either alone or upon the occurrence of any additional or  
subsequent events) constitute an event under any Company Employee Plan, as      
hereinafter defined, or a related trust or loan, that will or may result in any 
payment (whether of severance pay or otherwise), acceleration, forgiveness or   
indebtedness, vesting distribution, increase in benefits or                     

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obligation to fund benefits with respect to any Employee, as hereinafter        
defined. "Company Employee Plan" shall mean any plan, program, policy, practice,
contract, agreement or other arrangement providing for compensation, severance, 
termination pay, performance awards, stock or stock-related awards, fringe      
benefits or other employee benefits or remuneration of any kind, whether written
or unwritten, funded or unfunded, including without limitation, each "employee  
benefit plan," within the meaning of Section 3(3) of the Employee Retirement    
Income Security Act of 1974, as amended, which is or has been maintained,       
contributed to, or required to be contributed to, by Issuer or any of its       
Subsidiaries for the benefit of any employee. "Employee" shall mean any current,
former, or retired employee, officer or director of Issuer or its Subsidiaries. 

 4.22 Change of Control Payments. Schedule 4.22 of Issuer's Disclosure
Schedule sets forth each plan or agreement pursuant to which any amounts may    
become payable (whether currently or in future) to current or former officers   
and directors of Issuer as a result of or in connection with the transactions   
provided for herein or as a result of termination of service or employment      
following the transactions provided for herein.                                 

4.23 Information Supplied. The information supplied by Issuer for   
inclusion in the Proxy Statement (the "Proxy Statement") to be sent to Issuer's 
stockholders in connection with the meeting of the Issuer's stockholders (the   
"Stockholders Meeting") to approve the issuance of the Issuer Shares            
contemplated by this Agreement (the "Share Issuance"), and any amendment or     
supplement thereto, shall not, on the date the Proxy Statement is filed with the
SEC, mailed to the stockholders of Issuer, on the date of the Stockholders      
Meeting or on the Closing Date, contain any untrue statement of a material fact 
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading. For this purpose, any information relating to   
Issuer included or incorporated by reference in any such document will be deemed
to have been so supplied for inclusion or incorporation therein if such document
was available for review by Issuer a reasonable time before such document was   
filed with the SEC and Issuer did not object to or otherwise comment on such    
information (but the foregoing shall not be the exclusive manner in which it may
be established that such information was so supplied by Issuer specifically for 
inclusion or incorporation by reference in the Proxy Statement). The Proxy      
Statement will comply as to form, in all material respects, with the provisions 
of the Exchange Act.                                                            

 4.24 Brokers and Finders. No broker or finder has acted for Issuer in
connection with this Agreement or the transactions contemplated hereby, and no  
broker or finder retained by Issuer is entitled to any brokerage or finder's fee
with respect to this Agreement or such transactions.                            

    4.25 Voting Agreement. Issuer has received that certain voting agreement
dated as of the date hereof executed by certain of the officers and directors of
Issuer and Buyer.                                                               

ARTICLE V 
COVENANTS OF BUYER

Buyer hereby covenants and agrees as follows:           

   5.1 Further Assurances. Buyer shall execute and deliver such additional
documents and instruments, and shall perform such additional acts, as Issuer    
reasonably may request to effectuate or carry out and perform all the terms,    
provisions and conditions of this Agreement, the Registration Rights Agreement  
and the transactions contemplated hereby and thereby and to effectuate the      
intent and purposes hereof including, without limitation, furnishing such       
information as is reasonably requested for inclusion in the Proxy Statement.    

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   5.2 Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Buyer shall notify Issuer in writing of (a) the occurrence or          
non-occurrence of any fact or event which causes or would be reasonably likely  
to cause (i) any representation or warranty of Buyer contained in this Agreement
or the Registration Rights Agreement to be untrue, incorrect or incomplete in   
any material respect at any time or (ii) any covenant, condition or agreement of
Buyer in this Agreement or the Registration Rights Agreement not to be          
performed, complied with or satisfied in any material respect, and (b) any      
failure of Buyer to perform, comply with or satisfy any covenant, condition or  
agreement to be performed, complied with or satisfied by Buyer hereunder in any 
material respect; provided, however, that no such notification shall amend the  
representations or warranties of Buyer, or the right of Issuer to rely thereon. 
Buyer shall give prompt notice in writing to Issuer of any notice or other      
communication from any third party alleging that the consent of such third party
is or may be required to be obtained by Buyer in connection with the            
transactions contemplated by this Agreement and the Registration Rights         
Agreement.                                                                      

      5.3 Buyer Action. From the date hereof until Closing, Buyer shall not take
any action which would make any of the representations or warranties of Buyer   
contained in this Agreement untrue or incorrect or prevent itself from          
performing or cause itself not to perform its covenants under this Agreement and
the Registration Rights Agreement.                                              

ARTICLE VI
 COVENANTS OF ISSUER

Issuer hereby covenants and agrees as follows:          

      6.1 Certain Filings. Issuer agrees to make or cause to be made all filings
with any Governmental Authority that are required to be made by Issuer to carry 
out the transactions contemplated by this Agreement and the Registration Rights 
Agreement. Issuer agrees to assist Buyer in making all such filings,            
applications and notices as may be necessary or desirable in order to obtain the
authorization, approval or consent of any Governmental Authority which          
reasonably may be required or which Buyer reasonably may request in connection  
with the consummation of the transactions contemplated hereby.                  

      6.2 Consents and Approvals. Issuer shall obtain, prior to the Closing, all
consents, authorizations, approvals and waivers required to be obtained by      
Issuer in connection with the consummation of the transactions contemplated     
hereby.                                                                         

6.3 Further Assurances. Issuer agrees to execute and deliver such   
additional documents and instruments, and to perform such additional acts, as   
Buyer reasonably may request to effectuate or carry out and perform all the     
terms, provisions and conditions of this Agreement, the Registration Rights     
Agreement and the transactions contemplated hereby and to effectuate the intent 
and purposes hereof including, without limitation, furnishing such information  
as is reasonably requested for inclusion in the Proxy Statement.                

   6.4 Notification of Certain Matters. Promptly after obtaining knowledge
thereof, Issuer shall notify Buyer of (a) the occurrence or non-occurrence of   
any fact or event which causes or would be reasonably likely to cause (i) any   
representation or warranty of Issuer contained in this Agreement or the         
Registration Rights Agreement to be untrue, incorrect or incomplete in any      
material respect or (ii) any covenant, condition or agreement of Issuer in this 
Agreement or the Registration Rights Agreement not to be performed, complied    
with or satisfied in any material respect and (b) any failure of Issuer to      
perform, comply with or satisfy any covenant, condition or agreement to be      
performed, complied with or satisfied by Issuer hereunder in any material       
respect; provided, however, that no such notification shall affect the          
representations or warranties of Issuer or Buyer's right to rely thereon. Issuer
shall give prompt notice in                                                     

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writing to Buyer of any notice or other communication from any third-party      
alleging that the consent of such third-party is or may be required to be       
obtained by Issuer or any Subsidiary in connection with the transactions        
contemplated by this Agreement.                                                 

   6.5 Issuer Action. From the date hereof until Closing, Issuer shall not
take any action which would make any of the representations or warranties of    
Issuer contained in this Agreement untrue or incorrect or prevent itself or any 
of its Subsidiaries from performing or cause itself or any of the Subsidiaries  
not to perform their respective covenants under this Agreement.                 

ARTICLE VII 
CERTAIN OTHER AGREEMENTS

7.1 Proxy Statement; Stockholders Meeting.                          

      (a) As promptly as practicable following the date hereof, Issuer
shall file with the SEC the Proxy Statement with respect to the Stockholders    
Meeting. Issuer shall use all reasonable efforts to cause the Proxy Statement to
be mailed to Issuer's stockholders as promptly as practicable after Issuer      
reasonably concludes that the Proxy Statement is not subject to further comment 
by the SEC. Buyer shall provide Issuer with all reasonable assistance in        
connection with the foregoing provided that Buyer shall have no obligation to   
provide any information that Buyer determines in unduly burdensome.             

           (b) Issuer and Buyer shall take all actions (other than qualifying to
do business in any jurisdiction in which either is not now so qualified or to   
file a general consent to service of process) required to be taken under any    
applicable United States, state or foreign securities Laws in connection with   
the Share Issuance. No filing of, or amendment or supplement to, or             
correspondence to the SEC or its staff with respect to, the Proxy Statement will
be made by either Party, without providing the other Party a reasonable         
opportunity to review and comment thereon.                                      

         (c) Issuer will advise Buyer, promptly after Issuer receives notice
thereof, of any request by the SEC for amendment of the Proxy Statement or      
comments thereon and responses thereto or requests by the SEC for additional    
information. If at any time prior to the Closing Date any information relating  
to Issuer or Buyer, or any of their respective Affiliates, officers or          
directors, should be discovered by Buyer or Issuer which should be set forth in 
an amendment or supplement to the Proxy Statement so that any of such document  
would not include any misstatement of a material fact or omit to state any      
material fact necessary to make the statements therein, in light of the         
circumstances under which they were made, not misleading, the Party which       
discovers such information shall promptly notify the other Party hereto and an  
appropriate amendment or supplement describing such information shall be        
promptly filed with the SEC and, to the extent required by law, disseminated to 
the stockholders of Issuer.                                                     

           (d) The Board of Directors of Issuer shall unanimously (excluding any
interested director of Issuer affiliated with Buyer) recommend that Issuer's    
stockholders vote in favor of the Share Issuance at the Stockholders Meeting and
to take such other actions to effectuate as promptly as practicable the         
transaction contemplated hereby.                                                

          (e) The Proxy Statement shall include a statement to the effect that
the Board of Directors of Issuer has unanimously (excluding any interested      
director of Issuer affiliated with Buyer) recommended that Issuer's stockholders
vote in favor of and adopt and approve the Share Issuance at the Stockholders   
Meeting. Neither the Board of Directors of Issuer nor any committee thereof     
shall withdraw, amend or modify, or propose or resolve to withdraw, amend or    
modify in a manner adverse to Buyer, the unanimous (excluding any interested    
director of Issuer affiliated with Buyer) recommendation of the Board of        
Directors of Issuer that Issuer's stockholders vote in favor of the Share       
Issuance. For                                                                   

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purposes of this Agreement, said recommendation of the Board of Directors shall 
be deemed to have been modified in a manner adverse to Buyer if said            
recommendation shall no longer be unanimous.                                    

         (f) Issuer shall, as soon as practicable following the date hereof,
establish a record date for, duly call, give notice of, convene and hold the    
Stockholders Meeting as promptly as practicable for the purpose of voting upon  
the approval of the Share Issuance, and cause the Proxy Statement to be timely  
mailed to Issuer's stockholders. Issuer shall use all reasonable efforts to     
procure proxies in favor of the approval of the Share Issuance and will take all
other action necessary or advisable to secure the vote or consent of its        
stockholders required under the rules of Nasdaq or Delaware law in connection   
with obtaining such approval.                                                   

(g) Buyer agrees to vote all shares of Issuer Common Stock
beneficially owned by Buyer or any of its Affiliates in favor of the Share      
Issuance at the Stockholders Meeting and to take such other actions to          
effectuate as promptly as practicable the transaction contemplated hereby.      

       (h) Notwithstanding anything contained in Agreement the contrary,
Issuer shall not be obligated to take the actions set forth in Sections 7.1(d)  
and 7.1(e) hereof to the extent that such action is inconsistent with the proper
discharge of the fiduciary duties of the Board of Directors of Purchaser;       
provided, however, that notwithstanding any such determination and, if the Board
of Directors of Issuer withdraws its recommendation that Issuer's stockholders  
vote in favor of the Share Issuance at the Stockholders Meeting, the Board shall
put the matter of the Share Issuance to a vote by the stockholders of Issuer's  
at the Stockholders Meeting.                                                    

7.2 Access to Information; Confidentiality.                         

        (a) Issuer will permit representatives of Buyer to have reasonable
access at all reasonable times, and in a manner so as not to interfere with the 
normal business operations of Issuer, to the senior management and personnel of 
Issuer and to provide Buyer with copies of all books, records (including tax    
records), contracts, and documents of or pertaining to Issuer as shall be       
reasonably requested by Buyer.                                                  

   (b) During the term of this Agreement and for three (3) years
thereafter, each Party shall keep and shall cause its directors, officers,      
employees, representatives, agents and partners to keep confidential all        
Intellectual Property and all other proprietary information, including, without 
limitation, information relating to this Agreement, any contract or other       
business document or information obtained by a Party by reason of the           
transactions contemplated by this Agreement (collectively, "Confidential        
Information") of or concerning the other Party hereto or its Affiliates or its  
or their respective customers furnished it by such other Party or its           
representatives in connection with or pursuant to this Agreement, except to the 
extent that any information referred to above has been or is (i) independently  
developed by the Party without reference to such information, (ii) previously   
known by the Party to which it is furnished, (iii) in the public domain through 
no fault of such Party, (iv) later lawfully acquired from other sources by the  
Party to which it was furnished or (v) compelled to be disclosed by judicial or 
administrative process or, upon the advice of its counsel, by other requirements
of law; provided, however, that if a Party is so required to disclose           
Confidential Information, such Party shall promptly notify the other Party and  
reasonably cooperate with the other Party if it elects (at its expense) to seek 
to limit or avoid such disclosure by any lawful means. To the extent that       
Confidential Information provided by one Party to the other Party is            
Confidential Information of a third party and is subject to a confidentiality   
undertaking for a term in excess of (or with stricter conditions than) that     
provided in this Section 7.2 and so long as such terms and conditions are       
disclosed by the one Party to the other, the Party receiving such Confidential  
Information shall be subject to the specific terms and conditions relating to   
such Confidential Information.                                                  

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    7.3 Mutual Cooperation. Until the third anniversary of the Closing Date,
each Party, will use their reasonable efforts to provide to the other Party (the
"Requesting Party") such records and information and to make available to the   
Requesting Party such employees, in each case as may be reasonably requested in 
writing by the Requesting Party, for the purpose of assisting the Requesting    
Party in responding to governmental inquiries, making required governmental     
filings or defending or prosecuting any action or other proceeding involving any
Person other than the Party providing such information or records or making     
available such employees (the "Providing Party"); provided, however, that no    
Providing Party shall be required to (i) incur any out-of-pocket expenses, (ii) 
provide information, records or employees under circumstances which the         
Providing Party believes in its sole reasonable determination may expose it to  
liability to any Person or may prejudice any interest, commercial, legal or     
otherwise, of the Providing Party or (iii) take any action that in the Providing
Party's sole reasonable determination unreasonably interferes with its business.

 7.4 Public Announcements. The Parties agree that any press release or
other public statement with respect to this Agreement or the transactions       
contemplated hereby shall be only as agreed upon in advance by Issuer and Buyer.

7.5 Conduct Prior to Closing; Conduct of Business.                  

          (a) During the period from the date of this Agreement and continuing
until the earlier of the termination of this Agreement pursuant to its terms and
the Closing Date, Issuer agrees to carry on its business, and to cause its      
Subsidiaries to carry on their business, in the usual, regular and ordinary     
course, in substantially the same manner as heretofore conducted and in         
compliance in all material respects with all applicable laws and regulations,   
pay its debts and taxes when due subject to good faith disputes over such debts 
or taxes, pay or perform its other obligations when due, and use all reasonable 
efforts (and in any event no less than would be consistent with its past        
practices), to (i) preserve intact its present business organization, (ii) keep 
available the services of its present officers and key employees and (iii)      
preserve its relationships with third parties with which it has business        
dealings. In addition, Issuer will promptly notify Buyer of any material event  
involving its respective business or operations, and of any event that could    
reasonably be expected to have a Material Adverse Effect.                       

          (b) In addition, except as permitted by the terms of this Agreement,
without the prior written consent of Buyer, during the period from the date of  
this Agreement and continuing until the earlier of the termination of this      
Agreement and the Closing Date, except as set forth in Schedule 7.5 of the      
Issuer's Disclosure Schedule, Issuer shall not do any of the following and shall
not permit its Subsidiaries to do any of the following:                         

            (i)    Waive any stock repurchase rights, accelerate, amend or
        change the period of exercisability of any options or restricted stock
        or reprice options granted under any employee, consultant, director or
  other stock plans or authorize cash payments in exchange for any
         options granted under any of such plans except as required by the terms
     of such plans or any related agreements or employment agreements in
effect as of the date of this Agreement;                      

             (ii)   Grant any severance or termination pay to any officer or
       employee except pursuant to written agreements in effect, or policies
      existing, on the date hereof and as previously disclosed in Issuer's
Disclosure Schedule, or adopt any new severance plan;         

           (iii)  Declare, set aside or pay any dividends on or make any
   other distributions (whether in cash, stock, equity securities or
property) in respect of any                                   

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    capital stock or split, combine or reclassify any capital stock or
        issue or authorize the issuance of any other securities in respect of,
in lieu of or in substitution for, any capital stock;         

       (iv)   Purchase, redeem or otherwise acquire, directly or
indirectly, any shares of its capital stock;                  

         (v)    Issue, deliver, sell, authorize, pledge or otherwise
         encumber any shares of capital stock or any securities convertible into
        shares of capital stock, or subscriptions, rights, warrants or options
      to acquire any shares of capital stock or any securities convertible
 into shares of capital stock, or enter into other agreements or
        commitments of any character obligating it to issue any such shares or
       convertible securities, other than the issuance, delivery and/or sale
       of Issuer's Shares pursuant to the exercise of options outstanding on
the date of this Agreement; or                                

               (vi)   Cause, permit or propose any amendments to its Constituent
        Documents or other charter documents (or similar governing instruments
of any of its Subsidiaries).                                  

  7.6 Use of Proceeds. Provided Issuer completes the acquisition of GMAI
Auctentia Central de Compras, S.L. on or before the Closing Date pursuant to    
that certain Inventory Purchase Agreement between Greg Manning Auctions, Inc.   
and Auctentia, S.L. dated as of the date hereof, Issuer shall, in the manner    
described below, allocate the Cash Consideration to GMAI Auctentia Central de   
Compras, S.L. for its use as working capital. To that end, at Closing (provided 
Issuer has acquired GMAI Auctentia Central de Compras, S.L.), Issuer shall      
instruct Buyer to pay or cause the Cash Consideration to be paid into a bank    
account opened at Banesto by GMAI Auctentia Central de Compras, S.L. The        
signatories on the bank account shall be determined by the person who, as of the
date hereof, is Chairman of the Board of Issuer.                                

ARTICLE VIII
 INDEMNIFICATION

     8.1 Survival. The representations and warranties of the Parties contained
in this Agreement, shall survive the Closing and shall continue in full force   
and effect (a) in the case of the representations and warranties of Buyer, for  
the Survival Period and (b) in the case of the representations and warranties of
Issuer, until the expiration of the applicable statute of limitations with      
respect to the matter to which the claim relates. Notwithstanding the foregoing,
any representation or warranty in respect of which indemnity may be sought      
hereunder shall survive the time at which it would otherwise terminate pursuant 
to this Section 8.1 if notice of the breach thereof shall have been given to the
Party against whom such indemnity may be sought prior to the expiration of the  
applicable survival period. The Parties' covenants and agreements under this    
Agreement shall survive the Closing indefinitely unless a shorter period of     
performance is specified with respect to such covenant or agreement.            

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   8.2 Indemnification by Issuer. Issuer shall indemnify Buyer and each of
its Affiliates, directors, principals, officers, directors, employees,          
independent contractors, agents and representatives, in their capacities as     
such, and the successors, heirs and personal representatives of any of them     
(collectively, the "Buyer Indemnified Parties") and hold them harmless from any 
and all claims, suits, actions, proceedings, investigations, judgments, damages,
losses, liabilities and expenses (including, reasonable expenses of             
investigation and attorneys' fees and expenses) incurred or suffered by any     
Buyer Indemnified Party arising out of or relating to any breach or inaccuracy  
of any representation, warranty, covenant or other agreement of Issuer contained
herein or any instruments delivered by Issuer pursuant to this Agreement.       

8.3 Indemnification; Notice and Settlements. A party seeking        
indemnification pursuant to Section 8.2 (an "Indemnified Party") with respect to
a claim, action or proceeding by a person who is not a Buyer Indemnified Party  
shall give prompt written notice to the Party from whom such indemnification is 
sought (the "Indemnifying Party") of the assertion of any claim, or the         
commencement of any action or proceeding, in respect of which indemnity may be  
sought hereunder; provided that the failure to give such notice shall not affect
the Indemnified Party's rights to indemnification hereunder, except to the      
extent such failure shall actually prejudice in any material respect the        
Indemnifying Party's ability to defend such claim, action or proceeding. The    
Indemnifying Party shall have the right to assume the defense of any such action
or proceeding at its expense, with counsel approved by the Indemnified Party    
(which approval will not be unreasonably withheld). If the Indemnifying Party   
shall elect not to assume the defense of any such action or proceeding, or fails
to make such an election within 20 days after it receives such notice pursuant  
to the first sentence of this Section 8.3, the Indemnified Party may assume such
defense at the expense of the Indemnifying Party. The Indemnified Party shall   
have the right to participate in (but not control) the defense of an action or  
proceeding defended by the Indemnifying Party hereunder and to retain its own   
counsel in connection with such action or proceeding, but the fees and expenses 
of such counsel shall be at the Indemnified Party's expense unless (i) the      
Indemnifying Party and the Indemnified Party have mutually agreed in writing to 
the retention of such counsel or (ii) the named parties in any such action or   
proceeding (including impleaded parties) include the Indemnifying Party and the 
Indemnified Party, and representation of the Indemnifying Party and the         
Indemnified Party by the same counsel would create a conflict (in which case the
Indemnifying Party shall not be permitted to assume the defense of such claim,  
action or proceeding); provided that, unless otherwise agreed by the            
Indemnifying Party, if the Indemnifying Party is obligated to pay the fees and  
expenses of such counsel, the Indemnifying Party shall be obligated to pay only 
the fees and expenses associated with one attorney or law firm (plus local      
counsel as required), as applicable, for the Indemnified Party. An Indemnifying 
Party shall not be liable under Section 8.2 for any settlement effected without 
its written consent, which consent will not be unreasonably withheld, of any    
claim, action or proceeding in respect of which indemnity may be sought         
hereunder.                                                                      

ARTICLE IX
 CLOSING

      9.1 Closing Date. The closing of the transactions contemplated hereby (the
"Closing") shall be held on the day of the Stockholders Meeting at 10:00 a.m.,  
prevailing local time, at the offices of Kramer Levin Naftalis & Frankel LLP,   
919 Third Avenue, New York, NY 10022 U.S.A. The date on which the Closing       
actually occurs is herein referred to as the "Closing Date".                    

9.2 Deliverables at Closing.                                        

           (a) Deliveries at Closing by Buyer. At or prior to the Closing, Buyer
shall deliver or cause to be delivered to Issuer:                               

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            (i)    payment of the Cash Consideration to Issuer pursuant to
Section 2.2;                                                  

           (ii)   Registration Rights Agreement (executed by Buyer); and

     (iii)  the certificate contemplated by Section 10.1(c).

      (b) Deliveries at Closing by Issuer. At or prior to the Closing,
Issuer shall deliver or cause to be delivered to Buyer:                         

               (i)    certificates representing the Issuer Shares, registered in
the name of Buyer;                                            

            (i)    the Registration Rights Agreement (executed by Issuer);

     (ii)   the certificate contemplated by Section 10.2(c);

            (ii)   any and all consents that may be required to consummate
     the transactions contemplated by this Agreement with respect to the
Issuer; and                                                   

   (iii)  an opinion of counsel to Issuer, customary for
         transactions of this type and mutually acceptable to the Parties, dated
as of the Closing Date.                                       

ARTICLE X 
CONDITIONS PRECEDENT

      10.1 Conditions Precedent to Issuer's Closing Obligations. All obligations
of Issuer hereunder are subject, at the option of Issuer, to the fulfillment of 
each of the following conditions at or prior to the Closing, and Buyer shall use
its best efforts to cause each such condition to be so fulfilled:               

         (a) All representations and warranties of Buyer contained herein or
in any document or certificate delivered pursuant hereto relating to the Buyer  
shall be true and correct in all material respects when made and shall be deemed
to have been made again at and as of the Closing Date, and shall then be true   
and correct in all material respects.                                           

         (b) All covenants, agreements and obligations required by the terms
of this Agreement to be performed by Buyer at or before the Closing shall have  
been duly and properly performed in all material respects.                      

          (c) There shall be delivered to Issuer a certificate executed by the
President and Secretary of Buyer, dated the date of the Closing, certifying to  
the best knowledge of such person after due investigation that the conditions   
set forth in paragraphs (a) and (b) of this Section 10.1 have been fulfilled.   

          (d) The Share Issuance shall have been adopted by the requisite vote
of the stockholders of Issuer.                                                  

          (e) Issuer shall not have received any notice or other communication
from Nasdaq that Nasdaq requires that Issuer and/or Buyer must meet Nasdaq's    
initial listing standards in connection with the transactions contemplated by   
this Agreement.                                                                 

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          (f) No action, suit, or proceeding shall be pending before any court
or quasi-judicial or other Governmental Authority or before any arbitrator      
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of the transactions contemplated by this Agreement, (ii)   
cause any of the transactions contemplated by this Agreement to be rescinded    
following consummation, or (iii) affect in a manner that would have a Material  
Adverse Effect or otherwise affect the right of Issuer to own the Issuer Shares 
and to exercise its rights with respect thereto.                                

      10.2 Conditions Precedent to Buyer's Obligations. All obligations of Buyer
hereunder are subject, at the option of Buyer, to the fulfillment of each of the
following conditions at or prior to the Closing, and Issuer shall use its best  
efforts to cause each such condition to be so fulfilled:                        

          (a) All representations and warranties of Issuer contained herein or
in any document or certificate delivered pursuant hereto shall be true and      
correct when made and shall be deemed to have been made again at and as of the  
date of the Closing, and shall then be true and correct in all material         
respects.                                                                       

         (b) All covenants, agreements and obligations required by the terms
of this Agreement to be performed by Issuer at or before the Closing shall have 
been duly and properly performed in all material respects.                      

         (c) There shall be delivered to Buyer a certificate executed by the
Chief Executive Officer and Secretary of Issuer, dated the date of the Closing, 
certifying to the best knowledge of such persons after due investigation that   
the conditions set forth in paragraphs (a) and (b) of this Section 10.2 have    
been fulfilled.                                                                 

          (d) No action, suit, or proceeding shall be pending before any court
or quasi-judicial or other Governmental Authority or before any arbitrator      
wherein an unfavorable injunction, judgment, order, decree, or ruling would (i) 
prevent consummation of any of the transactions contemplated by this Agreement  
or (ii) cause any of the transactions contemplated by this Agreement to be      
rescinded following consummation (and no such injunction, judgment, order,      
decree, ruling, or charge shall be in effect) or (iii) affect in a manner that  
would have a Material Adverse Effect or otherwise affect the right of Buyer to  
own the Issuer Shares and to exercise its rights with respect thereto.          

         (e) Issuer's common stock shall continue to be listed on the Nasdaq
National Market System and Issuer shall not have received any notice or other   
communication from Nasdaq threatening to delist Issuer from the Nasdaq National 
Market System. The Issuer Shares shall have been approved for listing on Nasdaq 
subject to issuance.                                                            

          (f) The Share Issuance shall have been adopted by the requisite vote
of the stockholders of Issuer.                                                  

          (g) Issuer shall not have received any notice or other communication
from Nasdaq that Nasdaq requires, or is concerned that it may require, that     
Issuer and/or Buyer must meet Nasdaq's initial listing standards in connection  
with the transactions contemplated by this Agreement.                           

ARTICLE XI
 TERMINATION

11.1 Termination of Agreement.                                      

       (a) Certain of the Parties hereto may terminate this Agreement as
provided below:                                                                 

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            (i)    Issuer and Buyer may terminate this Agreement by mutual
written consent at any time prior to the Closing;             

             (ii)   Issuer may, at its option, also terminate this Agreement
        by giving written notice to Buyer at any time prior to the Closing (A)
         if and in the event Buyer has breached any representation, warranty, or
        covenant contained in this Agreement which has resulted in or that may
       reasonably be expected to result in a Material Adverse Effect, Issuer
        has notified Buyer of the breach, and the breach has continued without
     cure for a period of 30 days after the notice of breach, (B) if the
     Closing shall not have occurred on or before September 30, 2003, by
        reason of the failure of any condition precedent under Section 11.1(a)
 hereof (unless the failure results primarily from Issuer itself
       breaching any representation, warranty, or covenant contained in this
       Agreement), or (C) if Issuer's stockholders fail to approve the Share
Issuance at the Stockholders Meeting; and                     

          (iii)  Buyer may, at its option, terminate this Agreement by
         giving written notice to Issuer at any time prior to the Closing (A) in
         the event Issuer has breached any representation, warranty, or covenant
contained in this Agreement which has resulted in or that may 
      reasonably be expected to result in a Material Adverse Effect, Buyer
         has notified Issuer of the breach, and the breach has continued without
       cure for a period of 30 days after the notice of breach or (B) if the
     Closing shall not have occurred on or before September 30, 2003, by
        reason of the failure of any condition precedent under Section 10.1(b)
hereof (unless the failure results primarily from Buyer or its
Affiliates breaching any representation, warranty, or covenant
      contained in this Agreement) or (C) if Issuer's stockholders fail to
approve the Share Issuance at the Stockholders Meeting;       

provided, however, that the Party seeking termination pursuant to clause (ii)(A)
or (iii)(A) is not then itself in breach in a material respect of any of its    
representations, warranties or covenants contained in this Agreement.           

    (b) If any Party terminates this Agreement pursuant to Section
11.1(a) above, all rights and obligations of the Parties hereunder shall        
terminate without any liability of any Party to any other Party (except for any 
Liability of any Party then in breach); provided, however, that the             
confidentiality provisions contained in Section 7.2 and the indemnification     
provisions contained in Article VIII shall survive termination.                 

ARTICLE XII 
 MISCELLANEOUS

12.1 Entire Agreement. This Agreement, including the Schedules and  
Exhibits hereto, and the documents and instruments to be executed and delivered 
pursuant hereto constitute the entire agreement among the Parties with respect  
to the subject matter hereof, supercede all prior agreements and understandings 
among the Parties with respect thereto, and no Party shall be liable or bound to
any other Party in any manner by any promises, conditions, warranties,          
representations, or covenants except as specifically set forth herein or        
therein.                                                                        

   12.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and 
assigns of the Parties; provided, however, that no Party may assign this        
Agreement without prior written consent of the other; except that any or all of 
Issuer's rights hereunder may be assigned to any direct or indirect wholly-owned
subsidiary of Issuer. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the Parties                                 

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hereto or their respective successors and permitted assigns any rights,         
remedies, obligations, or liabilities under or by reason of this Agreement,     
except as expressly provided in this Agreement.                                 

      12.3 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from    
this Agreement and the balance of the Agreement shall be interpreted as if such 
provision were so excluded and shall be enforceable in accordance with its      
terms.                                                                          

    12.4 Amendments and Waivers. This Agreement may not be modified, nor may
any term or provision hereof be waived or discharged, except by an instrument in
writing signed by the Party against whom enforcement of such modification,      
waiver or discharge is sought. No such waiver or discharge shall be deemed to be
or shall constitute a waiver or discharge with respect to any other terms or    
provisions of this Agreement, whether or not similar. Each such waiver or       
discharge shall be effective only in the specific instance and for the purpose  
for which it was given, and shall not constitute a continuing waiver or         
discharge.                                                                      

12.5 Governing Law; Consent to Jurisdiction.                        

         (a) This Agreement shall be governed by and construed in accordance
with, the internal Laws of the State of New York applicable to contracts        
executed and fully performed within the State of New York.                      

 (b) Buyer and Issuer each hereby irrevocably submits to the
jurisdiction of any New York State or Federal Court sitting in the City and     
County of New York in respect of any suit, action or proceeding arising out of  
or relating to this Agreement, and irrevocably accepts for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid   
courts. Buyer and Issuer each irrevocably waives, to the fullest extent such    
Party may effectively do so under applicable Law, trial by jury and any         
objection that such Party may now or hereafter have to the laying of venue of   
any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought  
in an inconvenient forum. Nothing herein shall affect the right of any Party    
hereto to serve process in any manner permitted by Law or to commence legal     
proceedings or otherwise proceed against the other Party in any other           
jurisdiction.                                                                   

         (c) Buyer will at all times have an authorized agent in the City of
New York upon whom process may be served in any legal action or proceeding      
arising out of or relating to this Agreement. Service of process upon such agent
and written notice of such service mailed or delivered to Buyer shall to the    
extent permitted by law be deemed in every respect effective service of process 
upon Buyer in any such legal action or proceeding. The Buyer shall irrevocably  
appoint Cuatrecasas LLP as its agent for such purpose in New York, and covenants
and agrees that service of process in any suit, action or proceeding may be made
upon it at the office of such agent at 110 East 55th Street, New York, New York 
10022, attn: Javier Villasante (or at such other address or, at the office of   
such other authorized agent as the Buyer may designate by written notice to the 
Issuer). As an alternative method of service, Buyer also irrevocably consents to
the service of any and all process in any such action or proceeding in such New 
York State or Federal court sitting in the City of New York by the mailing of   
copies of such process to it at its address specified in Section 12.8 hereof.   

12.6 Counterparts. This Agreement may be executed in two or more    
counterparts (and by facsimile), each of which shall be deemed an original, but 
all of which together shall constitute one and the same instrument.             

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   12.7 Interpretation. The Parties hereto acknowledge and agree that: (i)
each Party and its counsel reviewed and negotiated the terms and provisions of  
this Agreement and have contributed to its revision; (ii) the rule of           
construction to the effect that any ambiguities are resolved against the        
drafting Party shall not be employed in the interpretation of this Agreement;   
and (iii) the terms and provisions of this Agreement shall be construed fairly  
as to all Parties hereto and not in favor of or against any Party, regardless of
which Party was generally responsible for the preparation of this Agreement.    

     12.8 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively  
given (i) upon delivery, if delivered personally, (ii) five (5) Business Days   
after deposit in the mail, if sent by registered or certified mail, return      
receipt requested, postage prepaid, (iii) the third Business Day after deposit  
with an internationally recognized overnight courier service, if sent by courier
service, or (iv) upon confirmation of receipt, if sent by facsimile             
transmission, and, in any case, properly addressed to the Parties as follows:   

IF TO PURCHASER:        Greg Manning Auctions, Inc.                             
775 Passaic Avenue              
West Caldwell, New Jersey       
U.S.A.                          
Attn: President                 
Fax:  973-882-2981              

                   with a copy to (which shall not constitute notice):

   Kramer Levin Naftalis & Frankel LLP
919 Third Avenue                
New York, New York 10022        
Attn: Scott S. Rosenblum        
Fax:  (212) 715-8000            

IF TO SELLER:           Auctentia, S.L.                                         
Joaquin Maria Lopez             
8 bis 28015                     
Madrid                          
Spain                           
Attn: Esteban Perez             
Fax:  91-535-76-81              

                   with a copy to (which shall not constitute notice):

Cuatrecasas LLP                 
110 E. 55th Street              
New York, New York 10022        
Attn: Javier Villasante         
Fax:  212-758-1028              

                   with a copy to (which shall not constitute notice):

        Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue                 
New York, New York 10178        
Attn: Jeffrey N. Ostrager       
Fax:  212-697-1559              

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                   with a copy to (which shall not constitute notice):

Afinsa Bienes Tangibles, S.A.   
Lagasca 88, 28001               
Madrid                          
Spain                           
Attn: Juan Antonio Cano         
Fax:  34-91-576-1105            

or to such other address or addresses as a Party may from time to time designate
as to itself, by notice as provided herein, provided that any such notice shall 
be deemed effectively given only upon receipt.                                  

     12.9 Expenses. Each of the Parties shall bear its own expenses, including
but not limited to counsel and accounting fees, in connection with the          
transactions contemplated hereby.                                               

   12.10 Further Assurances. Each of Buyer and Issuer agree to execute and
deliver, from time to time as necessary or desirable, at its own expense, such  
further documents and instruments, and to perform such additional acts as Issuer
or Buyer may reasonably request to effectuate or carry out and perform all the  
terms, provisions and conditions of this Agreement and the transactions         
contemplated hereby and to effectuate the intent and purposes hereof.           

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the Parties have executed this Subscription Agreement
as of the date first written above.                                             

                   AUCTENTIA, S.L.

                                 By: /s/ Esteban Perez Herrero
                                          ------------------------------
                                Name:  Esteban Perez Herrero
                             Title: Executive Chairman

                               GREG MANNING AUCTIONS, INC.

                         By:  /s/ Greg Manning
                                        ------------------------------
                       Name:  Greg Manning
                                  Title: Chief Executive Officer

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 Exhibit A

 Form of Registration Rights Agreement

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 Table of Contents

                                                                            Page
                                                                            ----

ARTICLE I      DEFINITIONS...................................................1  
    1.1      Definitions...................................................1

ARTICLE II     PURCHASE AND SALE; CONSIDERATION..............................4  
    2.1      Purchase and Sale.............................................4
    2.2      Consideration.................................................4

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF BUYER.......................4  
    3.1      Organization, Good Standing and Qualification.................4
    3.2      Authorization.................................................4
    3.3      No Violations or Conflicts....................................4
    3.4      Consents and Approvals........................................5
    3.5      Brokers and Finders...........................................5
    3.6      Investment Representations....................................5

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF ISSUER......................6  
    4.1      Organization, Good Standing and Qualification.................6
    4.2      Subsidiaries..................................................6
    4.3      Authorization; Enforcement; Validity..........................7
    4.4      Capitalization................................................7
    4.5      No Violations or Conflicts....................................7
    4.6      Consents and Approvals........................................8
    4.7      The Issuer Shares.............................................8
    4.8      SEC Documents; Financial Statements...........................8
    4.9      Absence of Certain Changes....................................9
    4.10     Litigation...................................................10
    4.11     No General Solicitation......................................11
    4.12     No Integrated Offering.......................................11
    4.13     Intellectual Property Rights.................................11
    4.14     Insurance....................................................11
    4.15     Licenses and Permits.........................................11
    4.16     No Materially Adverse Contracts, Etc.........................12
    4.17     Tax Status...................................................12
    4.18     Transactions With Affiliates.................................12
    4.19     Application of Takeover Protections..........................12
    4.20     Foreign Corrupt Practices....................................12
    4.21     Effect of Transaction........................................12
    4.22     Change of Control Payments...................................13
    4.23     Information Supplied.........................................13
    4.24     Brokers and Finders..........................................13
    4.25     Voting Agreement.............................................13

ARTICLE V      COVENANTS OF BUYER...........................................13  
    5.1      Further Assurances...........................................13
    5.2      Notification of Certain Matters..............................14
    5.3      Buyer Action.................................................14

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                                                                            Page
                                                                            ----

ARTICLE VI     COVENANTS OF ISSUER..........................................14  
    6.1      Certain Filings..............................................14
    6.2      Consents and Approvals.......................................14
    6.3      Further Assurances...........................................14
    6.4      Notification of Certain Matters..............................14
    6.5      Issuer Action................................................15

ARTICLE VII    CERTAIN OTHER AGREEMENTS.....................................15  
    7.1      Proxy Statement; Stockholders Meeting........................15
    7.2      Access to Information; Confidentiality.......................16
    7.3      Mutual Cooperation...........................................17
    7.4      Public Announcements.........................................17
    7.5      Conduct Prior to Closing; Conduct of Business................17
    7.6      Use of Proceeds..............................................18

ARTICLE VIII   INDEMNIFICATION..............................................18  
    8.1      Survival.....................................................18
    8.2      Indemnification by Issuer....................................18
    8.3      Indemnification; Notice and Settlements......................19

ARTICLE IX     CLOSING......................................................19  
    9.1      Closing Date.................................................19
    9.2      Deliverables at Closing......................................19

ARTICLE X      CONDITIONS PRECEDENT.........................................20  
    10.1     Conditions Precedent to Issuer's Closing Obligations.........20
    10.2     Conditions Precedent to Buyer's Obligations..................21

ARTICLE XI     TERMINATION..................................................21  
    11.1     Termination of Agreement.....................................21

ARTICLE XII    MISCELLANEOUS................................................22  
    12.1     Entire Agreement.............................................22
    12.2     Successors and Assigns.......................................22
    12.3     Severability.................................................23
    12.4     Amendments and Waivers.......................................23
    12.5     Governing Law; Consent to Jurisdiction.......................23
    12.6     Counterparts.................................................23
    12.7     Interpretation...............................................23
    12.8     Notices......................................................24
    12.9     Expenses.....................................................25
    12.10    Further Assurances...........................................25

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Appendix D

Voting Agreement

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VOTING AGREEMENT

As of January 23, 2003

            VOTING AGREEMENT, (the "Agreement"), between each of the undersigned
holders (the "Holders") of shares of the common stock, $0.01 par value (the     
"Company Common Stock"), of Greg Manning Auctions, Inc., a Delaware corporation 
(the "Company"), and Auctencia, S.L. ("Auctentia"), a Spanish limited liability 
company.                                                                        

RECITALS

     WHEREAS, the Company and Auctentia propose to enter into that
certain Share Purchase Agreement (the "Share Purchase Agreement"), Inventory    
Purchase Agreement (the "Inventory Purchase Agreement"), and Subscription       
Agreement (the "Subscription Agreement") (collectively the "Transaction         
Agreements"), each by and between the Company and Auctentia and dated as of the 
date hereof, pursuant to which the Company will issue, in the aggregate, up to  
13,000,000 shares of Company Common Stock to Auctentia in exchange for cash and 
certain assets of and companies owned by Auctentia.                             

          WHEREAS, each of the Holders is the beneficial owner of the number
of shares of Company Common Stock and options or rights to acquire shares of    
Company Common Stock (such securities and any other securities of the Company   
hereafter acquired by each of the Holders, the "Subject Securities") set forth  
on Exhibit A to this Agreement; and                                             

            WHEREAS, as a condition of its entering into each of the Transaction
Agreements Auctentia has requested the Holders agree, and the Holders have      
agreed, to enter into this Agreement.                                           

 AGREEMENT

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:                                                       

1. Agreement to Vote Shares.                            

            (a) Prior to the Termination Date (as hereinafter defined), at every
meeting of the stockholders of the Company called with respect to any of the    
following, and at every adjournment thereof, and on every action or approval by 
written consent of the stockholders of the Company with respect to any of the   
following, the Holders shall vote all Subject Securities that are voting        
securities and that they beneficially own at the time of any such vote: (i) in  
favor of approval of the issuance and delivery of the shares of Company Common  
Stock to Auctentia pursuant to each of the Transaction Agreements and (ii)      
against (x) approval of any transaction made in opposition to or in competition 
with any of the Transaction Agreements, (y) any liquidation or winding up of the
Company, and (z) any other proposal or transaction involving the Company or any 
of its subsidiaries which proposal or transaction would in any manner impede,   
frustrate, prevent or nullify, or result in a breach of any covenant,           
representation or warranty or any other obligation or agreement of the Company  
under or with respect to any of the Transaction Agreements or any of the        
transactions contemplated by the Transaction Agreements (each of the foregoing  
in this clause (ii) is hereinafter referred to as an "Opposing Proposal").      

        (b) To fully implement the agreement of the Holders set forth in
Section 1(a) above,                                                             

               (i)   each Holder agrees, unless and until the Termination Date
shall occur (x) not to transfer, pledge or assign any or all of such
Holder's Subject Securities, unless any transferee of such Subject  
   Securities becomes a party to and agrees to be bound by and comply with
      the terms and provisions of this Agreement prior to any such transfer, (y)
     not to grant any proxy or authorization to any person with respect to the
      voting of such Holder's Subject Securities or (z) take any action contrary
to or in any manner inconsistent with the terms of this Agreement.  

             (ii)  each Holder hereby revokes any and all previous proxies
granted with respect to such Holder's Subject Securities.           

               (iii) each Holder shall, upon the written request of Auctentia,
      execute and deliver any additional documents and take such further actions
    as may reasonably be deemed by Auctentia to be necessary or desirable to
      carry out the provisions hereof and to vest in Auctentia the power to vote
such Holder's Subject Securities that are voting securities as      
contemplated by this Section 1(b).                                  

           2. No Ownership Interest. Nothing contained in this Agreement shall
be deemed to vest in Auctentia any direct or indirect ownership or incidents of 
ownership of or with respect to the Subject Securities. All rights, ownership   
and economic benefits of and relating to the Subject Securities shall remain and
belong to the Holders, and Auctentia shall have no authority to manage, direct, 
superintend, restrict, regulate, govern or administer any of the policies or    
operations of the Company or exercise any power or authority to direct the      
Holders in the voting of any of the Subject Securities, except as otherwise     
expressly provided herein.                                                      

         3. Certain Representations of the Holders. Each Holder represents
and warrants to Auctentia as follows:                                           

            (a) Authorization. Each Holder has the power to execute, deliver and
perform this Agreement, and has taken all necessary action to authorize the     
execution, delivery and performance by such Holder of this Agreement. This      
Agreement has been duly executed and delivered by each Holder and, assuming due 
and valid authorization, execution and delivery by Auctentia, constitutes a     
valid and binding obligation of each Holder, enforceable against each Holder in 
accordance with its terms (except as such enforceability may be limited by      
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent       
conveyance or other similar laws and principles, now or hereafter in effect,    
affecting creditors' rights generally).                                         

         (b) Non-Contravention. The execution, delivery and performance by
each Holder of this Agreement and the consummation by each Holder of the        
transactions contemplated hereby do not and will not, (i) contravene or conflict
with any organizational document of such Holder, (ii) contravene or conflict    
with, or constitute a violation of, any provision of any law, regulation,       
judgment, injunction, order or decree binding upon such Holder                  

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or any of such Holder's properties or assets, (iii) with or without the giving  
of notice or passage of time or both, constitute a breach or default under any  
agreement, contract or other instrument binding upon such Holder or, to such    
Holder's knowledge, the Company, or (iv) result in the creation or imposition of
any liens on the Subject Securities, except with respect to the foregoing       
clauses (ii), (iii) or (iv), such contraventions, conflicts, violations,        
breaches, defaults or liens which would not, individually or in the aggregate,  
be reasonably likely to materially and adversely affect the ability of such     
Holder to consummate the transactions contemplated hereby or the ability of the 
Company and Auctentia to consummate the Transaction Agreements.                 

       (c) Ownership. Each Holder is the sole, true, lawful record and
beneficial owner of the Subject Securities identified on Exhibit A hereto, and  
there are no restrictions on voting rights or rights of disposition pertaining  
to such Subject Securities.                                                     

          (d) All Securities. The Subject Securities identified on Exhibit A
hereto are the only interests in the capital stock of the Company beneficially  
owned by each Holder, and each Holder has no other option to purchase or right  
to subscribe for or otherwise acquire any securities of the Company and has no  
other interest in or voting rights with respect to any other securities of the  
Company.                                                                        

       4. Binding Agreement. This Agreement shall be binding upon, and
shall inure to the benefit of, the Holders, and their heirs, estates, personal  
representatives and permitted assigns and Auctentia and its successors and      
permitted assigns.                                                              

     5. Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed    
effectively given (i) upon delivery, if delivered personally, (ii) five (5)     
Business Days after deposit in the mail, if sent by registered or certified     
mail, return receipt requested, postage prepaid, (iii) the third Business Day   
after deposit with an internationally recognized overnight courier service, if  
sent by courier service, or (iv) upon confirmation of receipt, if sent by       
facsimile transmission, and, in any case, properly addressed to the Parties as  
follows:                                                                        

         If to the Holders, to the person at the address or the telecopier
number appearing on the signature page beneath the Holders name.                

                   with a copy to (which shall not constitute notice):

   Kramer Levin Naftalis & Frankel LLP
919 Third Avenue                
New York, New York  10022       
Telecopier No.:  (212) 715-8000 
Telephone No.: (212) 715-9100   
    Attention:  Scott S. Rosenblum, Esq.

If to Auctentia:                                        

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Auctentia, S.L.                 
Joaquin Maria Lopez             
8 bis 28015                     
Madrid                          
Spain                           
Attn: Esteban Perez             
Fax:  91-535-76-81              

                   with a copy to (which shall not constitute notice):

Cuatrecasas LLP                 
110 E. 55th Street              
New York, New York 10022        
Attn: Javier Villasante         
Fax: 212-758-1028               

                   with a copy to (which shall not constitute notice):

Afinsa Bienes Tangibles, S.A.   
Lagasca 88, 28001               
Madrid                          
Spain                           
Attn: Juan Antonio Cano         
Fax:  34-91-576-1105            

         or to such other address or telecopy number as any party may have
         furnished to the other parties in writing in accordance herewith.

          6. Specific Performance. The parties hereto agree that irreparable
harm would occur in the event that any of the provisions of this Agreement were 
not performed in accordance with its specific terms or were otherwise breached. 
It is accordingly agreed that the parties shall be entitled to an injunction or 
injunctions to prevent breaches of this Agreement and to enforce specifically   
the terms and provisions hereof in any court of the United States or any state  
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.                                          

7. Amendment.                                           

       (a) This Agreement may not be amended or modified, except by an
instrument in writing signed on behalf of each of the parties hereto.           

            (b) This Agreement may not be modified nor may any term or provision
be waived or discharged by either party, except by an instrument in writing     
signed by the party against whom enforcement of such modification, waiver or    
discharge is sought. The failure of any party hereto to exercise any right,     
power or remedy provided under this Agreement or otherwise available in respect 
hereof at law or in equity, or to insist upon compliance by any other party     
hereto with its obligations hereunder, and any custom or practice of the parties
at                                                                              

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variance with the terms hereof shall not constitute a waiver by such party of   
its right to exercise any such or other right, power or remedy or to demand such
compliance.                                                                     

       (c) This Agreement may not be assigned by any party without the
prior written consent of the other parties, and any assignment without such     
consent shall be void.                                                          

8. Governing Law/Consent of Jurisdiction.               

           (a) This Agreement shall be governed by and construed in accordance
with, the internal laws of the State of New York applicable to contracts        
executed and fully performed within the State of New York.                      

            (b) Each Holder and Auctentia each hereby irrevocably submits to the
jurisdiction of any New York State or Federal Court sitting in the City and     
County of New York in respect of any suit, action or proceeding arising out of  
or relating to this Agreement, and irrevocably accepts for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid   
courts. Each Holder and Auctentia each irrevocably waives, to the fullest extent
such party may effectively do so under applicable law, trial by jury and any    
objection that such party may now or hereafter have to the laying of venue of   
any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought  
in an inconvenient forum. Nothing herein shall affect the right of any party    
hereto to serve process in any manner permitted by law or to commence legal     
proceedings or otherwise proceed against any other party in any other           
jurisdiction.                                                                   

      9. Counterparts. This Agreement may be executed in two or more
counterparts (and by facsimile), each of which shall be deemed an original, but 
all of which together shall constitute one and the same agreement.              

10. Termination.                                        

      (a) This Agreement shall terminate upon the earlier of (i) the
closing of all of the transactions contemplated by the Transaction Agreements or
(ii) the date of termination of any of the Transaction Agreements according to  
their respective terms (the "Termination Date").                                

      (b) Upon any termination of this Agreement as provided in this
Section 10, this Agreement shall thereupon become void and of no further force  
and effect, and there shall be no liability in respect of this Agreement or of  
any transactions contemplated hereby on the part of any party hereto or any of  
its directors, officers, partners, stockholders, employees, agents, advisors,   
representatives or affiliates; provided, however, that nothing herein shall     
relieve any party from any liability for such party's willful breach of this    
Agreement; and provided further that nothing herein shall limit, restrict,      
impair, amend or otherwise modify the rights, remedies, obligations or          
liabilities of any person under any other contract or agreement.                

[SIGNATURE PAGE TO FOLLOW]

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            IN WITNESS WHEREOF, this Voting Agreement has been executed by or on
behalf of each of the parties hereto, all as of the date first above written.   

       AUCTENTIA, S.L.

                     By: /s/ Esteban Perez Herrero
                                ----------------------------------
                          Name:  Esteban Perez Herrero
                       Title: Executive Chairman

    THE HOLDERS:

            By: /s/ Greg Manning
                                ----------------------------------
                      Greg Manning

                   Address: 775 Passaic Avenue
                                         West Caldwell, New Jersey 07006

                  By: /s/ Gregory N. Roberts
                                  ----------------------------------
                            Gregory N. Roberts

                   Address: 2625 Saint Andrews
                                  Tustin, California 92660

            By: /s/ James Reiman
                                ----------------------------------
                      James Reiman

                   Address: 775 Passaic Avenue
                                         West Caldwell, New Jersey 07006

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 Exhibit A

Holders Subject Securities

Holders                    Number of Subject Securities         
-------                    ----------------------------         

Greg Manning                                 1,600,000                          
Gregory N. Roberts                             530,526                          
James Reiman                                    10,500                          

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Appendix E

Registration Rights Agreement 

E-1 

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 REGISTRATION RIGHTS AGREEMENT

by and between

 GREG MANNING AUCTIONS, INC.

 and

 AUCTENTIA, S.L.

 DATED AS OF ___________, 2003

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 REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of ___________________, 2003 by and between Greg Manning        
Auctions, Inc., a Delaware corporation (the "Company"), and Auctentia, S.L., a  
Spanish limited liability company (the "Initial Holder").                       

     WHEREAS, the Company and the Initial Holder have entered into
certain agreements; and                                                         

          WHEREAS, the Company has agreed to provide the registration rights
set forth in this Agreement to the Initial Holder and its direct and indirect   
transferees.                                                                    

The parties hereby agree as follows:                    

        SECTION 1. DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:                                        

        "Affiliate": An affiliate of any specified person shall mean any
other person, directly or indirectly controlling or controlled by or under,     
direct or indirect, common control with such specified person. For the purposes 
of this definition, "control," when used with respect to any person, means the  
power to direct the management and policies of such person, directly or         
indirectly, whether through the ownership of voting securities, by contract or  
otherwise and the terms "affiliated," "controlling" and "controlled" have       
meanings correlative to the foregoing.                                          

           "Agreement": This Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.                                                                         

            "Business Day": Each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York, New York are       
authorized or obligated by law or executive order to close.                     

            "Common Stock": The common stock, par value $.01 per share, of the
Company or shares of any class or classes resulting from any recapitalization,  
reorganization, or reclassification thereof.                                    

        "Company":  Greg Manning Auctions, Inc., a Delaware corporation,
and any successor entity thereto.                                               

  "Demand Registration":  As defined in Section 2(a) hereof.

         "Exchange Act":  The Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.                

"Holder":  Each owner of any Registrable Securities.    

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           "Prospectus": The prospectus included in the Registration Statement
(including, without limitation, a prospectus that discloses information         
previously omitted from a prospectus filed in reliance upon Rule 430A), as      
amended or supplemented by any prospectus supplement, with respect to the resale
of any of the Registrable Securities covered by such Registration Statement, and
all other amendments and supplements to any such prospectus, including          
post-effective amendments, and all materials incorporated by reference or deemed
to be incorporated by reference, if any, in such prospectus.                    

         "Registrable Securities": The shares of Common Stock beneficially
owned (within the meaning of Section 13(d) of the Exchange Act) by the Initial  
Holder listed on Schedule I hereto (including any shares of Common Stock issued 
or issuable thereon upon any stock split, stock combination, stock dividend or  
the like), upon original issuance thereof and at all times subsequent thereto,  
and associated related rights, if any, until the earliest of (i) the date on    
which the resale thereof has been effectively registered under the Securities   
Act and such securities have been disposed of in accordance with the            
registration Statement relating thereto, (ii) the date on which such securities 
are eligible to be distributed to the public pursuant to Rule 144 without regard
to volume limitations, (iii) subject to the last sentence of this paragraph, the
date upon which such securities have been distributed pursuant to Rule 903 or   
Rule 904, unless, in the case of a Registrable security distributed pursuant to 
Rule 903 or 904, any applicable restricted period has not expired or the SEC or 
its staff has taken the position in a published release, ruling or no-action    
letter that securities distributed under Rule 903 or 904 are ineligible for     
resale in the United States under Section 4(1) of the Securities Act            
notwithstanding expiration of the applicable restricted period. Notwithstanding 
the foregoing, Registrable Securities that are distributed by the Initial Holder
pursuant to Rule 903 or 904 to any subsequent Holder in an aggregate amount     
equal to or greater than 5% of the number of Registrable Securities held by the 
Initial Holder on the date hereof will continue to be Registrable Securities    
until the occurrence of any of the foregoing events.                            

           "Registration Statement": Any registration statement of the Company
filed with the SEC pursuant to the Securities Act that covers the resale of any 
Registrable Securities pursuant to the provisions of this Agreement, including  
the Prospectus, amendments and supplements to such registration statement or    
Prospectus (including pre- and post-effective amendments), all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by      
reference, if any, in such registration statement.                              

       "Required Holders": Holders of more than 50% of the Registrable
Securities. For purposes of the preceding sentence, Registrable Securities      
owned, directly or indirectly, by the Company or its Affiliates (other than     
persons who are Affiliates solely by virtue of being holders of the Registrable 
Securities) shall not be deemed outstanding.                                    

    "Requisite Information":  As defined in Section 2(d) hereof.

   "Rule 144": Rule 144 promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any successor 
rule or regulation.                                                             

     "Rule 144A": Rule 144A promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any successor 
rule or regulation.                                                             

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   "Rule 415": Rule 415 promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any successor 
rule or regulation.                                                             

   "Rule 424": Rule 424 promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any successor 
rule or regulation.                                                             

     "Rule 430A": Rule 430A promulgated by the SEC pursuant to the
Securities Act, as such rule may be amended from time to time, or any successor 
rule or regulation.                                                             

           "SEC": The United States Securities and Exchange Commission, or any
successor governmental agency or authority thereto.                             

         "Securities Act": The Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.                        

   "Transfer Agent":  The registrar and transfer agent for the
Company's Common Stock.                                                         
SECTION 2.  REGISTRATION STATEMENT.                                             

      (a) DEMAND REGISTRATION UNDER THE SECURITIES ACT. The Required
Holders will be entitled to demand, from time to time, upon written request,    
that the Company file a Registration Statement under the Securities Act to      
effect the registration of all or part of their Registrable Securities on, at   
the option of the Company, Form S-1 or any similar long-form registration, or   
S-3 or any similar short-form registration, if available, for an offering to be 
made either on a continuous basis pursuant to Rule 415 or by means of an        
underwriting. Each request for a Demand Registration (as defined below) shall   
specify the approximate number of Registrable Securities requested to be        
registered.                                                                     

                   (i)   Within ten (10) days after receipt of any such request,
      the Company will give written notice of such requested registration to all
other Holders of Registrable Securities and will include in such    
     registration all Registrable Securities with respect to which the Company
  has received written requests for inclusion therein within twenty (20)
days after the date that the Company's notice was sent to all other 
    Holders. All registrations requested pursuant to this paragraph 2(a) are
   referred to herein as "Demand Registrations". The Company shall use its
commercially reasonable efforts to prepare and file any Registration
      Statement pursuant to a Demand Registration and have any such Registration
      Statement declared effective as promptly as reasonably practicable, but in
     no event later than (i) 180 days with respect to a Registration Statement
      regarding resales of Registrable Securities on a continuous basis pursuant
  to Rule 415 and (ii) 240 days with respect to a Registration Statement
   regarding an underwritten offering, in each case, after the request for
such Demand Registration was made.                                  

         (ii)  The Company will not be obligated to effect a
    Registration Statement pursuant to a Demand Registration made within one
    hundred and twenty (120) days after the effective date of a Registration
      Statement effected pursuant to a previous Demand Registration. The Company
   will not be obligated to effect more than six (6) Demand Registrations.

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         (iii) If Required Holders of Registrable Securities
    requesting registration under this Section 2(a) intend to distribute the
Registrable Securities covered by their request by means of an      
   underwriting, they shall so advise the Company as part of their request
pursuant to this Section 2(a), and the Company shall include such   
information in the written notice sent to the Holders of Registrable
   Securities pursuant to this Section 2(a). In such event, the right of a
     Holder to registration pursuant to this Section 2(a) shall be conditioned
      upon such Holder's participation in such underwriting and the inclusion of
 such Holder's Registrable Securities in the underwriting and upon the
completion by the Holder of all questionnaires, powers of attorney, 
  indemnities and other documents reasonably required under the terms of
such underwriting arrangements. The Company shall, together with all
Holders of Registrable Securities requesting to distribute their    
      securities through such underwriting, enter into an underwriting agreement
      in customary form with the managing underwriter. If a Holder has requested
      inclusion in such registration as provided above but does not agree to the
      terms of any such underwriting, such Holder's Registrable Securities shall
    be excluded therefrom by written notice from the Company or the managing
     underwriter. The selection of investment bankers(s) and manager(s), which
     investment banker(s) and manager(s) shall be nationally recognized, shall
    be made by the Holders of a majority of the Registrable Securities being
      so registered, subject to approval of the Company, which approval will not
be unreasonably withheld or delayed.                                

                   (iv)  The Company shall not grant to any person any rights to
    request the Company to register any equity securities of the Company, or
   any securities convertible or exchangeable into or exercisable for such
   securities, that are more favorable than the rights granted pursuant to
  this Agreement, without providing the same or equivalent rights to the
Holders.                                                            

             (v)   The Holders of Registrable Securities demanding a
    Demand Registration pursuant to this Section 2(a) may, at any time prior
      to the effective date of any Registration Statement filed pursuant to this
Section 2(a), revoke such request by providing written notice to the
Company. Such request will not count toward the six (6) Demand      
  Registrations permitted under this Section 2(a), provided such Holders
    promptly reimburse the Company for all reasonable out-of-pocket expenses
   related to the preparation of such withdrawn Registration Statement. If
such Holders elect not to reimburse the Company for such reasonable 
   out-of-pocket expenses, then such request will count toward the six (6)
   Demand Registrations permitted under this Section 2(a). Notwithstanding
any other provisions of this paragraph, any underwritten offering   
   commenced but not completed due to a suspension of sales by the Company
pursuant to Section 2(e) will not count toward the six (6) Demand   
Registrations permitted under this Section 2(a).                    

            (vi)  Whenever the Company shall effect a registration
pursuant to this Section 2(a), no securities other than Registrable 
Securities shall be included among the securities covered by such   
registration unless the Holders of not less than 66 2/3% of all     
Registrable Securities to be covered by such registration shall have
     consented in writing to the inclusion of such other securities, except as
otherwise provided in Section 4 of the                              

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Registration Rights Agreement, dated October 29, 1998, between Leon 
Liebman and the Company (the "Liebman Agreement").                  

           (b) PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything in this
Section 2(b) to the contrary, the Holders acknowledge that to the extent Section
3(c) of the Liebman Agreement and Section 2(a)(i) of the Registration Rights    
Agreement between the Company and the Tail Wind investors dated January 25, 2000
(together with the Liebman Agreement, the "Prior Registration Rights            
Agreements") conflict or are otherwise inconsistent with the terms of this      
Section 2(b), the terms of the above-referenced sections of the Prior           
Registration Rights Agreements, with respect to the parties to the Prior        
Registration Rights Agreements, shall control. The Company shall afford each    
Holder of Registrable Securities the opportunity to include such Registrable    
Securities in any registration statement filed for purposes of a public offering
of securities of the Company of the same class as the Registrable Securities or 
which are convertible into or exercisable for such class of securities          
(including, without limitation a public offering made on a continuous basis     
pursuant to Rule 415) (other than registration statements for which the Company 
has contractually agreed not to grant such rights and other than a registration 
on Form S-4 or Form S-8, or any successor or other forms promulgated for similar
purposes). If, in the written opinion of the managing underwriter of any such   
offering in the case of an underwritten offering, the total amount of securities
to be so registered including such Registrable Securities, will exceed the      
maximum amount of the Company's securities which can be marketed without        
adversely affecting the offering, then the Company shall be entitled to reduce  
the number of shares of Registrable Securities to be included in such offering  
to zero. Any such reduction shall be allocated among all such Holders and other 
holders of piggyback registration rights in proportion (as nearly as            
practicable) to the amount of registrable securities owned by each holder at the
time of filing the registration statement. Each Holder desiring to include the  
Registrable Securities held by it in any such registration statement shall      
notify the Company in writing within 15 days after receipt of notice from the   
Company of its intent to file such a registration statement. If a Holder decides
not to include all of the Registrable Securities held by it in any registration 
statement thereafter filed by the Company, such Holder shall nevertheless       
continue to have the right to include any Registrable Securities in any         
subsequent registration statement or registration statements (other than        
registration statements for which the Company has contractually agreed not to   
grant such rights and other than a registration on Form S-4 or Form S-8) as may 
be filed by the Company with respect to offerings of its securities (including, 
without limitation a public offering made on a continuous basis pursuant to Rule
415), all upon the terms and conditions set forth herein. No registration       
effected under this Section 2(b) shall relieve the Company of its obligation to 
effect any Demand Registration under Section 2(a) hereof.                       

          (c) SUPPLEMENTS AND AMENDMENTS. The Company shall use commercially
reasonable efforts to keep any Registration Statement regarding Registrable     
Securities continuously effective by supplementing and amending such            
Registration Statement if so required by the rules, regulations or instructions 
applicable to the registration form used for such Registration Statement, by the
Securities Act, or, if reasonably requested by the Required Holders or by any   
underwriter of such Registrable Securities and in any event for a period not to 
exceed the earlier of (i) 270 days or (ii) the date on which the sale of the    
Registrable Securities covered by such Registration Statement is complete,      
unless such Registration Statement relates to securities offered on a continuous
basis pursuant Rule 415 in which case the Company's                             

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obligations under this paragraph shall continue until the sale of the           
Registrable Securities covered by such Registration Statement is complete. If a 
Registration Statement under Section 2(a) ceases to be available for use by the 
Holders because the Company no longer qualifies to use such form of registration
statement, the Company shall be required to file, as promptly as reasonably     
practicable, a new Registration Statement on an appropriate form and its        
obligations hereunder shall continue to apply in all respects.                  

           (d) SELLING SECURITYHOLDER INFORMATION. Each Holder wishing to sell
Registrable Securities pursuant to a Registration Statement and related         
Prospectus shall furnish to the Company, within twenty (20) days after notice   
from the Company thereof, such information regarding itself and the distribution
of its Registrable Securities as is required by the rules and regulations of the
Securities Act to be disclosed by the Holder in the Registration Statement (the 
"Requisite Information"). The Company shall not be required to include in the   
Registration Statement and related Prospectus the Registrable Securities of any 
Holder that does not provide the Company with the Requisite Information in      
accordance with this Section 2(d). Each Holder requesting registration hereunder
shall promptly notify the Company of any material changes to the Requisite      
Information provided to the Company by such Holder, and the Company shall use   
commercially reasonable efforts to file, as soon as practicable after the       
receipt of any changes in the Requisite Information with respect to such Holder 
(including, without limitation, any changes in the plan of distribution), a     
Prospectus supplement pursuant to Rule 424 or otherwise amend or supplement such
Registration Statement to include in the Prospectus the Requisite Information as
to such Holder (and the Registrable Securities held by such Holder), and the    
Company shall provide such Holder a copy of such Prospectus as so amended or    
supplemented containing the Requisite Information in order to permit such Holder
to comply with the Prospectus delivery requirements of the Securities Act in a  
timely manner with respect to any proposed disposition of such Holder's         
Registrable Securities and to file the same with the SEC. Notwithstanding the   
foregoing, following the effective date of any Registration Statement, the      
Company shall not be required to file more than one such supplement or          
post-effective amendment to reflect changes in the amount of Common Stock       
constituting Registrable Securities held by any particular Holder at the request
of such Holder in any 30-day period. The Company may take reasonable steps to   
aggregate the addition of Registrable Securities of more than one Holder for    
purposes of filing amendments to any Registration Statement or supplements to   
the Prospectus so as to reduce the need for multiple amendments or supplements; 
provided that the Company shall not use this sentence to delay the filing of any
amendment or supplement beyond any such 30-day period.                          

     (e) MATERIAL EVENTS; SUSPENSION OF SALES. Notwithstanding the
provisions contained in this Section 2, with respect to any Registration        
Statement, the Company may (for a period not to exceed 60 consecutive days, and 
not in any event to exceed 90 days in the aggregate during any 12 month period) 
suspend use of such Registration Statement at any time if (and for so long as)  
the continued use thereof would require the Company to disclose a material      
financing, acquisition, other transaction or other material non-public          
information, which disclosure the Board of Directors of the Company shall have  
determined in good faith is not in the best interests of the Company and the    
Company's stockholders. The Company shall notify each registered Holder, the    
Transfer Agent and the managing underwriters, if any, that the use of the       
Prospectus is to be suspended until the Company shall deliver a written notice  
that the use of the Prospectus may be resumed. During such suspension, the use  
of the Prospectus shall                                                         

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be suspended, and the Company shall not be required to maintain the             
effectiveness of, or amend or update the Registration Statement, or amend or    
supplement the Prospectus.                                                      

       (f) ADDITIONAL AGREEMENTS OF HOLDERS. Each Holder agrees not to
dispose of Registrable Securities pursuant to any Registration Statement without
complying with the prospectus delivery requirements under the Securities Act and
the provisions of paragraph (e) above regarding use of the Prospectus. Each     
Holder further agrees that it will comply fully with applicable federal and     
state securities laws in connection with the distribution of any Registrable    
Securities pursuant to the Registration Statement.                              

            SECTION 3. REGISTRATION PROCEDURES. In connection with the Company's
registration obligations hereunder, and subject to and in accordance with the   
provisions of Section 2 hereof, the Company shall effect such registrations on  
the appropriate form selected by the Company to permit the resale of Registrable
Securities in accordance with the Holder's intended method or methods of        
disposition thereof, and pursuant thereto the Company shall as expeditiously as 
reasonably possible:                                                            

         (a) Furnish to the Holders and the managing underwriters, if any,
copies of all such documents proposed to be filed (excluding, unless requested, 
those documents incorporated or deemed to be incorporated by reference and then 
only to the Holder who so requested) and use its commercially reasonable efforts
to reflect in each such document, when so filed with the SEC, such comments     
regarding a Holder as have been reasonably proposed and delivered by such Holder
to the Company in a timely manner. The Company shall not file any Registration  
Statement or related Prospectus or any amendments or supplements thereto        
(excluding any document that would be incorporated or deemed incorporated by    
reference) to which the representative of the Required Holders or the managing  
underwriters, if any, shall reasonably object in writing (by hand delivery,     
courier guaranteeing overnight delivery or telecopy) within five Business Days  
after the receipt of such documents. Notwithstanding the foregoing, the Company 
shall not be required to furnish to the Holders or the managing underwriters, if
any, any amendments or supplements to the Registration Statement or Prospectus  
filed solely to reflect changes to the amount of Common Stock constituting      
Registrable Securities held by any particular Holder or immaterial revisions to 
the information contained therein.                                              

    (b) Prepare and file with the SEC such amendments, including
post-effective amendments, to the Registration Statement as may be necessary to 
keep such Registration Statement effective for the applicable time period set   
forth in Section 2(c) hereof; cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant 
to Rule 424 (or any similar provisions then in force) under the Securities Act; 
and comply with the provisions of the Securities Act with respect to the        
disposition of all securities covered by such Registration Statement and        
Prospectus during such period in accordance with the intended method or methods 
of disposition by the Holder set forth in such Registration Statement as so     
amended or in such Prospectus as so supplemented including, without limitation, 
the filing of any Prospectus supplement pursuant to Rule 424 in order to add or 
change any selling security holder information (including any such supplements  
or amendments pursuant to Section 2(d) hereof, provided such Holder to which    
such change applies complies with the Requisite Information requirements of     
Section 2(d) hereof in a timely manner).                                        

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     (c) Notify the Holders and the managing underwriters, if any,
promptly and, if requested by any such person, confirm such notice in writing:  

                   (i)     (A) when a Prospectus or any Prospectus supplement or
    post-effective amendment is filed and (B) with respect to a Registration
Statement or any post-effective amendment, when the same has become 
effective;                                                          

                 (ii)    regarding any Registration Statement filed pursuant
     to Section 2(a) hereof, of any written comments from the SEC with respect
     to any filing and of any request by the SEC or any other Federal or state
     governmental authority for amendments or supplements to such Registration
 Statement or related Prospectus or for additional information related
thereto;                                                            

              (iii)   of the issuance by the SEC, any state securities
     commission, any other governmental agency or any court of any stop order,
   order or injunction suspending or enjoining the use or effectiveness of
    the Registration Statement or the initiation of any proceedings for that
purpose;                                                            

               (iv)    of the receipt by the Company of any notification
with respect to the suspension of qualification or exemption from   
qualification of any of the Registrable Securities for sale in any  
     jurisdiction, or the initiation or threatening of any proceeding for such
purpose;                                                            

                  (v)     of the existence of any fact or the happening of any
     event that makes any statement of material fact made in such Registration
   Statement or related Prospectus untrue in any material respect, or that
requires the making of any changes in such Registration Statement or
      Prospectus so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
      statements therein not misleading and that, in the case of the Prospectus,
    such Prospectus will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or 
   necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and                     

             (vi)    of the determination by the Company that a post
    effective amendment to the Registration Statement will be filed with the
SEC.                                                                

           (d) Use commercially reasonable efforts to obtain the withdrawal of
any stop order or order enjoining or suspending the use or effectiveness of a   
Registration Statement or the lifting of any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in  
any jurisdiction, at the earliest practicable moment.                           

        (e) If reasonably requested by the Required Holders, or managing
underwriters, if any, (i) to promptly include in a Prospectus supplement or     
post-effective amendment such information as the Required Holders (only         
regarding the Required Holders) or managing underwriters, if any, may reasonably
request to be included therein; and (ii) make all required filings of such      
Prospectus supplement or such post effective amendment as soon as               

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reasonably practicable after the Company has received notification of such      
matters to be included in such Prospectus supplement or post effective          
amendment.                                                                      

     (f) Furnish to each Holder who so requests, and each managing
underwriter, if any, without charge, at least one copy of the Registration      
Statement and each amendment thereto (but excluding schedules, all documents    
incorporated or deemed to be incorporated therein by reference and all exhibits,
unless requested in writing by such Holder or any managing underwriter and then 
only to the person who so requested).                                           

        (g) Deliver to each Holder and the underwriters, if any, without
charge, as many copies of the Prospectus or Prospectuses (including each form of
Prospectus) and each amendment or supplement thereto as such persons may        
reasonably request; and, unless the Company shall have given notice to such     
Holder or underwriter pursuant to Section 2(e), the Company hereby consents to  
the use of such Prospectus, and each amendment or supplement thereto, by each of
the selling Holders of Registrable Securities and the underwriters, if any, in  
connection with the offering and sale of the Registrable Securities covered by  
such Prospectus and any amendment or supplement thereto.                        

           (h) Prior to any public offering of Registrable Securities, use all
reasonable efforts to register or qualify, or cooperate with the Holders of     
Registrable Securities to be sold or tendered or the underwriters, if any, and  
their respective counsel in connection with the registration or qualification   
(or exemption from such registration or qualification) of such Registrable      
Securities for offer and sale under the securities or Blue Sky laws of such     
jurisdictions within the United States as any Holder or underwriter reasonably  
requests in writing, keep each such registration or qualification (or exemption 
therefrom) effective during the period the Registration Statement is required to
be kept effective and do any and all other acts or things legally necessary to  
enable the disposition in such jurisdictions of the Registrable Securities      
covered by the Registration Statement; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified, take any action that would subject it to general      
service of process in any such jurisdiction where it is not then so subject or  
subject the Company to any tax in any such jurisdiction where it is not then so 
subject.                                                                        

  (i) In connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable      
Securities, cooperate with the Holders and the managing underwriters, if any, to
(i) facilitate the timely preparation and delivery of certificates representing 
Registrable Securities to be sold, which certificates shall not bear any        
restrictive legends, unless required by applicable securities laws and (ii)     
enable such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters, if any, or Holders may reasonably      
request at least two Business Days prior to any sale of Registrable Securities. 

            (j) Upon the occurrence of any event contemplated by Section 3(c)(v)
hereof, as promptly as reasonably practicable (subject to any suspension of     
sales pursuant to Section 2(e) hereof), prepare a supplement or amendment,      
including, if appropriate, a post-effective amendment, to the Registration      
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other           

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required document so that, as thereafter delivered, such Prospectus will not    
contain an untrue statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements therein, in   
light of the circumstances under which they were made, not misleading (except,  
upon occurrence of an event contemplated by Section 3(c)(v) hereof, to the      
extent that the Company determines in good faith that the disclosure of such    
event at such time would not be in the best interests of the Company and the    
Company's stockholders provided that any such delay in disclosure pursuant to   
this Section 3(j) shall be considered a suspension of the Registration Statement
subject to the limitation in Section 2(e)).                                     

  (k) Enter into such agreements (including any underwriting
agreements in form, scope and substance as may be reasonably requested and as   
are customary in underwritten offerings, which may include indemnification and  
contribution provisions in favor of underwriters and other persons in addition  
to, or in substitution for, the provisions of Section 5 hereof) and take all    
such other appropriate and commercially reasonable actions in connection        
therewith (including those reasonably requested by the managing underwriters, if
any, or the Holders of a majority in interest of the Registrable Securities     
being sold) in order to expedite or facilitate the sale of such Registrable     
Securities. In connection with any underwritten offering, the Company will:     

            (i)    make such representations and warranties to the
     Holders of such Registrable Securities and the underwriters, with respect
to the business of the Company and its subsidiaries (including with 
respect to businesses or assets acquired or to be acquired by any of
    them), and the Registration Statement, Prospectus and documents, if any,
   incorporated or deemed to be incorporated by reference therein, in each
    case, in form, substance and scope as are customarily made by issuers to
   underwriters in underwritten offerings of the resale of securities, and
confirm the same if and when requested;                             

               (ii)   obtain, as may reasonably be required, opinions of
   counsel to the Company (which may include in-house counsel) and updates
    thereof (which counsel and opinions (in form, scope and substance) shall
      be reasonably satisfactory to the managing underwriters, if any, addressed
to each selling Holder of Registrable Securities and each of the    
underwriters, covering the matters customarily covered in opinions  
     requested in underwritten offerings (including any such matters as may be
    reasonably requested by such underwriters)) of the resale of securities;

                   (iii)  obtain, as may reasonably be required, customary "cold
      comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent
   certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and 
   financial data are, or are required to be, included in the Registration
    Statement), addressed (where reasonably possible) to each selling Holder
      of Registrable Securities and each of the underwriters, such letters to be
     in customary form and covering matters of the type customarily covered in
   "cold comfort" letters in connection with underwritten offerings of the
resale of securities; and                                           

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                  (iv)   deliver such documents and certificates customary for
transactions involving the resale of securities as may be reasonably
 requested by the Holders of a majority in interest of the Registrable
 Securities being sold and the underwriters, to evidence the continued
      validity of the representations and warranties made pursuant to clause (i)
of this Section 3(k) and to evidence compliance with any customary  
  conditions contained in the underwriting agreement or other agreements
entered into by the Company.                                        

            (l) Make available for inspection by a representative of the Holders
of Registrable Securities being sold, any underwriter participating in any such 
disposition of Registrable Securities, if any, and any attorney, consultant or  
accountant retained by such selling Holders or underwriter, at the offices where
normally kept, during reasonable business hours, upon reasonable notice, all    
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries (other than records and documents that the Company 
and its subsidiaries agreed contractually not to disclose and the disclosure of 
which would violate such contractual arrangement) as they may reasonably        
request, and cause the officers, directors, agents and employees of the Company 
and its subsidiaries to supply all information (other than information that the 
Company and its subsidiaries agreed contractually not to disclose and the       
disclosure of which would violate such contractual arrangement) in each case    
reasonably requested by any such representative, underwriter, attorney,         
consultant or accountant in connection with such Registration Statement and as  
shall be reasonably necessary to enable such persons to conduct a reasonable    
investigation within the meaning of Section 11 of the Securities Act; provided, 
however, that the foregoing inspection and information gathering shall be       
coordinated on behalf of the Holders and the other parties thereto by one       
counsel designated by and on behalf of such Holders and other parties and       
provided further, that such persons shall first agree in writing with the       
Company that any information that is reasonably and in good faith designated by 
the Company as confidential at the time of delivery or inspection (as the case  
may be) of such information shall be kept confidential by such persons, unless  
(i) disclosure of such information is required by court or administrative order 
or is necessary to respond to inquiries of regulatory authorities; (ii)         
disclosure of such information is required by law; (iii) such information       
becomes generally available to the public other than as a result of a disclosure
or failure to safeguard by any such person; or (iv) such information becomes    
available to any such person from a source other than the Company and such      
source is not known to be bound by a confidentiality agreement.                 

       (m) Use its best efforts to (i) list all shares of Common Stock
covered by any Registration Statements on any securities exchange on which the  
Common Stock is then listed; or (ii) authorize for quotation on the National    
Market of the National Association of Securities Dealers Automated Quotation    
System ("Nasdaq") all Common Stock covered by all such Registration Statements  
if the Common Stock is then so authorized for quotation.                        

        (n) Use its commercially reasonable efforts to cause Registrable
Securities covered by a Registration Statement to be registered with or approved
by such governmental agencies or authorities as may be necessary to enable the  
seller or sellers thereof to consummate the disposition of such Registrable     
Securities; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where                              

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it is not then so qualified, take any action that would subject it to general   
service of process in any such jurisdiction where it is not then so subject or  
subject the Company to any tax in any such jurisdiction where it is not then so 
subject.                                                                        

         (o) Make all reasonable efforts to provide such information as is
required for any filings required to be made with the National Association of   
Securities Dealers, Inc. ("NASD").                                              

           SECTION 4. REGISTRATION EXPENSES. All fees and expenses incident to
the performance of or compliance with this Agreement by the Company shall be    
borne by it whether or not any Registration Statement is filed or becomes       
effective. The fees and expenses referred to in the foregoing sentence shall    
include:                                                                        

            (a) all registration, filing, securities exchange (including Nasdaq)
listing, rating agency and stock exchange (including Nasdaq) fees and expenses; 

      (b) printing expenses (including, without limitation, printing
Prospectuses if the printing of Prospectuses is required by the managing        
underwriters, if any, or by the Holders of a majority in interest of the        
Registrable Securities);                                                        

(c) messenger, copying, telephone and delivery expenses;

         (d) reasonable fees and disbursements of counsel for the Company;

      (e) fees and disbursements of all independent certified public
accountants referred to in Section 3(k)(iii) including, without limitation, the 
expenses of any special audits or "cold comfort" letters required by Section    
3(k)(iii);                                                                      

           (f) fees and expenses of all other persons retained by the Company;

      (g) all registration, filing, qualification and other fees and
expenses of complying with securities or blue sky laws of all jurisdictions in  
which the Registrable Securities are to be registered in accordance with Section
3(h) hereof, and any legal fees and expenses incurred in connection with the    
blue sky qualifications of the Registrable Securities and the determination of  
their eligibility for investment under the laws of all such jurisdictions; and  

            (h) the reasonable fees and disbursements incurred by the Holders of
the Registrable Securities being registered (provided, however, that with       
respect to the attorneys' fees and disbursements, the Company shall only be     
required to pay the reasonable fees and disbursements for one counsel or firm of
counsel selected by the Holders of a majority in interest of the Registrable    
Securities being registered). Notwithstanding anything in this Agreement to the 
contrary, the Holders shall be responsible for all expenses customarily borne by
selling securityholders (including underwriting discounts, commissions and fees 
and expenses of counsel to the selling Holders to the extent not required to be 
paid by the Company pursuant to this clause (h)).                               

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SECTION 5. INDEMNIFICATION.                             

          (a) The Company agrees to indemnify and hold harmless (but without
duplication) each Holder of Registrable Securities, such Holder's affiliates,   
and their respective officers, directors, employees, representatives and agents,
and each person, if any, who controls any Holder of Registrable Securities      
within the meaning of either Section 15 of the Securities Act or Section 20 of  
the Exchange Act, against any and all loss, liability, claim or damage arising  
out of any untrue statement or alleged untrue statement of a material fact      
contained in the Registration Statement or the Prospectus (or any amendment or  
supplement thereto), or the omission or alleged omission to state therein any   
material fact required to be stated therein or necessary to make the statements 
therein, in the light of the circumstances under which they were made, not      
misleading; provided, however, that this indemnity provision shall not apply to 
any loss, liability, claim or damage arising out of any untrue statement or     
omission or alleged untrue statement or omission made in reliance upon and in   
conformity with written information furnished to the Company by or on behalf of 
such Holder of Registrable Securities or any person, if any, who controls any   
such Holder of Registrable Securities expressly for use in the Registration     
Statement (or any amendment thereto), or any preliminary prospectus or the      
Prospectus (or any amendment or supplement thereto); provided, further, that    
this indemnity agreement shall not apply to any loss, liability, claim or damage
(i) arising from an offer or sale of Registrable Securities occurring during any
suspension of sales pursuant to Section 2(e) (provided that the Company has     
given to the Holder notice of such suspension prior to such offer or sale), or  
(ii) if the Holder fails to deliver at or prior to the written confirmation of  
sale, the most recent Prospectus, as amended or supplemented, and such          
Prospectus, as amended or supplemented, would have corrected such untrue        
statement or omission or alleged untrue statement or omission of a material fact
(provided that the Company has delivered to such Holder, or otherwise given     
notice to such Holder of the existence of, such most recent Prospectus, as      
supplemented or amended). Any amounts advanced by the Company to an indemnified 
party pursuant to this Agreement shall be returned to the Company if it shall be
finally determined in a judgment by a court of competent jurisdiction not       
subject to appeal, that such indemnified party was not entitled to              
indemnification.                                                                

            (b) In connection with the preparation of the Registration Statement
in which a Holder of Registrable Securities is participating in furnishing      
information relating to such Holder of Registrable Securities to the Company for
use in such Registration Statement, any preliminary prospectus, the Prospectus  
or any amendments or supplements thereto, each such Holder agrees, severally and
not jointly, to indemnify and hold harmless any other Holders of Registrable    
Securities, the Company, its affiliates and their respective officers,          
directors, employees, representatives and agents, and each person, if any, who  
controls such other Holders or the Company within the meaning of either such    
Section, against any and all loss, liability, claim or damage described in the  
indemnity contained in subsection (a) of this Section, as incurred, but only    
with respect to untrue statements or omissions, or alleged untrue statements or 
omissions, made in the Registration Statement (or any amendment thereto), or any
preliminary prospectus or the Prospectus (or any amendment or supplement        
thereto) in reliance upon and in conformity with written information furnished  
to the Company by or on behalf of such Holder of Registrable Securities or any  
person, if any, who controls any such Holder of Registrable Securities expressly
for use in the Registration Statement (or any amendment thereto) or such        
preliminary prospectus or the Prospectus (or any amendment or supplement        
thereto).                                                                       

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   (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced       
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from  
any liability hereunder to the extent it is not prejudiced as a result thereof  
and in any event shall not relieve it from any liability which it may have      
otherwise than on account of this indemnity agreement. The indemnifying party,  
upon request of the indemnified party, shall retain counsel reasonably          
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay the
reasonable fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its   
own counsel, but the fees and expenses of such counsel shall be at the expense  
of such indemnified party unless (i) the indemnifying party and the indemnified 
party shall have mutually agreed to the retention of such counsel or (ii) the   
named parties to any such proceeding (including any impleaded parties) include  
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential   
differing interests between them. It is understood that the indemnifying party  
shall not, in respect of the legal expenses of any indemnified party in         
connection with any proceeding or related proceedings in the same jurisdiction, 
be liable for (a) the fees and expenses of more than one separate firm (in      
addition to any local counsel), for the Holders of Registrable Securities, and  
all persons, if any, who control the Holders of Registrable Securities within   
the meaning of either Section 15 of the Securities Act or Section 20 of the     
Exchange Act, collectively (unless representation of all Holders and such       
parties by the same counsel would be inappropriate due to actual or potential   
differing interests between or among them), and (b) the fees and expenses of    
more than one separate firm (in addition to any local counsel), for the Company 
and each person, if any, who controls the Company within the meaning of either  
such Section, and that all fees and expenses payable under (a) and (b) above    
shall be reimbursed as they are incurred. In the case of any such separate firm 
for the Holders of Registrable Securities, and control persons of the Holders of
Registrable Securities, such firm shall be designated by the Holders of a       
majority in interest of the Registrable Securities and shall be reasonably      
acceptable to the Company. In the case of any such separate firm for the Company
and control persons of the Company, such firm shall be reasonably acceptable to 
the Holders of a majority in interest of the Registrable Securities. The        
indemnifying party shall not be liable for any settlement of any proceeding     
effected without its written consent (which consent shall not be unreasonably   
withheld or delayed), but if settled with such consent or if there be a final   
non-appealable judgment for the plaintiff, the indemnifying party agrees to     
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without the prior  
written consent of the indemnified parties (which consent shall not be          
unreasonably withheld or delayed), settle or compromise or consent to the entry 
of any judgment with respect to any litigation, or any investigation or         
proceeding by any governmental agency or body, commenced or threatened, or any  
claim whatsoever in respect of which indemnification or contribution could be   
sought under this Section 5 (whether or not the indemnified parties are actual  
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability  
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party. No indemnified party shall,    
without the prior written consent of the indemnifying party, settle or          
compromise or                                                                   

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consent to the entry of any judgment with respect to any litigation, or any     
investigation or proceeding by any governmental agency or body, commenced or    
threatened, or any claim whatsoever in respect of which indemnification or      
contribution could be sought under this Section 5 (whether or not the           
indemnified parties are actual or potential parties thereto).                   

            (d) If the indemnification to which an indemnified party is entitled
under this Section 5 is for any reason unavailable to or insufficient although  
applicable in accordance with its terms to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to     
therein, then each indemnifying party shall contribute to the aggregate amount  
of such losses, liabilities, claims, damages and expenses incurred by such      
indemnified party, as incurred, in such proportion as is appropriate to reflect 
the relative fault of the indemnifying party or parties on the one hand and of  
the indemnified party on the other hand in connection with the statements or    
omissions which resulted in such losses, liabilities, claims, damages or        
expenses, as well as any other relevant equitable considerations.               

            The relative fault of the Company on the one hand and the Holders of
the Registrable Securities on the other hand shall be determined by reference   
to, among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates  
to information supplied by the Company or by the Holder of the Registrable      
Securities and the parties' relative intent, knowledge, access to information   
and opportunity to correct or prevent such statement or omission.               

           The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata          
allocation or by any other method of allocation which does not take account of  
the equitable considerations referred to above in this Section 5(d). The        
aggregate amount of losses, liabilities, claims, damages, and expenses incurred 
by an indemnified party and referred to above in this Section 5(d) shall be     
deemed to include any out-of-pocket legal or other expenses reasonably incurred 
by such indemnified party in investigating, preparing or defending against any  
litigation, or any investigation or proceeding by any governmental agency or    
body, commenced or threatened, or any claim whatsoever based upon any such      
untrue or alleged untrue statement or omission or alleged omission.             

            Notwithstanding the provisions of this Section 5, no Holder shall be
required to indemnify or contribute any amount in excess of the amount by which 
the total price at which Registrable Securities were sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission to alleged        
omission.                                                                       

            No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from  
any person who was not guilty of such fraudulent misrepresentation.             

           The remedies provided in this Section 5 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any        
indemnified party at law or in equity.                                          

            For purposes of this Section 5(d), each person, if any, who controls
any Holder of Registrable Securities within the meaning of Section 15 of the    
Securities Act or Section 20 of the                                             

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Exchange Act shall have the same rights to contribution as such Holder, and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to  
contribution as the Company. No party shall be liable for contribution with     
respect to any action, suit, proceeding or claim settled, compromised, or with  
respect to which the party requesting contribution consented to the entry of a  
judgment, without such party's written consent, which consent shall not be      
unreasonably withheld or delayed.                                               

        (e) The agreements contained in this Section 5 shall survive the
transfer or sale of the Registrable Securities and shall remain in full force   
and effect, regardless of any termination or cancellation of this Agreement or  
any investigation made by or on behalf of any indemnified party.                

SECTION 6. INFORMATION REQUIREMENTS.                    

         (a) The Company agrees that, if at any time until the Registrable
Securities cease to be Registrable Securities the Company is not subject to the 
reporting requirements of the Exchange Act, it will cooperate with any Holder of
Registrable Securities and use reasonable efforts to take such further          
reasonable action as any Holder of Registrable Securities may reasonably request
in writing to enable such Holder to sell Registrable Securities without         
registration under the Securities Act within the limitation of the exemptions   
provided by Rule 144, if available, under the Securities Act (or any similar    
rule or regulation hereafter adopted by the SEC) and customarily taken in       
connection with sales pursuant to such exemptions, including, without           
limitation, making available adequate current public information within the     
meaning of paragraph (c)(2) of Rule 144 and delivering, upon request.           
Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to     
require the Company to register any of its securities under any section of the  
Exchange Act.                                                                   

           (b) The Company shall file reports required to be filed by it under
the Exchange Act and any securities exchange (including Nasdaq) on which the    
Common Stock is listed.                                                         

       SECTION 7. UNDERWRITTEN REGISTRATION. Notwithstanding any other
provision of this Agreement, but subject to the provisions of Section 2(b)      
hereof, if the underwriter determines in good faith that marketing factors      
require a limitation of the number of Registrable Shares to be underwritten, the
number of Registrable Shares that may be included in the underwriting shall be  
allocated on a pro rata basis.                                                  

SECTION 8. MISCELLANEOUS.                               

      (a) OTHER REGISTRATION RIGHTS. Subject in all cases to Section
2(a)(vi) hereof, the Company may in the future grant registration rights that   
would permit any person that is a third party the right to piggy-back on a      
Registration Statement; provided, however, that if the managing underwriter, if 
any, of such offering notifies the Holders that the total amount of Registrable 
Securities which they and the holders of such piggy-back rights intend to       
include in the Registration Statement is so large as to materially adversely    
affect the success of such offering (including the price at which such          
securities can be sold), then the                                               

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amount, the number or kind of securities offered for the account of holders of  
such piggy-back rights will be reduced to the extent necessary to reduce the    
total amount of securities to be included in such offering to the amount, number
or kind recommended by the managing underwriter before the amount of Registrable
Securities to be included is reduced.                                           

       (b) NO INCONSISTENT AGREEMENTS. The Company has not entered and
shall not enter into any agreement that is inconsistent with the rights granted 
to the Holders in this Agreement or otherwise conflicts with the provisions     
hereof. The rights granted to the Holders hereunder do not in any way conflict  
with and are not inconsistent with the rights granted to the holders of the     
Company's other issued and outstanding securities under any such agreements.    

       (c) NO ADVERSE ACTION AFFECTING THE REGISTRABLE SECURITIES. The
Company will not take any action with respect to the Registrable Securities with
an intent to adversely affect the ability of any of the Holders to include such 
Registrable Securities in a registration undertaken pursuant to this Agreement. 

     (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or      
supplemented, and waivers or consents to departures from the provisions hereof, 
may not be given, without the written consent of the Company and the Required   
Holders. Notwithstanding the foregoing, a waiver or consent to depart from the  
provisions hereof with respect to a matter that relates exclusively to the      
rights of Holders whose Registrable Securities are being sold pursuant to the   
Registration Statement and that does not, directly or indirectly, affect the    
rights of other Holders may be given by Holders of a majority in interest of the
Registrable Securities being sold by such Holders pursuant to such Registration 
Statement, provided, however, that the provisions of this sentence may not be   
amended, modified, or supplemented except in accordance with the provisions of  
the immediately preceding sentence. Each Holder of Registrable Securities       
outstanding at the time of any such amendment, modification, supplement, waiver 
or consent or thereafter shall be bound by any such amendment, modification,    
supplement, waiver or consent effected pursuant to this Section 8(d), whether or
not any notice, writing or marking indicating such amendment, modification,     
supplement, waiver or consent appears on the Registrable Securities or is       
delivered to such Holder.                                                       

      (e) NOTICES. All notices and other communications provided for
herein or permitted hereunder shall be made in writing by hand-delivery, courier
guaranteeing overnight delivery, certified first-class mail, return receipt     
requested, or telecopy and shall be deemed given (i) when made, if made by hand 
delivery, (ii) upon confirmation, if made by telecopier, (iii) one Business Day 
after being deposited with such courier, if made by overnight courier or (iv) on
the date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:                                                             

                (i)    if to a Holder, to the address of such Holder as it
appears in Schedule II, or, if not so specified, in the Common Stock
register of the Company, as applicable. Failure to mail a notice or 
   communication to a Holder or any defect in such notice or communication
shall not affect its sufficiency with respect to other Holders.     

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(ii) if to Company to:                    

Greg Manning Auctions, Inc.     
775 Passaic Avenue              
West Caldwell, New Jersey       
U.S.A.                          
Attn: President                 
Fax:  973-882-2981              

                   with a copy to (which shall not constitute notice):

   Kramer Levin Naftalis & Frankel LLP
919 Third Avenue                
New York, New York 10022        
Attn: Scott S. Rosenblum        
Fax:  (212) 715-8000            

     (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of  
the parties and shall inure to the benefit of each existing and future Holder.  
The Company may not assign its rights or obligations hereunder without the prior
written consent of the Holders of a majority in interest of the Registrable     
Securities, other than by operation of law pursuant to a merger or consolidation
to which the Company is a party.                                                

         (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts by the parties hereto, each of which when so executed shall be     
deemed to be an original and all of which taken together shall constitute one   
and the same instrument.                                                        

            (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS   
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF 
CONFLICTS OF LAW.                                                               

            (i) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,      
illegal, void or unenforceable, the remainder of the terms, provisions,         
covenants and restrictions set forth herein shall remain in full force and      
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to  
achieve the same or substantially the same result as that contemplated by such  
term, provision, covenant or restriction, it being intended that all of the     
rights and privileges of the parties shall be enforceable to the fullest extent 
permitted by law.                                                               

           (j) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All  
references made in this Agreement to "Section" and "paragraph" refer to such    
Section or paragraph of this Agreement, unless expressly stated otherwise.      

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            (k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and        
exclusive statement of the agreement and understanding of the parties hereto in 
respect of the subject matter contained herein and the registration rights      
granted by the Company with respect to the Registrable Securities. There are no 
restrictions, promises, warranties or undertakings, other than those set forth  
or referred to herein, with respect to the registration rights granted by the   
Company with respect to the Registrable Securities. This Agreement supersedes   
all prior agreements and undertakings among the parties solely with respect to  
such registration rights.                                                       

          (l) TERMINATION. This Agreement and the obligations of the parties
hereunder shall terminate when all of the Registered Securities cease to be     
Registrable Securities, except for any liabilities or obligations under Sections
4 or 5 hereof.                                                                  

       (m) SPECIFIC PERFORMANCE. The parties agree that, to the extent
permitted by law, (i) the obligations imposed on them in this Agreement are     
special, unique and of an extraordinary character, and that in the event of a   
breach by any such party, damages would not be an adequate remedy; and (ii) each
of the other parties shall be entitled to specific performance and injunctive   
and other equitable relief in addition to any other remedy to which it may be   
entitled at law or in equity.                                                   

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.               

                   AUCTENTIA, S.L.

       By:
                                               -------------------------------
         Name:
                                               -------------------------------
          Title:
                                               -------------------------------

                               GREG MANNING AUCTIONS, INC.

       By:
                                               -------------------------------
         Name:
                                               -------------------------------
          Title:
                                                ------------------------------

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SCHEDULE I

Schedule of Registrable Securities

1.    18,435,886 (eighteen million four hundred thirty five thousand eight      
hundred eighty six ) shares of Common Stock of Greg Manning Auctions, Inc.(1).  

2.    126,833 (one hundred twenty six thousand eight hundred thirty three)      
shares of Common Stock of Greg Manning Auctions Inc. underlying warrant.        

-------------------------                                                       
1    Pursuant to Section 6.7 of the Share Purchase Agreement dated January 23,  
     2003 between Auctentia S.L. and Greg Manning Auctions, Inc., Auctentia S.L.
   shall not transfer, sell, assign, pledge or otherwise dispose of or grant
     any option to purchase the Purchaser Shares (3,729,226 (three million seven
    hundred twenty nine thousand two hundred twenty six)), as defined therein,
until the end of the Survival Period, as defined therein.             

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 SCHEDULE II

Schedule of Holder

Auctentia, S.L.                                                                 

Joaquin Maria Lopez                                                             
8 bis 28015                                                                     
Madrid                                                                          
Spain                                                                           
Attn: Esteban Perez                                                             
Fax:  91-535-76-81                                                              

with a copy to (which shall not constitute notice):                             

Cuatrecasas LLP                                                                 
110 E. 55th Street                                                              
New York, New York  10022                                                       
Attn: Javier Villasante                                                         
Fax:  212-758-1028                                                              

with a copy to (which shall not constitute notice):                             

Curtis, Mallet-Prevost, Colt & Mosle LLP                                        
101 Park Avenue                                                                 
New York, New York  10178                                                       
Attn: Jeffrey N. Ostrager                                                       
Fax:  212-697-1559                                                              

with a copy to (which shall not constitute notice):                             

Afinsa Bienes Tangibles, S.A.                                                   
Lagasca 88, 28001                                                               
Madrid                                                                          
Spain                                                                           
Attn: Juan Antonio Cano                                                         
Fax:  34-91-576-1105                                                            

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Appendix F

Wharton Valuation Associates Fairness Opinion 

F-1 

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                                                                       Exhibit F

WHARTON VALUATION ASSOCIATES, INC.
 P.O. Box 2042
Livingston, New Jersey 07039
Telephone (973) 992-4979
Facsimile (973) 992-1128

                             January 2, 2003

Board of Directors                                                              
Greg Manning Auctions, Inc.                                                     
775 Passaic Avenue                                                              
West Caldwell, New Jersey 07006                                                 

Dear Members of the Board:                                                      

You have requested our opinion (hereinafter also referred to as the "Wharton    
Opinion") as to the fairness, from a financial point of view, to the            
stockholders of Greg Manning Auctions, Inc. (hereinafter also referred to as    
"GMAI(1)") of the consideration proposed to be paid by GMAI in connection with  
the proposed purchase of the interests (hereinafter also referred to as the     
"Transaction") in each of the companies (collectively referred to as the        
"Companies") listed on Schedule I, from Auctentia, S.L. (the "Seller").         

It is our understanding that pursuant to a Share Purchase Agreement by and      
between Auctentia, S.L. and Greg Manning Auctions, Inc., (the "Share Purchase   
Agreement") the Seller will receive 3,729,226(2) shares of GMAI common stock    
(the "Purchaser Shares") as consideration for the sale of its interests in the  
Companies.                                                                      

In arriving at our opinion, we have reviewed (i) certain publicly available     
information concerning the business of the GMAI, and concerning those of certain
other companies engaged in businesses comparable to those of the Companies, and 
the reported market prices for the securities of those companies; (ii) current  
and historical market prices of the common stock of GMAI; (iii) certain         
unaudited financial information on the Companies provided to us by the Seller;  
(iv) financial forecasts, including forecasted income statements, forecasted    
balance sheets and forecasted cash flow statements for Corinphila Auktionen AG, 
Auctentia S.L. Auctions Division, H. Kohler Auktionhaus GmbH & Co. KG and H.    
Kohler Berliner briefmarken GmbH, all as prepared by the                        

----------------------                                                          
1    Capitalized terms not otherwise defined have meanings provided in the Share
Purchase Agreements.                                                  
2    The Purchaser Shares will be subject to registration rights. The Seller,   
however, will agree that the Purchaser Shares issued under the Share  
   Purchase Agreement will be held by Auctentia, S.L., to secure the Sellers
     indemnification obligations under the Share Purchase Agreement and will not
 be permitted to be sold or transferred for a minimum period of eighteen
months following the closing date.                                    

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Wharton Valuation Associates, Inc.

Seller; audited financial statements for the Companies(3) for the fiscal year   
ended June 30, 2002 and audited, combined financial statements for the Companies
for the fiscal quarter ended September 30, 2002; (vi) certain other financial   
analyses prepared by the Seller regarding Corinphila Auktionen AG, Auctentia    
S.L. Auctions Division, H. Kohler Auktionhaus GmbH & Co. KG and H. Kohler       
Berliner briefmarken GmbH, for the calendar years 1997 through 2002; and (vii)  
business descriptions of Corinphila Auktionen AG, Auctentia S.L. Auctions       
Division, H. Kohler Auktionhaus GmbH & Co. KG and H. Kohler Berliner briefmarken
GmbH, all as prepared by the Seller.                                            

In addition, we have held discussions with the management of GMAI with respect  
to certain aspects of the Transaction. We have also held conversations with the 
management of the Seller regarding the history, markets and customers served,   
and business operations of Corinphila Auktionen AG, Auctentia S.L. Auctions     
Division, H. Kohler Auktionhaus GmbH & Co. KG and H. Kohler Berliner briefmarken
GmbH. We have also held conversations with the management of the Seller         
regarding the historical and prospective operating results of Corinphila        
Auktionen AG, Auctentia S.L. Auctions Division, H. Kohler Auktionhaus GmbH & Co.
KG and H. Kohler Berliner briefmarken GmbH. We have reviewed certain historical 
financial statement information made available regarding Auctentia Deutschland  
GmbH, H. Kohler Verwaltungs GmbH and H. Kohler Briefmarkenhandel GmbH & Co. KG. 
And we have reviewed such other financial studies and analyses and considered   
such other information, as we deemed appropriate for the purpose of this        
opinion.                                                                        

In rendering our opinion, we have relied upon and assumed, without independent  
verification, the accuracy and completeness of all information that was publicly
available or was furnished to us by GMAI and the Seller, or otherwise reviewed  
by us, and we have not assumed any responsibility or liability therefore. We    
have not conducted any valuations or appraisals of any assets or liabilities,   
nor have any such valuations or appraisals been provided to us. In relying on   
financial analyses and forecasts provided to us, we have assumed that they have 
been reasonably prepared based on assumptions reflecting the best currently     
available estimates and judgments by management as to the expected future       
results of operations and financial condition of the Companies to which such    
analyses and forecast relate.                                                   

Our opinion is necessarily based on economic, market and other conditions as in 
effect on, and the information made available to us as of, the date hereof. It  
should be understood that subsequent developments may affect this opinion and   
that we do not have any obligation to update, revise, or reaffirm this opinion. 

Our opinion is also based on the understanding that GMAI will not assume any    
long-term liabilities, deferred liabilities or contingent liabilities in        
connection with the purchase of the Companies.                                  

-------------------------                                                       

3    Corinphilia Auktionen AG was acquired by Auctentia, S.L. subsequent to June
30, 2002 and therefore was not included in the June 30, 2002 financial
statements.                                                           

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Wharton Valuation Associates, Inc.

Our opinion is further premised on the condition that there is no material      
negative change in the financial condition of the Companies between September   
30, 2002 and the date hereof.                                                   

Wharton Valuation Associates, Inc., will receive a fee from GMAI in connection  
with the preparation of this opinion. Our fee is not contingent upon our        
determination of fairness, from a financial point of view, of the Transaction to
GMAI's stockholders.                                                            

On the basis of and subject to the foregoing, we are of the opinion that, as of 
the date hereof, the consideration to be paid to the Seller pursuant the terms  
of the Share Purchase Agreement is fair, from a financial point of view, to     
GMAI's stockholders (other than Auctentia, S.A., and its affiliates, as to which
we express no opinion).                                                         

This letter is provided to the Board of Directors of GMAI in connection with and
for the purposes of its evaluation of the Transaction. This opinion does not    
constitute a recommendation to any stockholder of GMAI as to how such           
stockholder should vote with respect to the Transaction. This opinion may not be
disclosed, referred to, or communicated (in whole or part) to any third party   
for any purpose whatsoever except with our prior written consent in each        
instance. This opinion may be reproduced in full in any proxy or information    
statement mailed to stockholders of GMAI but may not otherwise be disclosed     
publicly in any matter without our prior written approval and must be treated as
confidential.                                                                   

Very truly yours,                                                               

WHARTON VALUATION ASSOCIATES, INC.                                              

By: ______________________________                                              
Andrew Shaiman, Managing Director                                       
January 2, 2003                                                         

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Wharton Valuation Associates, Inc.

The Wharton Valuation Analysis:                                                 

The summary set forth below does not purport to be a complete description of the
valuation analysis performed by Wharton in the rendering of its fairness        
opinion. It should be noted that in the preparation of a valuation analysis, the
analysis must be considered as a whole and that selecting portions of the       
analysis, without considering all analyses, or selecting part or all of the     
above summary, without considering all factors and analyses, would create an    
incomplete view of the processes underlying the analyses set forth in the       
Wharton valuation analysis.                                                     

In arriving at its opinion, among other things, Wharton:                        

o    Reviewed the January 2, 2003, draft of the Share Purchase Agreement by and 
between Auctentia, S.L. and Greg Manning Auctions, Inc;               

o    Performed business and financial due diligence with the senior management  
 of each of GMAI and the Seller, concerning topics such as the financial
    condition, historical operating performance, current operating performance
and the prospects of Corinphila Auktionen AG, Auctentia S.L. Auctions 
Division, H. Kohler Auktionhaus GmbH & Co. KG and H. Kohler Berliner  
briefmarken GmbH (hereinafter referred to collectively as the "Primary
Companies");                                                          

o    Reviewed certain business and financial information relating to the Primary
    Companies deemed to be relevant, including historical financial results on
the Primary Companies for the five years(4) ending December 31, 2001; 

o    Reviewed the audited combination financial statements of the Companies(5)  
for the fiscal year ended June 30, 2002;                              

o    Reviewed the audited combination financial statements of the Companies(6)  
for the three months ended September 30, 2002;                        

o    Reviewed the financial forecasts for the Primary Companies furnished by the
Seller;                                                               

o    Compared certain financial data of the Primary Companies with certain      
   financial and securities data of companies deemed similar to the Company;

o    Performed discounted cash flow analyses on the financial forecasts prepared
by the Seller and supplemented by Wharton;                            

o    Reviewed the historical prices and trading activity for GMAI's common      
stock;                                                                

o    Reviewed premiums paid relative to recent public market pre-announcement   
    trading prices on transactions involving the sale of minority interests in
   publicly-traded companies, whereby the purchaser acquired voting control;

o    Reviewed such other financial studies and analyses and took into account   
such other matters deemed necessary, including Wharton's assessment of
general economic conditions.                                          

In connection with its review, Wharton Valuation Associates, Inc.:              

----------------------                                                          
4    Financial information for Auctentia S.L. Auctions Division was not         
 available prior to 1999. Financial information for 1999 did not reflect
full year of operations.                                              
5    Excludes Corinphia Auktionen AG which was acquired on September 30, 2002 by
Auctentia SA.                                                         
6    Includes Corinphia Auktionen AG which was acquired on September 30, 2002 by
Auctentia SA.                                                         

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o    Relied upon and assumed the accuracy and completeness of the financial and 
   other information provided to it by GMAI and the Seller or otherwise made
available to Wharton and did not attempt independently to verify such 
information;                                                          

o    Relied upon the assurance of the Seller and GMAI that the information      
  provided to Wharton (i) was prepared on a reasonable basis in accordance
with industry practice, (ii) with respect to financial planning data, 
reflected the best currently available estimates and judgments of the 
Seller as to the expected future financial performance of the Primary 
Companies, and (iii) was neither incomplete nor misleading; and       

o    Did not perform any appraisals or valuations of specific assets or         
     liabilities of the Companies and was not furnished with any such appraisals
or valuations.                                                        

The Wharton Opinion was based on economic, monetary and market conditions       
existing on, and the information made available to Wharton as of the date       
hereof.                                                                         

The following is a summary of Wharton's financial analysis of the Primary       
Companies and GMAI:                                                             

STOCK TRADING HISTORY:                                                          

Wharton reviewed the following trading history for GMAI's Common Stock:         

Stock Market                                            NASDAQ                  
Stock Price  (as of 12/31/02)                                                   

Close.................................................. $1.46                   
Hi..................................................... $1.46                   
Low...................................................  $1.45                   
Last 30 - Days Traded Average Close...................  $1.60                   
Last 60 - Days Traded Average Close...................  $1.51                   
Last 90 - Days Traded Average Close...................  $1.54                   

In the 90 trading days ending 12/31/2002, the stock has traded at:              

A Low of..............................................  $1.25                   
A High of.............................................  $2.00                   
An Average Trading Day Volume of.....................11,313 shares              

Wharton also reviewed the closing price of GMAI's Common Stock for certain      
periods prior to the June 17, 2002 announcement of the transaction:             

                                                       Closing Price
                                                       -------------
7 Days Prior to the Announcement                                  1.60          
14 Days Prior to the Announcement                                 1.60          
30 Days Prior to the Announcement                                 1.69          

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PREMIUM PAID ANALYSIS AND ADJUSTMENT FOR RESTRICTIONS ON THE  MARKETABILITY OF  
THE PURCHASER SHARES:                                                           

In Wharton's opinion, the current trading price of GMAI's common stock reflects 
some level of control premium. This control premium arises from the market's    
recognition that after the Transaction, Afinsa Bienes Tangibles, S.A., the      
parent and sole shareholder of the Seller, will own greater than 50% of GMAI's  
common stock. Given the numerous factors that affect the price of a company's   
stock, Wharton concluded that it is not possible to determine the precise level 
of the control premium factored in to the current trading price of GMAI's stock.

Wharton undertook an analysis of the premiums paid in recent acquisitions of    
minority interests in publicly held companies, whereby the acquirer owned       
greater than a 50% interest in the target after the completion of the           
transaction. This analysis examined the median(7) premiums offered during the   
calendar years 1999 through the present time for transactions where the market  
value of the block of stock acquired was $100 million or less. This analysis    
determined that the median control premium above the trading price five days    
prior to the announcement of the offer was 45% and that the median control      
premium above the trading price thirty days prior to the announcement of the    
offer was 35%.                                                                  

As indicated above, Wharton is of the opinion that the current trading price of 
GMAI's common stock has a control premium factored into it. However, given the  
numerous factors that affect a company's stock price, it is not possible to     
determine the precise level of the control premium currently factored into      
GMAI's stock. Wharton believes that it is appropriate for purposes of evaluating
the fairness of the Transaction to explicitly factor a control premium into the 
price of GMAI's common stock. Based on the above analysis of the median control 
premiums attached to the acquisition of minority interests in publicly traded   
companies, in conjunction with Wharton's assessment of GMAI's relative          
investment attractiveness, vis-a-vis the public companies in the Mergerstat     
database, Wharton is of the opinion it would be appropriate to apply an explicit
control premium in the range of 25 percent to 30 percent to the current trading 
price of GMAI's common stock.                                                   

Wharton also considered that, in accordance with the terms and conditions of the
draft Share Purchase Agreement, the Seller is prohibited from selling the       
Purchaser Shares for a period of eighteen months from the date of the           
Transaction. Wharton has undertaken an analysis of studies involving the sale of
restricted securities(8) under Rule 144A, prior to April of 1997. These studies 
all analyzed the prices at which restricted, or letter, stock was sold          
(principally to institutional investors) in relation to the contemporaneous     
freely traded (unrestricted) counterparts. Based on this analysis, Wharton      
concluded that it is appropriate to apply a discount in the range of 20 percent 
to 25 percent to the freely                                                     

-----------------------                                                         
7    Source: Mergerstat Custom Report. Calculation of median premium excludes   
negative premiums.                                                    
8    These studies analyzed transactions in restricted securities prior to the  
reduction in Rule 144 stock holding periods (April 29, 1997).         

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traded market price of GMAI's common stock, to reflect the negative investment  
appeal associated with the eighteen month prohibition of sale of the Purchaser  
Shares.                                                                         

In weighing all of these factors, Wharton concluded that the premium for control
attached to the Purchaser Shares is offset by the eighteen month prohibition on 
the sale of the Purchaser Shares. In Wharton's opinion, therefore, the $1.46 per
share price assigned by the market to GMAI's common stock reflects both the     
transfer of control and the illiquidity inherent in the Purchaser Shares. Thus, 
the total value of the Transaction is $5,445,000 (3,729,226 shares x $1.46).    

Discounted Cash Flow Analysis(9):                                               

In order to determine whether the total value of the Purchaser Shares bears a   
reasonable relationship to the value of the Primary Companies(10), Wharton first
performed a discounted cash flow analysis on the prospective operating results  
of each Primary Company. The result of this analysis was a range of equity      
valuations for each Primary Company based on the present value of future cash   
flows of each Primary Company. Wharton used the five-year financial forecasts   
prepared by the Seller for each Primary Company. Based on information provided  
by the Seller, Wharton further incorporated the forecasted level of corporate   
overhead expense required to administer the Companies that was not incorporated 
in the financial forecasts prepared by the Seller. Wharton prepared various     
alternative cash flow forecasts for each Primary Company based upon alternative 
assumptions regarding long term growth rates. Specifically, Wharton sensitized  
the cash flow forecasts to long-term growth rates ranging from 1% to 2%. Wharton
simultaneously sensitized the cash flow projections for alternative required    
rates of return on investment. In its determination of the appropriate required 
rates of return on investment, Wharton assumed a prudent capital structure for  
each Primary Company comprised of debt (10% of total capital) and equity (90% of
total capital). Wharton further assumed a cost of debt of approximately 10%.    
Based on its assessment of the relative risk of an investment in the equity of  
each Primary Company, Wharton assumed required rates of return on equity ranging
between 18% and 22%. Based on the aforementioned capital structure, cost of     
debt, and required rates of return on equity, Wharton calculated weighted       
average costs of capital ranging from 16.9% to 20.5%. Wharton discounted the    
projected free cash flows of each Primary Company over the forecast period at   
the estimated range of the weighted cost of capital ("WACC").                   

In Wharton's opinion, the valuation range of the Primary Companies' equity      
capital, on a consolidated basis, based solely on the discounted cash flow      
approach is $6,250,000 to $6,950,000. The valuation range indicated by the      
discounted cash flow method implies a value per share for the Purchaser Shares  
in the range of $1.68 to $1.86 (based upon a total of 3,729,226 Purchaser       
Shares). This range of values exceeds the previously determined total value of  
the Purchaser Shares received by the Seller.                                    

----------------------                                                          
9    The Wharton analysis is based on a currency conversion ratio of euros to   
 dollars of 1.0 : 1.0. The current conversion ratio is (euro)1.0:$1.046.
10   On a consolidated basis.                                                   

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selected Guideline Company Analysis:                                            

Wharton also prepared a market-based value of the Primary Companies. Wharton    
compared selected projected operating data of the Primary Companies(11) to the  
corresponding data of certain publicly traded companies that Wharton deemed to a
limited degree, to be relevant in assessing the fairness of the Transaction.    

The companies considered for inclusion in the guideline company analysis were:  

o    The Stanley Gibbons Group, Ltd.                                  
o    Collectors Universe, Inc.                                        
o    eBay, Inc.                                                       
o    Sotheby's, Inc.                                                  

Wharton reviewed the guideline company multiples of total market value of       
invested capital ("TIC")(12) to:                                                

o    Latest Twelve Months(13) ("LTM") Revenue;                        
 o    LTM Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA");                                                 
o    LTM Adjusted(14) Net Income and;                                 
o    Projected(15) Next Fiscal Year Net Income.                       

Wharton's individual analysis of the guideline companies is as follows:         

The Stanley Gibbons Group, Ltd.                                                 
The Stanley Gibbons Group Ltd., is a U.K-based auction house specializing in the
philatelic market. The Stanley Gibbons Group holds monthly auctions that are    
accessible through the company's internet site. The Stanley Gibbons Group also  
publishes auction catalogues, sells albums and collectors accessories and       
maintains a retail stamp shop.                                                  

Wharton derived the following valuation multiples for The Stanley Gibbons Group 
and corresponding implied valuations for the Primary Companies as of December   
31, 2002:                                                                       

-----------------------                                                         
11   On a pro forma consolidated basis.                                         
12   TIC - defined as interest bearing debt plus equity. The valuation multiples
  of LTM net income and projected next fiscal year net income are based on
market value of equity.                                               
13   Latest twelve months ending June 30, 2002.                                 
14   Adjusted for material non-recurring gains and losses. LTM ending June 30,  
2002                                                                  
15   Projected earnings per share based on consensus earnings estimates for the 
    calendar year ending December 31, 2003 - Sources: MultexInvestor and First
Call.                                                                 

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=============================================================================   
                         Valuation Multiple      Implied Value Per Share(16)
                       ------------------      -------------------------
LTM Revenue                     0.67x                       $0.89             
LTM EBITDA                      12.3x                       $1.81             
LTM Adj. Net Income             53.7x                       $4.58             
2003E EPS                        4.8x                       $0.86             
=============================================================================   

The implied per share valuations arrived at from the application of the market  
multiples derived for The Stanley Gibbons Group range from a low of $0.86 to a  
high of $4.59. In assessing the relevance of the market valuation multiples     
derived from The Stanley Gibbons Group, Wharton considered that The Stanley     
Gibbons Group suffered a net loss in 2001(17). Wharton also considered that the 
projected 2003 earnings multiple for The Stanley Gibbons Group is based on the  
"consensus" estimate of only one research analyst. In Wharton's opinion, a      
sample size of one does not necessarily constitute a consensus estimate and     
should be considered to have very limited application in assessing the fairness 
of the Transaction. Wharton also considered that the stock of The Stanley       
Gibbons Group trades on an irregular basis and at a price in the vicinity of    
just 16 pence. In view of The Stanley Gibbons Group's low stock price, Wharton  
concluded that investors may trade the Company's stock on speculation, rather   
than on investment fundamentals. Thus, the stock price and the valuation        
multiples derived from the Company's stock price, may not accurately reflect the
investment attributes of the company.                                           

Notwithstanding the foregoing, Wharton concluded that the EBITDA valuation      
multiple derived for The Stanley Gibbons Group may represent the most relevant  
benchmark to be derived from the analysis of The Stanley Gibbons Group for      
purposes of determining the fairness of the Transaction. The application of The 
Stanley Gibbons Group LTM EBITDA valuation ratio of 12.3x to the Primary        
Companies' consolidated pro forma LTM EBITDA of (euro)571,372 yields an implied 
valuation on $1.81/share(18). Wharton also concluded that given the LTM net loss
(after adjustment for non-operating gains and losses), the Primary Companies    
should command a higher revenue valuation multiple than The Stanley Gibbons     
Group.                                                                          

Collectors Universe, Inc.                                                       
Collectors Universe, Inc., is a Santa Ana, California-based company, whose      
principal activity is to grade, auction, market and provide content information 
for high-end collectibles. In fiscal year 2002, collectible sales accounted for 
59% of annual revenues and grading and authentication services accounted 41% of 
annual revenues. It is of importance to note that in excess of 80% of the       
collectible sales revenue generated by Collectors Universe, Inc., in fiscal year
2002 was derived from the sale of owned                                         

----------------------                                                          
16   On a minority interest basis. An implied valuation results from the        
    application of a particular multiple to a measure of operating results and
    should, therefore, be considered only as preliminary measures of value for
this purpose.                                                         
17   After adjusting for the(pound)388 gain on a sale/leaseback transaction and 
a (pound)35 exceptional expense item.                                 
18   On a minority interest basis.                                              

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inventory, as opposed to commissions generated from agency services for         
consignors of inventory. In fiscal year 2002, approximately 11% of total revenue
was derived from the buyer and seller premiums earned on the consignment of     
product at auction.                                                             

Collectors Universe suffered losses on both an operating cash flow basis        
(earning before interest, taxes and depreciation) and on a net income basis for 
the latest fiscal year. As a result, it was not possible to calculate meaningful
earnings multiples for Collectors Universe that could be applied to the Primary 
Companies.                                                                      

Wharton was able to derive the following valuation multiples for Collectors     
Universe, Inc., and implied valuations for the Primary Companies as of December 
31, 2002:                                                                       

=============================================================================   
                         Valuation Multiple      Implied Value Per Share(19)
                       ------------------      -------------------------
LTM Revenue                     0.49x                       $0.63             
LTM EBITDA                      NM(20)                       ---              
LTM Adj. Net Income             NM                           ---              
2003E EPS                       11.3x                       $2.01             
=============================================================================   

The implied valuations range from a low of $0.63 to a high of $2.01. In         
Wharton's opinion, given that Collectors Universe suffered a net loss during the
latest fiscal year, the Primary Companies should command a higher revenue       
valuation multiple than Collectors Universe. Wharton also considered that the   
projected 2003 earnings multiple for Collectors Universe, Inc., is based on the 
"consensus" estimate of only one research analyst. Here, too, it was Wharton's  
opinion that a sample size of one does not necessarily constitute a consensus   
estimate, and should be considered to have very limited application in assessing
the fair value of the Transaction. Overall, Wharton concluded that Collector's  
Universe is sufficiently different from the Primary Companies to be of only     
limited use in deriving a market-based valuation of the Primary Companies.      

eBay, Inc.                                                                      
eBay's principal activity is the operation of an online market place through the
web site eBay.com. eBay has developed a well-known web-based community in which 
buyers and sellers are brought together to buy and sell items such as           
collectibles, automobiles, high-end or premium art items, jewelry, consumer     
electronics and a host of miscellaneous items. eBay also provides offline       
traditional auction services for fine art, antiques, collectibles and collector 
cars. eBay, a pre-eminent auctioneer, had latest twelve months revenues of $925 
million, making it approximately 100 times the size of the Primary Companies.   

Wharton derived the following valuation multiples for eBay, Inc., and implied   
valuations for the Primary Companies as of December 31, 2002:                   

---------------------                                                           
19   On a minority interest basis.                                              
20   Not meaningful                                                             

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=============================================================================   
                         Valuation Multiple      Implied Value Per Share(21)
                       ------------------      -------------------------
LTM Revenue                     22.6x                      $32.09             
LTM EBITDA                      68.6                       $10.44             
LTM Adj. Net Income             142.8x                     $12.18             
2003E EPS                       58.8x                      $10.38             
=============================================================================   

The implied valuations range from a low of $10.38 per share to a high of $32.09 
per share. Wharton concluded that although eBay, Inc. does derive the vast      
majority of its revenue and income from Internet-based auctions, eBay, Inc. is  
by all objective measures so much larger than (and qualitatively distinguishable
from) the Primary Companies as to render the two entities only remotely         
analogous. The application of eBay's derived market valuation multiples to the  
corresponding operating results of the Primary Companies for purposes of        
deriving a market-based valuation of the Primary Companies would have yielded a 
spurious result, in the opinion of Wharton.                                     

Sotheby's Holdings, Inc.                                                        
Sotheby's principal activities are to conduct auction of fine arts, antiques and
collectibles, offer property, paintings, decorative arts, jewelry and rare      
books. Sotheby's operates in four segments: The auction segment includes        
purchase and resale of art and other collectibles, brokering of art, collectible
purchases and sales through private treaty sales. The real estate segment is    
engaged in marketing and brokerage of luxury residential real estate sales. The 
finance segment provides collectors and dealers with financing generally secured
by works of art that the Company either has in its possession or permits the    
borrower to possess. The other segment includes real estate brokerage operations
and art-related financing activities. Sotheby's conducts auction activities in  
New York, London, Europe, Asia and Australia. Auction accounted for 85% of 2001 
revenues; Real Estate, 10%; Finance, 3% and Other, 2%. Despite recent           
difficulties, Sotheby's Holdings, Inc. remains one of the largest and most      
well-known auction houses in the world.                                         

Wharton derived the following valuation multiples for Sotheby's Holdings, Inc., 
and implied valuations for the Primary Companies as of December 31, 2002:       

=============================================================================   
                         Valuation Multiple      Implied Value Per Share(22)
LTM Revenue                      2.4x                       $3.34             
LTM EBITDA(23)                  30.8x                       $4.65             
LTM Adj. Net Income               NM                         ---              
2003E EPS                        NA(24)                      ---              
=============================================================================   

--------------------                                                            
21   On a minority interest basis.                                              
22   On a minority interest basis.                                              
23   The LTM EBITDA has been adjusted for non-recurring and extraordinary losses
    associated with the Company's settlement with the United States Department
of Justice and the retention expense for employees.                   
24   Consensus earning estimates for 2003 not available.                        

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The implied valuations range from a low of $3.34 per share to a high of $4.65   
per share. In assessing the applicability of the market valuation ratios derived
for Sotheby's Holdings to the Primary Company's, Wharton considered that        
Sotheby's Holdings' revenues are primarily generated from auctions involving    
fine art and furniture, whereas the Primary Companies derive income from the    
auction of stamps. Wharton also considered that Sotheby's Holdings has incurred 
substantial net losses (even after the add-back of the restructuring charges,   
retention charges and special charges realized in 2000 and 2002). Wharton       
concluded that the application of the market valuation multiples derived from   
Sotheby's Holdings, also would be of limited usefulness in deriving a           
market-based valuation of the Primary Companies.                                

Summary of the Guideline Company Analysis:                                      

Wharton's guideline company analysis has produced implied market-based values of
the Primary Companies in a range(25) of between $0.63 per share(26) and $4.65   
per share(27). Wharton concluded that with the exception of The Stanley Gibbons 
Group, the guideline companies were sufficiently different from the Primary     
Companies, either in terms of business characteristics, financial               
characteristics or size, so as to limit their usefulness in deriving a          
market-based valuation of the Primary Companies. The Stanley Gibbons Group is   
similar to the Primary Companies to the extent that it conducts auctions in the 
philatelic market. It is, however quite different from the Primary Companies in 
terms of its more recent historical operating results. The Stanley Gibbons Group
also trades on an irregular basis and at a very low stock price. Wharton        
concluded that the low stock price may attract speculative investors (as opposed
to fundamental investors), rendering the application of market-based valuation  
ratios to fundamental investment characteristics of limited analytical use.     
Consequently, Wharton concluded that the guideline company analysis should be   
considered as an adjunct only to the more rigorous discounted cash flow method, 
and not as a primary method, in arriving at an implied range of values for the  
Primary Companies.                                                              

PREMIUM PAID ANALYSIS (on Controlling Interests)                                

Wharton reviewed the purchase price per share premiums paid in publicly         
disclosed mergers and acquisitions (domestic and international) in non-financial
industries announced and completed since December 31, 2001 with market value of 
total enterprise below $25.0 million. This analysis indicated median premiums to
the target's closing price five days prior to the announcement as set forth in  
the following table:                                                            

==========================================================================      
All Transactions                                                  33.3%         
Domestic (U.S. Targets Only) Transactions                         33.3%         
International (International Targets Only) Transactions           32.3%         
==========================================================================      

----------------------                                                          
25   Excluding eBay, Inc.                                                       
26   On a minority interest basis.                                              
27   Ibid.                                                                      

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Wharton reduced the control premium applicable to the Primary Companies from the
median of approximately 33% to 25% to reflect the fact that the Primary         
Companies are not publicly held and suffer from a level of illiquidity that the 
target companies that were the source of the control premium analysis do not    
suffer. The application of a control premium of 25% to the implied range of     
values derived from the guideline company analysis resulted in an implied       
valuation range of $0.79 to $5.81 per share(28), based on 3,729,226 Purchase    
Shares issued. This range of values also overlaps the previously determined     
total value of the Purchaser Shares received by the Seller and serves to further
confirm the reasonableness of the Transaction value.                            

CONCLUSION OF VALUE                                                             

Taking all factors into consideration, Wharton concluded that from a financial  
point of view, the Transaction is fair to the stockholders of GMAI.             

-------------------------                                                       
28   On a controlling interest basis.                                           

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SCHEDULE I

================================================================================
   Companies:                                        Percentage Acquired
   ----------                                        -------------------
o     Corinphila Auktionen AG                                    65%            
o     Auctentia S.L. Auctions Division                           100%           
o     Auctentia Deutschland GmbH                                 100%           
o     H. Kohler Berliner Briefmarken-Auktionen GmbH             66.7%           
o     H. Kohler Auktionshaus GmbH & Co. KG                       100%           
o     H. Kohler Verwaltungs GmbH                                 100%           
o     H. Kohler Briefmarkenhandel GmbH & Co. KG                  100%           
=============================================================================== 

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Appendix G

Appraisal by Scrivener's

G-1 

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 Scrivener's. Stamps, Coins & Collectibles
 178 Maplewood Avenue, Maplewood, NJ 07040

Tel: 973 762-5650                                             Fax: 973 762-4256 

GREG MANNING AUCTIONS, INC.                                                     
775 Passaic Avenue                                                              
West Caldwell, NJ 07006                                                         

Att. Mr. Greg Manning                                                           

Dear Mr. Manning:                                                               

Enclosed herewith find the appraisal of the stock belonging to the Afinsa Group,
seen by me in Madrid on December 12th and 13th 2002.                            

Thank you for confidence in me to perform this vast task. If I can be of further
assistance please do not hesitate to contact me.                                

Yours sincerely                                                                 

Norman R. Scrivener.                                                            

December 16th 2002                                                              

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 Scrivener's. Stamps, Coins & Collectibles
 178 Maplewood Avenue, Maplewood, NJ 07040

Tel: 973 762-5650                                            Fax: 973 762-4256  

The philatelic properties appraised herewith were valued at the request of Greg 
Manning Auctions, Inc. It is understood that each group was examined at random, 
with individual selections within those groups. I have appraised these items    
based on auction realizations, current price realizations on eBay, wholesale    
transactions and discounted retail listings. In addition, I am a New York City  
licensed auctioneer and I am frequently engaged to call public auction sales,   
this affording me access to the auction market on a regular basis.              

Group A. Spain and Spanish Colonies: An extensive selection of proofs, essays,  
mint and used items with many major pieces and collections.                     
                                                              US $2,000,000.00

Postal History of Spain and Colonies: A world class inventory of classic to     
latter items, again with many exhibition quality pieces.                        
                                                            US $750,000.00

Group A. Worldwide Foreign: A superlative inventory of individual stamps,       
proofs, essay and collections, with many awarding winning items.                
                                                              US $4,000,000.00

Postal History of the World: An extremely well rounded grouping of postal       
history items with classic through latter periods with strength in some Western 
European countries.                                                             
                                                              US $1,000,000.00

Group B. An extensive retail stock of medium(100E) to less expensive (1E)sets,  
multiples, proofs, essays, color trials, thematics, etc.                        
                                                             US $ 800,000.00

Back-Up Stock (Profoundidad) of medium to lower priced sets, proofs, trials etc.
with some in large quantities, including Disney and Burundi.                    
                                                             US $ 850,000.00

Auctentia: Worlwide medium to less expensive items similar to the Profoundidad  
group. It should be noted that this group was not physically seen by me and the 
evaluation is based on the supplied information and discussions.                
                                                              US $ 65,000.00

Tubes: material in large multiples of color trials, proof sheets etc.           
                                                              US $ 20,000.00

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New issues: Extensive new issue group of more recent years, with quantities from
1 to 25, arranged chronologically.                                              
                                                              US $ 50,000.00

Coins: A numismatic inventory of medium price items selected for sale at auction
or fixed price sales. Please note that this material was not available for      
physical examination and the evaluation is based on discussions and computer    
generated information provided for my use.                                      
                                                               US $ 500,000.00

Miscellaneous material. Groupings of material not yet catalogued or entered into
the computer and value is based primarily on conversations with staff members.  
                                                               US $ 285,000.00

                                                GRAND TOTAL: US $10,320,000.00

I, Norman R. Scrivener, have examined the above listed material and estimate the
Fair Market Values to be TEN MILLION THREE HUNDRED TWENTY THOUSAND DOLLARS      
($10,320,000.00).                                                               
l have no vested or personal interest in these items.                           

NORMAN R. SCRIVENER                                                             
December 16th 2002                                                              

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 Scrivener's. Stamps, Coins & Collectibles
 178 Maplewood Avenue, Maplewood, NJ 07040

Tel: 973 762-5650                                             Fax: 973 762-4256 

 Norman R. Scrivener
 Consultant and Appraiser of collectibles.

Education:                                                                      
----------                                                                      
1965-68 Baruch College of New York                                              
1955-60 College St. Pierre, Leigh-on-Sea, England                               

Association Memberships:                                                        
------------------------                                                        
American Stamp Dealers Association                                              
American Philatelic Society                                                     
The Manuscript Society                                                          
American Numismatic Association                                                 

Consultant:                                                                     
-----------                                                                     
William Doyle Galleries of New York                                             
R.M. Smythe & Co. Inc.                                                          
Collectibles of Stamps, coins, sports cards, comics and autographs.             

Bonded and License New York City Auctioneer.                                    
-------------------------------------------                                     
License No. 0695072                                                             

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 Scrivener's. Stamps, Coins & Collectibles
 178 Maplewood Avenue, Maplewood, NJ 07040

Tel: 973 762-5650                                             Fax: 973 762-4256 

REFERENCES
The following is a list of companies or institutions for whom I have
 completed appraisals of philatelic and numismatic properties.

WILLIAM DOYLE GALLERIES                                                         
Att. Ms. Joanne mournet                                                         
175 East 87th Street                                                            
New York, NY 10128                                       212 427-2730           

LINCOLN GALLERIES                                                               
Att. Mr. Reg T. Blauvelt, 111                                                   
225 Scotland Road                                                               
Orange, NJ 07050                                         973 677-2000           

GREG MANNING AUCTIONS, INC.                                                     
Att. Mr. Greg Manning                                                           
775 Passaic Avenue                                                              
West Caldwell, NJ 07006                                  973 882-0004           

NEW YORK DISTRICT ATTORNEYS OFFICE                                              
Att. Mrs. Ellen C. Biben, DA.,                                                  
One Hogan Place                                                                 
New York, NY 10013                                       212 335-3774           

R.M. SMYTHE & CO, INC.                                                          
Att. Mrs. Diana Herzog                                                          
26 Broadway, Suite 271                                                          
New York, NY 07901                                       212 943-1880           

SUMMIT BANK, TRUST DEPARTMENT                                                   
Att. Ms. Maureen West                                                           
40 Beechwood Road                                                               
Summit, NJ 07901                                         908 522-8441           

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Appendix H

GMAI Form 10-Q for the Three-Month Period Ended September 30, 2002

H-1 

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-Q

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE     
ACT OF 1934                                                         

For the quarterly period ended September 30, 2002                               
------------------

OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934                                                               

For the transition period ________ to ________                                  

Commission file number 1-11988

 GREG MANNING AUCTIONS, INC.
(Exact name of Registrant as specified in its Charter)

    Delaware                                              22-2365834
-----------------------------                               ----------------- 
(State or other jurisdiction of                              (I.R.S. Employer   
incorporation or organization)                             Identification No.)

775 Passaic Avenue                                              
West Caldwell, New Jersey                                   07006 
---------------------------------------                          ----------     
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number, including area code: (973) 882-0004              
                                       -------------

Check whether the Issuer (1) has filed all reports required to be filed by      
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 
12 months (or for such shorter period that the Registrant was required to file  
such reports), and (2) has been subject to filing requirements for the past 90  
days.                                                                           
Yes   X        No _____                                                         
------                                                                    

As of November 6, 2002, Issuer had 12,703,304 shares of its Common Stock        
outstanding.                                                                    

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 GREG MANNING AUCTIONS, INC.

 Table of Contents

                                                                     Page Number
                                                                     -----------
PART I.     FINANCIAL INFORMATION                                               

Item 1. Condensed Consolidated Financial Statements (Unaudited)                 

Condensed Consolidated Balance Sheets at                        
      June 30, 2002 and September 30, 2002                                 3

Condensed Consolidated Statements of Operations for the         
      three months ended September 30, 2001 and 2002                       4

 Condensed Consolidated Statements of Stockholders' Equity for the
      three months ended September 30, 2002                                5

Condensed Consolidated Statements of Cash Flows for the         
      three months ended September 30, 2001 and 2002                       6

Condensed Consolidated Statement of Comprehensive Income for the
      three months ended September 30, 2001 and 2002                       7

      Notes to Condensed Consolidated Financial Statements                 8

Item 2. Management's Discussion and Analysis of Financial Condition             
      and Results of Operations                                           17

Item 3. Quantitative and Qualitative Disclosures About Market Risk          23  

PART II.    OTHER INFORMATION                                                   

Item 1. Legal Proceedings                                                   24  

Item 2. Changes in Securities                                               24  

Item 3. Defaults Upon Senior Securities                                     24  

Item 4. Submission of Matters to a Vote of Security Holders                 24  

Item 5. Other Information                                                   24  

Item 6. Exhibits and Reports on Form 8-K                                    24  

Signatures                                                                  25  

2 

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PART I. FINANCIAL INFORMATION                                                   

 GREG MANNING AUCTIONS, INC.
 Condensed Consolidated Balance Sheets
(amounts in thousands except per share data)

                                                         June 30,  September 30,
                                                      2002        2002
                                                      ---------  -----------
              Assets                                    (Audited)  (Unaudited)
-------                                             

Current Assets                                                                

 Cash and Cash Equivalents                             $  2,169     $  1,962
Accounts Receivable, net                                                  
      Auctions and Trade Receivable                       6,979        8,330
      Advances to Consignors                              1,164        1,343
 Inventory                                               11,425       11,958
Deferred Tax Asset                                        --           -- 
 Prepaid Expenses                                           380          578
                                                       --------     --------

      Total Current Assets                               22,117       24,171

Property and Equipment, Net                                   948          889  
Goodwill, Net                                               1,516        1,516  
Other Purchased Intangibles, Net                            1,065        1,050  
Marketable Securities                                          76           60  
Other Non-Current Assets                                                        
Deferred Tax Asset                                        --           -- 
 Loans Receivable - Related Party                                        525
 Inventory                                                1,400        1,400
 Other                                                      226          234
                                                       --------     --------
      Total Assets                                     $ 27,348     $ 29,845
                                                       ========     ========

Liabilities and Stockholders' Equity                    

Current Liabilities                                                             

 Demand Notes Payable                                  $  1,400     $  2,000
 Notes Payable and Capital Leases                         5,657        5,733
 Payable to Third Party Consignors                        2,945        2,307
 Accounts Payable                                         4,062        7,144
 Accrued Expenses                                         1,512        1,261
                                                       --------     --------
      Total Current Liabilities                          15,576       18,445
 Notes Payable - Long Term                                  116           99
                                                       --------     --------
      Total Liabilities                                  15,692       18,544

Stockholders' Equity                                                            

Preferred Stock, $.01 par value. Authorized                                     
10,000 shares; none issued                                                
Common Stock, $.01 par value                                                    
Authorized: 40,000 shares                                                 
 Issued: June 30, 2002-13,072 shares                        130          130
Issued: September 30, 2002-13,072 shares                                  
Additional paid in capital                                 45,842       45,842  
Accumulated other comprehensive income:                                         
Unrealized loss on marketable securities                                  
       net of tax                                           (309)        (325)
Accumulated Deficit                                       (31,459)     (31,798) 
Treasury stock, at cost:                                                        
368 shares at June 30 and September 30,                                   
  2002, respectively                                      (2,548)      (2,548)
                                                       --------     --------
      Total Stockholders' Equity                         11,656       11,301
                                                       --------     --------
      Total Liabilities and Stockholders' Equity       $ 27,348     $ 29,845
                                                       ========     ========

 See accompanying notes to condensed consolidated financial statements

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 GREG MANNING AUCTIONS, INC.
 Consolidated Statements of Operations
For the Three Months Ended September 30,
(amounts in thousands except per share data)
 (Unaudited)

                                                      2001            2002
                                                      --------        --------

Operating Revenues                                                            
    Sales of merchandise                              $ 17,891        $ 24,375
    Commissions earned                                     789           1,040
                                                      --------        --------
       Total Revenues                                   18,680          25,415

Cost of merchandise sold                                 16,501          22,797 
                                                      --------        --------
       Gross profit                                      2,179           2,618

Operating Expenses                                                              
    General and Administrative                           1,141           1,215
    Salaries and Wages                                   1,145           1,106
    Depreciation and Amortization                          362             125

    Marketing                                              353             348
                                                      --------        --------
    Total Operating Expenses                             3,001           2,794
                                                      --------        --------
        Operating Loss                                     (822)           (176)
                                                      --------        --------

Other Income (expense)                                                          
Interest Income                                              93              49 
Interest Expense                                           (196)           (212)
                                                      --------        --------
     Loss before income taxes                              (925)           (339)
Provision for income taxes                                 --              --   
                                                      --------        --------
Net Loss                                               $   (925)       $   (339)
                                                      ========        ========

Basic Loss per Share                                                            
Weighted average shares                                               
      outstanding                                       12,319          12,703
                                                      ========        ========
     Basic loss per share                              $  (0.08)       $  (0.03)
                                                      ========        ========

Diluted Loss per Share                                                          
Weighted average shares                                               
      outstanding                                       12,319          12,703
                                                      ========        ========
     Diluted Loss per Share                            $  (0.08)       $  (0.03)
                                                      ========        ========

 See accompanying notes to condensed consolidated financial statements

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                                                        [Enlarge/Download Table]


                                            GREG MANNING AUCTIONS, INC.                                                           
                              Condensed Consolidated Statement of Stockholders' Equity                                            
                                        July 1, 2002 to September 30, 2002                                                        
                                              (amounts in thousands)                                                              
                                                   (Unaudited)                                                                    

                                                                               Unrealized                                         
                                                                   Additional   Gain(Loss)                              Total     
                                                Common Stock         Paid-In   on Marketable  Accumulated  Treasury  Stockholders'
                                            Shares       $           Capital    Securities      Deficit      Stock      Equity    
                                         ------------ --------    ----------- -------------- ------------  --------  ------------ 

                                                                                                                                  
Balance, June 30, 2002                     13,072     $    130       45,842    $   (309)       $(31,459)   $ (2,548)   $ 11,656   

 Common shares issued relating to                                                                                                 
     acquisition of GMD, net of                                                                                                   
     expenses                                                                                                                     

 Unrealized loss from                                                                                                             
     Marketable securities                                                          (16)                                    (16)  

 Common shares sold                                                                                                               
     for cash                                                                                                                     

 Net Loss, September 30,2002                                                                       (339)                   (339)  
                                         --------     --------     --------    --------        --------     --------   --------   
 Balance, September 30,2002                13,072     $    130     $ 45,842    $   (325)       $(31,798)    $ (2,548)  $ 11,301   
                                         ========     ========     ========    ========        ========     ========   ========   

 See accompanying notes to condensed consolidated financial statements

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 GREG MANNING AUCTIONS, INC.
 Condensed Consolidated Statements of Cash Flows
For the Three Months Ended September 30,
(amounts in thousands)
 (Unaudited)

                                                           2001         2002
                                                           ---------    --------

Cash flows from operating activities:                                         
    Net Loss                                               $  (925)     $  (339)
Adjustments to reconcile net loss                                       
to net cash from operating activities:                              
      Depreciation and amortization                           362          100
      Provision for bad debts                                   3           17
    Common Stock issued for services                         95         --
(Increase) decrease in assets:                                    
         Auctions receivable                                   924       (1,368)
         Advances to consignors                                137         (179)
      Other                                                 250         --
         Inventory                                           3,253         (533)
         Prepaid expenses and deposits                          (9)        (198)
         Other assets                                          (51)          (6)
Increase (decrease) in liabilities:                               
         Payable to third-party consignors                  (1,393)        (639)
        Accounts payable                                     (362)       3,082
         Accrued expenses and other liabilities               (129)        (253)
      Advance from Related Party                            (90)        --
                                                          -------      -------
                                                             2,065         (316)

Cash flows from investing activities                                            
Capital expenditures for property and                                   
      equipment                                                (49)         (25)
    Loans Receivable - Related Party                                       (525)
                                                          -------      -------
                                                               (49)        (550)
Cash flows from financing activities:                                           
Net proceeds from (repayment of)                                        
     demand notes payable                                  (4,150)         600
Net proceeds from (repayment of )                                       
     loans payable                                             (6)          59
 Proceeds from sale of Common Shares                      1,400         --
                                                          -------      -------
                                                           (2,756)         659

Net change in cash and cash equivalents                       (740)        (207)
Cash and cash equivalents:                                                      
   Beginning of period                                      2,158        2,169
                                                          -------      -------
   End of period                                          $ 1,418      $ 1,962
                                                          =======      =======

 See accompanying notes to condensed consolidated financial statements

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 GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive
 Income (Loss)
For the Three Months Ended September 30,
(amounts in thousands)
 (Unaudited)

                        2001        2002
                        --------     -------
Net Loss                                  $   (925)    $  (339)                 

Other Comprehensive Income (Loss)                                               
Unrealized loss on securities,             (86)        (16)             
net of tax                          --------     -------            
                         $ (1,011)    $  (355)
                        ========     =======

See accompanying notes to condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements                            
(amounts in thousands except per share amounts or as noted)                     

(1)  Organization, Business and Basis of Presentation                           

    Greg Manning Auctions, Inc. together with its wholly-owned subsidiaries,
Ivy and Mader Philatelic Auctions, Inc., Greg Manning Galleries, Inc., Teletrade
Inc., Spectrum Numismatics International, Inc., Kensington Associates L.L.C. and
Greg Manning Direct, Inc. (the "Company") is an eCommerce and collectibles      
company as well as a public auctioneer of collectibles, including rare stamps,  
stamp collections and stocks, sports trading cards and memorabilia, fine art and
coins. The Company conducts both in-person event auctions and electronic        
auctions via the Internet and touch-tone telephone. The Company accepts property
for sale at auctions from sellers on a consignment basis, and earns a commission
on the sale.                                                                    

      The accompanying condensed consolidated balance sheets as of June 30, 2002
and September 30, 2002 and related condensed consolidated statements of         
operations, stockholders' equity, cash flows and comprehensive income for the   
three month periods ended September 30, 2001 and 2002 have been prepared from   
the books and records maintained by the Company, in accordance with generally   
accepted accounting principles for interim financial information and with the   
instructions to Form 10-Q. Accordingly, they do not include all information and 
disclosures required by generally accepted accounting principles for complete   
financial statements. In the opinion of management, all adjustments, which are  
of a normal recurring nature, considered necessary for a fair presentation have 
been included. For further information, refer to the consolidated financial     
statements and disclosures thereto in the Company's Form 10-K for the year ended
June 30, 2002 filed with the Securities and Exchange Commission. The results of 
operations for such periods are not necessarily indicative of the results       
expected for the full fiscal year or for any future period.                     

(2) Summary of Certain Significant Accounting Policies                          

Revenue Recognition                                                             

The Company accounts for revenue recognition in accordance with Staff Accounting
Bulletin No. 101, ("SAB 101"), which provides guidance on the recognition,      
presentation and disclosure of revenue in financial statements, and Emerging    
Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross as a        
Principal vs. Net as an Agent" which provides guidance on the recognition of    
revenue gross as a principal versus net as an agent.                            

The Company derives revenues from two primary sources:                

1.    Auction Revenue:                                                          

  Revenue is recognized when the collectibles are sold at auction and is
represented by an auction commission received from the buyer and seller. Auction
commissions represent a percentage of the hammer price at auction sales as paid 
by the buyer and the seller. Such amounts of revenue are recorded on a net basis
as commission revenue.                                                          

 The Company also sells its own inventory at auction. Revenue of owned
inventory is recognized when sold at auction. Such amounts of revenue are       
recorded on a gross basis as sales of merchandise. Additionally, the Company is 
entitled to auction commissions paid by the buyer. Sales returns have not been  
material.                                                                       

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2.    Private Treaty Sales:                                                     

   Private treaty sales represent sales of consigned property and sales of
owned inventory.                                                                

      Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned property to a third party at a 
privately negotiated price. In such a transaction, the owner may set selling    
price parameters for the Company, or the Company may solicit selling prices for 
the owner, and the owner may reserve the right to reject any selling price. The 
Company does not guarantee a fixed price to the owner, which would be payable   
regardless of the actual sales price ultimately received. The Company recognizes
as private treaty revenue an amount equal to a percentage of the sales price.   
Such amounts of revenue are recorded on a net basis as commission revenue and   
are recognized when sold.                                                       

    Private treaty sales of owned inventory occur when the Company sells its
goods directly to a customer either wholesale or retail. Revenue with respect to
private treaty revenues is recognized when delivered or released to the customer
for acceptance or to a common carrier for delivery. Such amounts of revenue are 
recorded on a gross basis as sales of merchandise. Sales returns have not been  
material.                                                                       

The Company does not provide any guarantee with respect to the      
authenticity of property offered for sale at auction. Each lot is sold as       
genuine and as described by the Company in the catalogue. When however, in the  
opinion of a competent authority mutually acceptable to the Company and the     
purchaser, a lot is declared otherwise, the purchase price will be refunded in  
full if the lot is returned to the Company within a specified period. In such   
event, the Company will return such lot to the consignor before a settlement    
payment has been made to such consignor for the lot in question. To date,       
returns have not been material. Large collections are generally sold on an "as  
is" basis.                                                                      

Principles of Consolidation                                                     

     The consolidated financial statements of the Company include the accounts
of its wholly owned subsidiaries. All intercompany accounts and transactions    
have been eliminated in consolidation. Investment in equity-method investee is  
accounted for the equity method of accounting since the Company owns more than  
20% of the entity, but less than majority owned and not otherwise controlled by 
the Company.                                                                    

Accounts Receivable                                                             

Accounts receivable consists of auction or trade receivables and  
consignor advances.                                                             

      Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended      
beyond 90 days.                                                                 

Advances to consignors represent advance payments, or loans, to the 
consignor prior to the auction sale, collateralized by the items received and   
held by the Company for the auction sale and the proceeds from such sale.       
Interest on such amounts is generally charged at an annual rate of 12%. Such    
advances generally are not outstanding for more than six months from the date of
the note.                                                                       

     As of June 30 and September 30, 2002, the allowance for doubtful accounts
included in auction receivables was approximately $1,077 and $1,065,            
respectively.                                                                   

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Intangible Assets                                                               

Goodwill                                                            

Effective July 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible Assets". 
SFAS 142 requires that goodwill and intangible assets with indefinite useful    
lives no longer be amortized, but instead be tested for impairment at least     
annually in accordance with the provisions of Statement 142. Statement 142 also 
requires that intangible assets with estimable useful lives be amortized over   
their respective estimated useful lives to their estimated residual values, if  
any, and reviewed for impairment in accordance with SFAS Statement No. 121,     
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". Upon adoption, the Company re-evaluated the future estimated   
useful lives of its intangible assets that have an indefinite life.             

     SFAS 142 is effective for the Company for fiscal 2003. Accordingly, the
Company no longer amortizes its goodwill and is required to complete a two-step 
test for impairment annually. The first step of the goodwill impairment test,   
used to identify potential impairment, compares the fair value of a reporting   
unit with its carrying amount, including goodwill. If the carrying amount of the
reporting unit exceeds its fair value, the second step of the goodwill          
impairment test must be performed to measure the amount of the impairment loss, 
if any.                                                                         

 The Company evaluates the recoverability of goodwill and intangible
assets using undiscounted cash flows which determines if the carrying value of  
goodwill and other intangibles are impaired. The amount of impairment is        
measured based on discounted future cash flows using the Company's average cost 
of funds. For the period ended September 30, 2002, the Company performed this   
analysis with assistance from an independent valuation expert. The tests the    
Company performed compared the expected future discounted cash flows for a      
five-year period, to the carrying amount of the long-lived assets resulting from
purchase business combinations. In performing these analyses, the Company uses  
the best information available in the circumstances including reasonable and    
supportable assumptions and projections. Based on a review of the analyses      
prepared by an independent valuation expert and its own reviews, management has 
concluded that the fair value exceeded the carrying value as of September 30,   
2002 and therefore no impairment existed at that date. Because the Company      
satisfied the requirements of the first step of the impairment test, the second 
step of the impairment is not necessary. In the future, the Company will be     
required to complete the impairment test annually. Total accumulated            
amortization at June 30, and September 30, 2002 was approximately $6,936.       

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The following table presents the transitional disclosures required by SFAS 142: 

(Dollars in thousands, except per share data)                         

                                           September 30,
                                           2002           2001
-------------------------------------------------------------------------       

Reported net income (loss)                        $  (339)       $  (925)       
Add back: Amortization of goodwill                   --              131        
                                          -------        -------
Adjusted net income (loss)                        $  (339)       $  (794)       
                                          =======        =======

BASIC EARNINGS(LOSS) PER COMMON SHARE:                                          
Reported net income (loss)                        $ (0.03)       $ (0.08)       
Add back: Amortization of goodwill                   --             0.01        
                                          -------        -------
Adjusted net income (loss)                        $ (0.03)       $ (0.07)       
                                          =======        =======

DILUTED EARNINGS(LOSS) PER COMMON SHARE:                                        
Reported net income (loss)                        $ (0.03)       $ (0.08)       
Add back: Amortization of goodwill                   --             0.01        
                                          -------        -------
Adjusted net income (loss)                        $ (0.03)       $ (0.07)       

Other Purchased Intangibles                                         

At September 30, 2002 and 2001, acquired intangible assets were comprised of the
following (in thousands):                                                       

2002             Estimated                                                      
                Useful Lives       Gross Carrying      Accumulated      Net Book
                (Years)              Amount          Amortization      Value
------------------------------------------------------------------------------- 

Trademarks              16            $ 3,000           $(2,030)       $   970  
Customer Lists                          1,105            (1,025)            80  
----------------------------          -------           -------        -------  
                                    $ 4,105           $(3,055)       $ 1,050
                                    =======           =======        =======

2001             Estimated                                                      
               Useful Lives       Gross Carrying      Accumulated     Net Book
               (Years)              Amount          Amortization     Value
------------------------------------------------------------------------------- 

Trademarks              20            $ 3,000           $  (437)       $ 2,563  
Customer Lists                          1,105              (730)           375  
----------------------------          -------           -------        -------  
                                    $ 4,105           $(1,167)       $ 2,938
                                    =======           =======        =======

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All of the Company's intangible assets are subject to amortization. Amortization
expense for acquired intangible assets was $15 and $84 for the periods ended    
September 30, 2002, and 2001, respectively.                                     

Estimated amortization expense on an annual basis for the succeeding five years 
is as follows (in thousands):                                                   

Twelve Month Period Ended                                                       
September 30,                 Amount                                            
-------------------------------------------------                               

2003                          $    62                                           
2004                               62                                           
2005                               62                                           
2006                               62                                           
2007                               62                                           
Thereafter                        740                                           
-------             
Total                         $ 1,050                                           
=======             

Investments                                                                     

    The Company accounts for marketable securities pursuant to the Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities. Under this statement, the Company's marketable      
securities with a readily determinable fair value have been classified as       
available for sale and are carried at fair value with an offsetting adjustment  
to Stockholders' Equity. Net unrealized gains and losses for temporary changes  
in fair value of marketable securities are credited or charged to a separate    
component of Stockholders' Equity.                                              

     Marketable securities available for sale as of June 30, and September 30,
2002 is as follows:                                                             

                                                          Market    Unrealized
                                              Cost         Value     Gain (Loss)
                                              ----         -----     -----------

June 30, 2002                Common Stock     $ 385        $   76      $ (309)  
                                           =====        ======      ======

September 30, 2002           Common Stock     $ 385        $   60      $ (325)  
                                           =====        ======      ======

Earnings (loss) per common and common equivalent share                          

Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding 
during the period. Diluted earnings per share is computed by dividing income    
available to common shareholders by the weighted-average number of common shares
outstanding during the period increased to include the number of additional     
common shares that would have been outstanding if the dilutive potential common 
shares had been issued. The dilutive effect of the outstanding options would be 
reflected in diluted earnings per share by application of the treasury stock    
method. There is no dilutive effect to these options for the three months ended 
September 30, 2001 and 2002.                                                    

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Comprehensive Income                                                            

Comprehensive income as defined includes all changes in equity (net 
assets) during a period from non-owner sources. Accumulated other comprehensive 
income, as presented on the accompanying consolidated balance sheet consist of  
the net unrealized gains (losses) on securities, net of tax.                    

New Accounting Pronouncements                                                   

    Effective  July 1,2002,  the Company  adopted the Statement of Financial
Accounting   Standards  ("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  
Assets".  This  statement  is  effective  for the Company on July 1, 2002 (see  
intangible assets discussion above).                                            

Effective July 1,2002, the Company adopted the SFAS issued No. 143, 
"Accounting for Asset Retirement Obligations," which is effective for financial 
statements issued for fiscal years beginning after June 15, 2002. The adoption  
of SFAS 143 did not have a significant impact on its financial statements.      

    Effective July 1,2002, the Company adopted SFAS No. 144, "Accounting for
the Impairment Or Disposal of Long Lived Assets," which is effective for        
financial statements issued for fiscal years beginning after December 15, 2001. 
There was no impact from the adoption of this statement.                        

In April 2002, the FASB issued SFAS No. 145, "rescission of FASB    
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical   
Corrections. SFAS No. 145 provides guidance for income statement classification 
of gains and losses of debt and accounting for certain lease modifications that 
have economic effects that are similar to sale-leaseback transactions. SFAS No. 
145 requires that gains and losses from extinguishment of debt be classified as 
extraordinary items only if they meet the criteria in Accounting Principles     
Board Opinion No. 30 ("Opinion No. 30"). SFAS No. 145 is effective for years    
beginning after December 15, 2002. The Company is evaluating the impact of SFAS 
No. 145.                                                                        

    In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses financial accounting and     
reporting for costs associated with exit or disposal activities and supersedes  
EITF Issue 94-3, "Liability Recognition for Certain Employee Termination        
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred  
in a Restructuring)." SFAS 146 requires that a liability for a cost associated  
with an exit or disposal activity be recognized when the liability is incurred. 
Under Issue 94-3, a liability for an exit cost as defined in EITF 94-3 was      
recognized at the date of an entity's commitment to an exit plan. SFAS 146 also 
establishes that the liability should initially be measured and recorded at fair
value. SFAS No. 146 is to be applied prospectively to exit or disposal          
activities initiated after December 31, 2002. The Company is evaluating the     
impact of SFAS No. 146.                                                         

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(3) Inventories                                                                 

Inventories as of June 30, 2002 consisted of the following:         

                  Current   Non-current    Total
                  --------   -----------   -------

Stamps                         $   692     $   100      $   792             
Sports Collectibles              1,208         500        1,708             
Coins                            9,438         350        9,788             
Art                                 50         250          300             
Other                               37         200          237             
                  -------     -------      -------
                  $11,425     $ 1,400      $12,825
                  =======     =======      =======

Inventories as of September 30, 2002 consisted of the following:                

                  Current   Non-current    Total
                  --------   -----------   -------

Stamps                         $   459     $   100      $   559             
Sports Collectibles                965         500        1,465             
Coins                           10,465         350       10,815             
Art                                 45         250          295             
Other                               24         200          224             
                  -------     -------      -------
                  $11,958     $ 1,400      $13,358
                  =======     =======      =======

  The above inventory amounts reflect net realizable (LCM) allowances of
approximately $2,432 and $2,305 at June 30 and September 30, 2002, respectively.
The non-current inventory represents an estimate of total inventory, which is   
not expected to be sold within one year.                                        

         Inventories are stated at the lower of cost or market. In instances
where bulk purchases are made, the cost allocation is based on the relative     
market values of the respective goods. The Company has agreements with certain  
suppliers to share the net profits or losses attributable to the sale of        
specific items of inventory.                                                    

(4) Related-party Transactions                                                  

   Certain directors of the Company provide legal, computer and consulting
services to the Company. Such expenditures were approximately $90 and $129 for  
the three months ended September 30, 2001 and 2002, respectively.               

Included in Accounts Receivable at September 30 and June 30, 2002 is
approximately $41 which is due from Collectibles Realty Management (CRM) and    
will be collected in the ordinary course of business.                           

For the three months ended September 30, 2001 and 2002, purchases of
approximately $1,874 and $2,782, respectively were made to a former stockholder 
of Spectrum, who is a current stockholder of the Company. Additionally          
consulting fees in the amount of $9 and $233 were paid to this party in the     
quarters ended September 30, 2001 and 2002 respectively.                        

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  During the three months ended September 30, 2001 and 2002, the Company
paid Mr. Manning approximately $28 and $0, respectively, of debt guarantee fees.

   On June 17, 2002, the Company entered into an employment agreement with
Mr. Roberts, a director of the Company. In connection with the employment       
agreement, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600. The loan is required to be repaid on an annual basis in  
three equal installments commencing February 18, 2006; provided that if Mr.     
Roberts is employed by the Company on the date that an installment is due, that 
installment payment will be forgiven, and that if his employment is terminated  
for death, disability, without cause or with good reason (as defined), then the 
entire loan will be forgiven at the date of termination. If Mr. Roberts'        
employment terminates for cause or without good reason, then the outstanding    
amount of the loan will accelerate and be due and payable within 30 days of the 
date of termination. An aggregate of $525 has been disbursed under the loan     
agreement through the balance sheet date.                                       

      The Company has entered into an amendment to the employment agreement with
Mr. Roberts. Under the terms of the amendment, the employment term has been     
extended for an additional three years, to February 18, 2008; Mr. Roberts is    
entitled to receive a salary of $500 for the sixth year, $550 for the seventh   
year, and $600 for the eighth year; and Mr. Roberts was granted an additional   
500,000 stock options, which are exercisable at $2.00 per share and vest over   
four years.                                                                     

The Company had entered into an employment agreement with Mr. Greg  
Manning, Chief Executive Officer of the Company, which expired June 2002. Mr.   
Manning is continuing to perform under the terms of his old contract and the    
parties expect a new agreement to be entered into by the completion of the      
second fiscal quarter.                                                          

(5) Debt                                                                        

  The Company has a revolving credit agreement with Auctentia, S.A., a
wholly owned subsidiary of Afinsa to provide the Company with a credit facility 
of up to $2,000. Borrowings under this facility bear interest at an annual rate 
of 8%. The agreement also provides that any borrowings not repaid in accordance 
with the terms of the agreement may be converted into GMAI stock at the         
discretion of Afinsa. The agreement expires in April 2003. At June 30 and       
September 30, 2002, borrowing under this facility totaled $1,400 and $2,000,    
respectively.                                                                   

      Spectrum has a note payable collateralized by specific coin inventory with
an interest rate of 9% with quarterly payments of $500 commencing April 2002    
until the note is repaid in June 2003. Total borrowing under this note totaled  
$1,450 at June 30 and $1,000 at September 30, 2002.                             

Additionally Spectrum obtained a secured loan from a privately held 
capital coin fund for $4,500, which is due December 31, 2003. This loan is      
collateralized by certain inventories and bears interest at a rate of 10% per   
annum. Total borrowing under this line of credit totaled $4,000 at June 30 and  
$4,500 at September 30, 2002.                                                   

      There is an advance from a consignor which was, upon settlement, converted
to a demand loan bearing an interest rate of 8% per annum in the amount of $140 
at June 30, 2002 and September 30,2002.                                         

     The remaining notes payable consist of capital leases for the purchase of
equipment and they carry interest rates ranging from 13% to 21%. Total          
borrowings under the leases totaled $183 and $192 at June 30, 2002 and September
30, 2002.                                                                       

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(6) Major Customers                                                             

      The Company had one major customer that accounted for approximately 18% of
total revenue during the three months ended September 30, 2002 and 3% of        
accounts receivable at September 30, 2002. Such customer has certain supply and 
sales agreements with the Company. Major customers are considered to be those   
that accounted for more than 10% of sales.                                      

(7) Stock Option Exchange Offer                                                 

     On July 2, 2002, the Company commenced a tender offer to certain eligible
employees to exchange outstanding options to purchase shares of the Company's   
common stock granted under the GMAI 1997 Stock Incentive Plan that had an       
exercise price of $2.00 or more, for new options to purchase shares of the      
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions  
of the offer, the Company accepted for exchange on July 31, 2002 tendered old   
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the     
Company expects to grant new options to purchase a total of 1,380,375 shares of 
common stock on or about February 4, 2003. The exercise price of the new options
will be the closing price of the Company's common stock as reported on the      
NASDAQ National Market on the date of grant.                                    

(8) Supplementary Cash Flow Information                                         

Following is a summary of supplementary cash flow information:      

                          Three Months Ended
                           September 30,
                          (in thousands)
                           2001       2002
                          -------     ------
Interest paid                              $   331     $  212                 
Income taxes paid                               16         -                  

Summary of significant non-cash transactions:                                 

Issuance of shares                                                            
related to the acquisition                                                    
of GMD.                                         95     $   -                  

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Item 2. Management's Discussion and Analysis of Financial Condition and Results 
of Operations.                                                                  

 This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934, including, without limitation, statements regarding the   
Company's expectations, beliefs, intentions or future strategies that are       
signified by the words "expects", "anticipates", "intends", "believes", or      
similar language. All forward-looking statements included in this document are  
based on information available to the Company on the date hereof, and the       
Company assumes no obligation to update any such forward-looking statements.    
Actual results could differ materially from those projected in the              
forward-looking statements. In evaluating the Company's business, prospective   
investors should carefully consider the information set forth below, and in the 
Company's Form 10-K, and in its Proxy Statement, filed with the Securities and  
Exchange Commission on October 25, 2002 in addition to the other information set
forth herein. The Company cautions investors that its business and financial    
performance are subject to substantial risks and uncertainties.                 

Results of Operations (Amounts in thousands except as noted or per share        
information)                                                                    

General                                                                         

   The Company operates in one segment consisting of various collectibles,
which are summarized in the accompanying table:                                 

                                                        [Enlarge/Download Table]


                                                For the Three Months Ended           
                                    ------------------------------------------------ 
                                        September 30,                Percentages     
                                    ------------------           ------------------  
                                     2001          2002           2001          2002 
                                    ------        ------        ------        ------ 
                                                                                     
Aggregate Sales                     22,972        29,209           100%          100%
                                    ======        ======        ======        ====== 
       By Source:                                                                    
             A. Auction              5,082         4,834            22%           17%
             B. Sales of Inventory  17,890        24,375            78%           83%
                                    ------        ------        ------        ------ 
                                    22,972        29,209           100%          100%
                                    ======        ======        ======        ====== 
       By Market:                                                                    
             Philatelics             1,505         2,924             7%           10%
             Numismatics            17,429        25,284            76%           87%
             Sports Collectibles       980           899             4%            3%
             Diamond                  --            --               0%            0%
             Art                         6            16             0%            0%
             Other Collectibles      3,052            86            13%            0%
                                    ------        ------        ------        ------ 
                                    22,972        29,209           100%          100%
                                    ======        ======        ======        ====== 

    Aggregate sales consist of the aggregate proceeds realized from the sale
of property, which include the Company's commissions when applicable. Property  
sold by the Company is either consigned to it by the owner of the property, or  
is owned by the Company directly. Aggregate sales of the Company's inventory are
classified as such without regard as to whether the inventory was sold at       
auction or directly to a customer. Aggregate sales by auction and by private    
treaty represent the sale of property consigned by third parties.               

      The Company's revenues are represented by the sum of (a) the proceeds from
the sale of the Company's inventory, and (b) the portion of sale proceeds from  
auction or private treaty that the Company is entitled to retain after remitting
the sellers' share, consisting primarily of commissions paid by sellers and     
buyers. Generally, the Company earns a commission from the seller of 5% to 15%  
(although the commission may be slightly lower on high value properties) and a  
commission of 10% to 15% from the buyers.                                       

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The Company's operating expenses consist of the cost of sales of the
Company's inventory and general and administrative expenses and marketing       
expenses for the three months ended September 30, 2001 and 2002. General and    
administrative expenses are incurred to pay employees and to provide support and
services to those employees, including the physical facilities and data         
processing. Marketing expenses are incurred to promote the services of the      
Company to sellers and buyers of collectibles through advertising and public    
relations, producing and distributing its auction catalogs and conducting       
auctions.                                                                       

Three months ended September 30, 2002                                           
Compared with the three months ended September 30, 2001                         

    The Company recorded an increase in net revenues of approximately $6,735
(36%) from approximately $18,680 for the three months ended September 30, 2001  
to approximately $25,415 for the three months ended September 30, 2002.         

Sales of owned inventory increased during the current period by     
approximately $6,484 (36%) and also showed an increase in commissions earned of 
approximately $251 (32%), reflecting a increase in sales of consigned material. 
The majority of the increase in sales of owned inventory was the result of      
increased coin sales of $9,284 which included approximately $4,600 of sales to  
its major customer with the remaining increase reflecting a general increase in 
the market for collectible coins. This increase was offset by a decrease of     
sales of $2,507 reflecting the sale of the comic book and movie poster division 
in the quarter ended September 30, 2001.                                        

     Gross profit increased approximately $439 (20%) from approximately $2,179
for the three months ended September 30, 2001 to approximately $2,618 for the   
three months ended September 30, 2002. Gross profit margins decreased from 12%  
to 10% for the three months ended September 30, 2001 and 2002, respectively.    

     The Company's operating expenses decreased approximately $207 (7%) during
the three months ended September 30, 2002 as compared to the same period in the 
prior year. Marketing expenses decreased approximately $5 (2%), depreciation and
amortization decreased approximately $237 (65%), salaries and wages decreased   
approximately $39 (3%) and general and administrative expenses increased        
approximately $74 (6%). These decreases reflect the execution of the Company's  
strategic plan to complete changes to the infrastructure of the Company to react
to current market conditions experienced by the Company.                        

 These decreased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from  
16% during the three months ended September 30, 2001 to 11% for the same period 
ended September 30, 2002. As compared to aggregate sales, these costs decreased 
from 13.1% in September 2001 to 9.6% in 2002.                                   

Interest expense (net of interest income) for the three months ended
September 30, 2002 increased approximately $60 from approximately $103 to       
approximately $163.                                                             

The Company's effective tax rates for the three month periods ended 
September 30, 2001 and 2002 were approximately 0%, respectively. The rate is    
based on a full valuation allowance provided for all deferred tax attributes.   
This rate may change during the remainder of 2003 if operating results or       
acquisition related costs differ significantly from current projections.        

     The Company's decrease in operating losses of approximately $646, coupled
with a increase in interest expense net of interest income of approximately $60,
resulted in a decrease in net losses before                                     

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income taxes of approximately $586 for the current three month period, from     
approximately $925 to approximately $339 for the three months ended September   
30, 2001 and 2002, respectively.                                                

Liquidity and Capital Resources                                               

At September 30, 2002, the Company's working capital position was   
approximately $5,726, compared to approximately $6,541 as of June 30, 2002.This 
net decrease of approximately $850 was primarily due to increases in auction    
receivable of approximately $1,316, inventory of approximately $533 and advances
to consignors of approximately $179. These were offset by increases in demand   
notes payable of approximately $ 740 as additional funds were borrowed and by   
increases in amounts payable of $1,392 which was reflective of the increase in  
sales of coins.                                                                 

     The Company experienced a decrease in cash flow from investing activities
for the three months ended September 30, 2002 of approximately $550. This was   
primarily attributable to a loan to a related party of $525 and the acquisition 
of property and equipment and other purchased intangibles during the prior year.

      The Company experienced an increase in cash flow from financing activities
for the three months ended September 30, 2002 of approximately $3,415. This was 
primarily attributable to the increase in demand notes payable of approximately 
$740 for the three months ended September 30, 2002 as compared to a repayment of
demand notes payable of $4,150 and the proceeds from the sale of Common stock of
$1,400 for the three months ended September 30,2001.                            

The Company's need for liquidity and working capital is expected to 
increase as a result of any proposed business expansion activities. In addition 
to the need for such capital, and to enhance the Company's ability to offer cash
advances to a larger number of potential consignors of property (which          
management believes is an important aspect of the marketing of an auction       
business). In addition, the Company will likely require additional working      
capital in the future in order to further expand its sports trading card and    
sports memorabilia auction business as well as to acquire collectibles for sale 
in the Company's business.                                                      

    Management believes that the Company's cash flow from ongoing operations
supplemented by the Company's working capital credit facilities will be adequate
to fund the Company's working capital requirements for the next 12 months.      
However, to complete any of the Company's proposed expansion activities or to   
make any significant acquisitions, the Company may consider exploring financing 
alternatives including increasing its working capital credit facilities or      
raising additional debt or equity capital.                                      

   The decision to expand, the desired rate of expansion, and the areas of
expansion will be determined by management and the Board of Directors only after
careful consideration of all relevant factors. This will include the Company's  
financial resources and working capital needs, and the necessity of continuing  
its growth and position in its core business area of stamp auctions.            

Risk Factors                                                                    

     From time to time, information provided by the Company, including but not
limited to statements in this report, or other statements made by or on behalf  
of the Company, may contain "forward-looking" information within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934. Such statements involve a number of risks and             
uncertainties. The Company's actual results could differ materially from those  
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors                                                

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that could cause actual results to differ materially from those in any          
forward-looking statements made by or on behalf of the Company:                 

   o    The Company incurred a net loss of $13,177 for the fiscal year ended
       June 30, 2002. The Company is seeking to reduce operating expenses,
      optimize profitability and align resources with long-term business
        growth strategies, as well as to explore new sources of collectibles
         in an effort to increase margins and revenues from commissions. There
       can be no assurance, however, that these steps (or any others) will
  result in a significant improvement in the Company's financial
         condition, on either a short or long-term basis particularly in light
   of generally unfavorable economic conditions and changes in the
collectibles marketplace.                                   

   o    There can be no assurance that the proposed transactions with Afinsa
        Bienes Tangibles, S.A. and Auctentia, S.A., as previously disclosed,
          will be consummated, or if consummated, on the terms disclosed. If the
     transactions are not consummated, the Company will be required to
 obtain new sources of financing to replace its current credit
       facility, which expires shortly. If the Company fails to do so on a
          timely basis and upon satisfactory terms, the Company's operations and
cash flow could be materially and adversely affected.       

  o    If the revenue of the Company fails to offset operating expenses in
     the future, the Company may be required to fund future operations
      through the sale of additional common stock, which could cause the
    market price of the stock to decline, as well as have a dilutive
  effect on the value of the common stock currently outstanding.

   o    At times there may be a limited supply of collectibles available for
        sale by the Company, and such supply varies from time to time. While
         the Company generally has not experienced a lack of collectibles that
       has prevented it from conducting appropriately sized auctions on an
        acceptable schedule, no assurance can be given that the Company will
         be able to obtain consignments of suitable quantities of collectibles
   in order to conduct auctions of the size, and at the times, the
      Company may desire in the future. The Company's inability to do so
would have a material adverse effect on the Company.        

 o    The development and success of the Company's business has been and
   will continue to be dependent substantially upon its President,
          Chairman and Chief Executive Officer, Greg Manning. The unavailability
        of Mr. Manning, for any reason, would have a material adverse effect
   upon the business; operations and prospects of the Company if a
suitable replacement were not engaged.                      

  o    The development and success of Spectrum Numismatics, Inc's business
     has been and will continue to be dependent substantially upon its
       President, Greg Roberts. The unavailability of Mr. Roberts, for any
   reason, would have a material adverse effect upon the business;
          operations and prospects of the Company if a suitable replacement were
not engaged.                                                

o    The business of selling stamps, coins, and other collectibles at 
  auction and in retail sales is highly competitive. The Company
       competes with a number of auction houses and collectibles companies
          throughout the United States and the world. While the Company believes
that there is no dominant company in the stamp              

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          auction or collectibles business in which it operates, there can be no
    assurances that other companies with greater financial and other
resources and name recognition will not enter the market.   

     o    The Company may be adversely affected by the loss of a major customer.

   o    The Company may be adversely affected by the costs and other effects
       associated with (i) legal and administrative cases and proceedings;
        (ii) settlements, investigations, claims and changes in those items;
     and (iii) adoption of new, or changes in, accounting policies and
 practices and the application of such policies and practices.

    o    The Company intends to consider appropriate acquisition candidates as
   described in "Future Planned Expansion" herein. There can be no
        assurance that the Company will find or consummate transactions with
suitable acquisition candidates in the future.              

 o    The Company's operations may be adversely affected by governmental
          regulation and taxation of the Internet, which is subject to change. A
         number of legislative and regulatory proposals under consideration by
    federal, state, local and foreign governmental organizations may
        result in there being enacted laws concerning various aspects of the
     Internet, including online content, user privacy, access charges,
          liability for third-party activities, and jurisdictional issues. These
          laws could harm our business by increasing the Company's cost of doing
business or discouraging use of the Internet.               

o    The Company's business will be adversely affected if use of the  
        Internet by consumers, particularly purchasers of collectibles, does
        not continue to grow. A number of factors may inhibit consumers from
        using the Internet. These include inadequate network infrastructure,
    security concerns, inconsistent quality of service and a lack of
      cost-effective high-speed service. Even if Internet use grows, the
    Internet's infrastructure may not be able to support the demands
       placed on it by this growth and its performance and reliability may
 decline. In addition, many Web sites have experienced service
   interruptions as a result of outages and other delays occurring
      throughout the Internet infrastructure. If these outages or delays
          occur frequently in the future, use of the Internet, as well as use of
the Company's Web sites, could grow more slowly or decline. 

     o    In addition, the tax treatment of the Internet and electronic commerce
     is currently unsettled. A number of proposals have been made that
        could result in Internet activities, including the sale of goods and
        services, being taxed. The U.S. Congress has passed the Internet Tax
          Information Act, which placed a three-year moratorium on new state and
 local taxes on Internet commerce and is currently considering
    extending such moratorium. There may, however, be enacted in the
        future laws that change the federal, state or local tax treatment of
the Internet in a way that is detrimental to our business.  

    o    Some local telephone carriers claim that the increasing popularity of
the Internet has burdened the existing telecommunications   
 infrastructure and that many areas with high Internet use are
   experiencing interruptions in telephone service. These carriers

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          have petitioned the Federal Communications Commission to impose access
         fees on Internet service providers. If these access fees are imposed,
      the cost of communicating on the Internet could increase, and this
         could decrease the demand for the Company's services and increase its
cost of doing business.                                     

 o    The Company holds rights to various Web domain names. Governmental
   agencies typically regulate domain names. These regulations are
         subject to change. The Company may not be able to acquire or maintain
appropriate domain names in all countries in which it or its
     affiliates do business. Furthermore, regulations governing domain
          names may not protect the Company's trademarks and similar proprietary
   rights. The Company may be unable to prevent third parties from
         acquiring domain names that are similar to, infringe upon or diminish
       the value of the Company's trademarks and other proprietary rights.

   o    The Company cannot accurately forecast revenues of its business. The
    Company may experience significant fluctuations in its quarterly
          operating results. Future fluctuations in operating results or revenue
 shortfalls could adversely affect the success of the Company.

  o    The popularity of collectibles could decline. This could affect the
        market value of inventory the Company currently holds or may hold in
the future.                                                 

     o    The Company's future results of operations could be adversely affected
   by changes in accounting standards promulgated by the Financial
       Accounting Standards Board, the Securities and Exchange Commission,
and the American Institute of Certified Public Accountants. 

This list should not be considered an exhaustive statement of all-potential     
risks and uncertainties.                                                        

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Item 3. Quantitative and Qualitative Disclosures About Market Risk              

   Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse     
changes in financial market prices, including interest rate risk, foreign       
currency exchange rate risk, investment risk, commodity price risk and other    
relevant market rate or price risks.                                            

    The Company currently has no activities that would expose it to interest
rate or foreign currency exchange rate risks.                                   

Investment Risk. The Company maintains investments in equity instruments of     
public and privately held companies for business and strategic purposes. These  
investments are included in marketable securities and other long-term assets and
are accounted for under the cost method when ownership is less than 20% and the 
Company does not have the ability to exercise significant influence over        
operations. For these investments, the Company's policy is to regularly review  
the assumptions underlying the operating performance and cash flow forecasts in 
assessing the carrying values. The Company identifies and records impairment    
losses on long-lived assets when events and circumstances indicate that such    
assets might be impaired.                                                       

Commodity Price Risk. The Company may, at times, be exposed to commodity price  
risk on certain inventory products. The Company historically and currently has  
not experienced any significant commodity price risks.                          

Item 4. Controls and Procedures                                                 

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange   
Act reports is recorded, processed, summarized and reported within the time     
periods specified in the SEC's rules and forms, and that such information is    
accumulated and communicated to the Company's management, including its Chief   
Executive Officer and Chief Financial Officer, as appropriate, to allow timely  
decisions regarding required disclosure. Within 90 days prior to the date of    
this report, the Company carried out an evaluation, under the supervision and   
with the participation of the Company's management, including the Company's     
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls  
and procedures pursuant to Exchange Act Rule 13a-14.                            

      Based upon the foregoing, the Company's Chief Executive Officer along with
the Company's Chief Financial Officer concluded that the Company's disclosure   
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors that could significantly    
affect internal controls subsequent to the date the Company completed its       
evaluation.                                                                     

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GREG MANNING AUCTIONS, INC.                             

Part II - OTHER INFORMATION                                                     

Item 1. Legal Proceedings                                                       

None                                                    

Item 2. Changes in Securities                                                   

None                                                    

Item 3. Defaults Upon Senior Securities                                         

None                                                    

Item 4. Submission of Matters to a Vote of Security Holders                     

None                                                    

Item 5. Other Information.                                                      

None                                                    

Item 6. Exhibits and Reports on Form 8-K                                        

(a) Exhibits                                            

          Exhibit 99.1: Certification Pursuant to 18 U.S.C. Section 1350, as
          Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                         

          Exhibit 99.2: Certification Pursuant to 18 U.S.C. Section 1350, as
          Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                         

(b) Reports on Form 8-K                                 

None                                        

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SIGNATURES

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

                   GREG MANNING AUCTIONS, INC.

Dated:  November 6, 2002                                                        
          /s/ Greg Manning
                           -----------------------------------
    Greg Manning
                            Chairman and Chief Executive Officer

            /s/ Larry Crawford
..                                   -----------------------------------        
      Larry Crawford
               Chief Financial Officer

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 GREG MANNING AUCTIONS, INC.
 SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION

I, Greg Manning, certify that:                                                  

1.        I have reviewed this quarterly report on Form 10-Q of Greg Manning    
Auctions, Inc.;                                             

2.        Based on my knowledge, this annual report does not contain any untrue 
 statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                

3.        Based on my knowledge, the financial statements, and other financial  
     information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                                      

4.        The registrant's other certifying officer and I are responsible for   
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:                                                

        a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
quarterly report is being prepared;               

   b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;         

5.        The registrant's other certifying officer and I have disclosed, based 
       on our most recent evaluation, to the registrant's auditors and the
  audit committee of registrant's board of directors (or persons
performing the equivalent function):                        

   a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
weaknesses in internal controls; and              

        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
internal controls; and                            

6.    The registrant's other certifying officer and I have indicated in this    
      quarterly report whether or not there were significant changes in internal
 controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and  
material weaknesses.                                                

Dated:   November 6, 2002                                                       

        /s/ Greg Manning
                        --------------------------------
                         Greg Manning, President and Chief
         Executive Officer

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I, Larry Crawford, certify that:                                                

1.        I have reviewed this quarterly report on Form 10-Q of Greg Manning    
Auctions, Inc.                                              

2.        Based on my knowledge, this quarterly report does not contain any     
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                

3.        Based on my knowledge, the financial statements, and other financial  
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                                      

4.        The registrant's other certifying officer and I are responsible for   
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:                                                

        d)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
quarterly report is being prepared;               

   e)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

     f)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;         

5.        The registrant's other certifying officer and I have disclosed, based 
       on our most recent evaluation, to the registrant's auditors and the
  audit committee of registrant's board of directors (or persons
performing the equivalent function):                        

   b)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
weaknesses in internal controls; and              

        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
internal controls; and                            

6.    The registrant's other certifying officer and I have indicated in this    
      quarterly report whether or not there were significant changes in internal
 controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and  
material weaknesses.                                                

Dated:      November 6, 2002                                                    

          /s/ Larry Crawford
                           -----------------------------------
                                Larry Crawford, Executive Vice President
                   and Chief Financial Officer

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                                                                    Exhibit 99.1

 GREG MANNING AUCTIONS, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Greg Manning Auctions, 
Inc. for the period ended September 30, 2002, I, Greg Manning, President and    
Chief Executive Officer of Greg Manning Auctions, Inc., hereby certify pursuant 
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act 
of 2002, that:                                                                  

    1.   this Form 10-Q for the period ended September 30, 2002 fully complies
     with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and                                   

2.   the information contained in this Form 10-Q for the period ended 
     September 30, 2002 fairly presents, in all material respects, the
 financial condition and results of operations of Greg Manning
Auctions, Inc.                                              

Dated:      November 6, 2002                                                    

                    /s/ Greg Manning
                                        ------------------------------------
                                     Greg Manning, President and Chief
                     Executive Officer

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                                                                    Exhibit 99.2

 GREG MANNING AUCTIONS, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Greg Manning Auctions, 
Inc. for the period ended September 30, 2002, I, Larry Crawford, Executive Vice 
President and Chief Financial Officer of Greg Manning Auctions, Inc., hereby    
certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the   
Sarbanes-Oxley Act of 2002, that:                                               

    1.   this Form 10-Q for the period ended September 30, 2002 fully complies
     with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and                                   

2.   the information contained in this Form 10-Q for the period ended 
     September 30, 2002 fairly presents, in all material respects, the
 financial condition and results of operations of Greg Manning
Auctions, Inc.                                              

Dated:      November 6, 2002                                                    

          /s/ Larry Crawford
                           -----------------------------------
                                Larry Crawford, Executive Vice President
                   and Chief Financial Officer

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Appendix I

GMAI Form 10-Q for the Three-Month
Period ended December 31, 2002

I-1 

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-Q

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE     
ACT OF 1934                                                         

For the quarterly period ended December 31, 2002                                
------------------  

OR        

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
ACT OF 1934                                                         

For the transition period ________ to ________                                  

Commission file number 1-11988

 GREG MANNING AUCTIONS, INC.
(Exact name of Registrant as specified in its Charter)

    Delaware                                              22-2365834
 ----------------------------                                -----------------
(State or other jurisdiction of                               (I.R.S. Employer  
 incorporation or organization)                              Identification No.)

775 Passaic Avenue                                                
West Caldwell, New Jersey                                      07006    
---------------------------------------                          ----------     
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number, including area code:  (973) 882-0004             
                                        --------------

Check whether the Issuer (1) has filed all reports required to be filed by      
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 
12 months (or for such shorter period that the Registrant was required to file  
such reports), and (2) has been subject to filing requirements for the past 90  
days.                                                                           
Yes    X        No _____                                                        
-------                                                                 

As of January 22, 2003, Issuer had 12,703,304 shares of its Common Stock        
outstanding.                                                                    

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 GREG MANNING AUCTIONS, INC.

 Table of Contents

                                                                     Page Number
                                                                     -----------

PART I.     FINANCIAL INFORMATION                                               

Item 1.  Condensed Consolidated Financial Statements (Unaudited)                

Condensed Consolidated Balance Sheets at                      
        June 30, 2002 and December 31, 2002                                  3

Condensed Consolidated Statements of Operations for the       
        three and six months ended December 31, 2001 and 2002                4

   Condensed Consolidated Statements of Stockholders' Equity for the
        six months ended December 31, 2002                                   5

Condensed Consolidated Statements of Cash Flows for the       
        six months ended December 31, 2001 and 2002                          6

 Condensed Consolidated Statement of Comprehensive Income (Loss)
        for the six months ended December 31, 2001 and 2002                  7

        Notes to Condensed Consolidated Financial Statements                 8

Item 2.  Management's Discussion and Analysis of Financial                      
        Condition and Results of Operations                                 17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          25 

PART II.    OTHER INFORMATION                                                   

Item 1.  Legal Proceedings                                                   25 

Item 2.  Changes in Securities                                               25 

Item 3.  Defaults Upon Senior Securities                                     25 

Item 4.  Submission of Matters to a Vote of Security Holders                 25 

Item 5.  Other Information                                                   25 

Item 6.  Exhibits and Reports on Form 8-K                                    25 

Signatures                                                                   26 

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PART I. FINANCIAL INFORMATION                                                   

                                                        [Enlarge/Download Table]


                           GREG MANNING AUCTIONS, INC.                                    
                      Condensed Consolidated Balance Sheets                               
                  (amounts in thousands except per share data)                            

                                                                 June 30,     December 31,
                                                                   2002          2002     
                                                                -----------  ------------ 
                    Assets                                       (Audited)    (Unaudited) 
                    ------                                                                
 Current Assets                                                                           

                                                                                          
  Cash and Cash Equivalents                                      $  2,169      $  1,442   

  Accounts Receivable, net                                                                
      Auctions and Trade Receivable                                 6,979         6,643   

      Advances to Consignors                                        1,164         1,195   
          Other                                                      --              57   

  Inventory                                                        11,425        12,302   
  Deferred Tax Asset                                                 --            --     
  Prepaid Expenses                                                    380           887   
                                                                 --------      --------   
      Total Current Assets                                         22,117        22,526   

Property and Equipment, Net                                           948           830   
Goodwill, Net                                                       1,516         1,516   
Other Purchased Intangibles, Net                                    1,065         1,034   
Marketable Securities                                                  76            69   
Other Non-Current Assets                                                                  
  Deferred Tax Asset                                                 --            --     
  Loans Receivable - Related Party                                   --             600   
  Inventory                                                         1,400         1,400   
  Other                                                               226           210   
                                                                 --------      --------   
      Total Assets                                               $ 27,348      $ 28,185   
                                                                 ========      ========   

            Liabilities and Stockholders' Equity                                          

Current Liabilities                                                                       

  Demand Notes Payable                                           $  1,400      $  2,000   

  Notes Payable and Capital Leases                                  5,657         4,982   
  Payable to Third Party Consignors                                 2,945         2,234   
  Accounts Payable                                                  4,062         6,947   
  Advances Payable                                                   --             717   
  Accrued Expenses                                                  1,512           903   
                                                                 --------      --------   
      Total Current Liabilities                                    15,576        17,783   
  Notes Payable - Long Term                                           116            82   
                                                                 --------      --------   
      Total Liabilities                                            15,692        17,865   

Stockholders' Equity                                                                      

Preferred Stock, $.01 par value. Authorized                                               
  10,000 shares; none issued                                                              
Common Stock, $.01 par value                                                              
  Authorized: 40,000 shares                                                               
  Issued: June 30, 2002-13,072 shares                                 130           130   
  Issued: December 31, 2002-13,072 shares                                                 
Additional paid in capital                                         45,842        45,842   
Accumulated other comprehensive income:                                                   
  Unrealized loss on marketable securities                                                
      net of tax                                                     (309)         (337)  
Accumulated Deficit                                               (31,459)      (32,767)  
Treasury stock, at cost:                                                                  
  368 shares at June 30 and December 31,                                                  
  2002, respectively                                               (2,548)       (2,548)  
                                                                 --------      --------   
      Total Stockholders' Equity                                   11,656        10,320   
                                                                 --------      --------   
      Total Liabilities and Stockholders' Equity                 $ 27,348      $ 28,185   
                                                                 ========      ========   

 See accompanying notes to condensed consolidated financial statements

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                           GREG MANNING AUCTIONS, INC.                                                   
                      Consolidated Statements of Operations                                              
                 For the Three and Six Months Ended December 31,                                         
                  (amounts in thousands except per share data)                                           
                                   (Unaudited)                                                           

                                                     Three Months Ended           Six Months Ended       
                                                         December 31,                December 31,        
                                                 ---------------------------   --------------------------

                                                    2001              2002       2001            2002    
                                                 ----------        ---------   ---------       --------- 

Operating Revenues                                                                                       

                                                                                                         
 Sales of merchandise                            $   16,474         $ 18,452   $ 34,365         $ 42,827 
 Commissions earned                                     962              902      1,750            1,942 
                                                   --------         --------   --------         -------- 
 Total Revenues                                      17,436           19,354     36,115           44,769 

 Cost of merchandise sold                            15,030           17,073     31,531           39,869 
                                                   --------         --------   --------         -------- 
 Gross profit                                         2,406            2,281      4,584            4,900 

 Operating Expenses                                                                                      
General and Administration                            1,259            1,361      2,399            2,574 
 Salaries and Wages                                   1,069            1,207      2,214            2,315 
Depreciation and Amortization                           341              119        703              244 
 Marketing                                              327              362        681              711 
                                                   --------         --------   --------         -------- 
Total Operating Expenses                              2,996            3,049      5,997            5,844 
                                                   --------         --------   --------         -------- 
Operating Loss                                         (590)            (768)    (1,413)            (944)
                                                   --------         --------   --------         -------- 

 Other Income (expense)                                                                                  
 Interest Income                                       --                 37         92               87 
 Interest Expense                                      (188)            (239)      (381)            (451)
Loss from operations of                                                                                  
investees                                              (250)                       (250)                 
                                                   --------         --------   --------         -------- 
Loss before income taxes                             (1,028)            (970)    (1,952)          (1,308)
 Provision for income taxes                            --               --         --               --   
                                                    --------         --------   --------        -------- 
 Net Loss                                            (1,028)        $   (970)  $ (1,952)        $ (1,308)
                                                   ========         ========   ========         ======== 

 Basic Loss per Share                                                                                    
Weighted average shares                                                                                  
outstanding                                          12,611           12,703     12,611           12,703 
 Basic loss per share                                 (0.08)        $  (0.08)  $  (0.15)        $  (0.10)
                                                   ========         ========   ========         ======== 

 Diluted Loss per Share                                                                                  
Weighted average shares                                                                                  
outstanding                                          12,611           12,703     12,611           12,703 
 Diluted loss per share                          $    (0.08)        $  (0.08)  $  (0.15)        $  (0.10)
                                                   ========         ========   ========         ======== 

 See accompanying notes to condensed consolidated financial statements

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                           GREG MANNING AUCTIONS, INC.                                                                         
            Condensed Consolidated Statement of Stockholders' Equity                                                           
                        July 1, 2002 to December 31, 2002                                                                      
                             (amounts in thousands)                                                                            
                                   (Unaudited)                                                                                 

                                                                             Unrealized                                        
                                         Common Stock          Additional    Gain(Loss)                              Total     
                                   -----------------------      Paid-In    On Marketable  Accumulated   Treasury  Stockholders'
                                     Shares         $           Capital      Securities     Deficit       Stock      Equity    
                                   ----------     --------     ---------   -------------  -----------   --------  ------------ 

                                                                                                                               
Balance, June 30, 2002               $ 13,072     $    130      $ 45,842     $   (309)     $(31,459)   $ (2,548)    $ 11,656   

 Unrealized loss from                                                                                                          
     Marketable securities                                                        (28)                                   (28)  

 Net Loss, December 31,2002                                                                  (1,308)                  (1,308)  
                                     --------     --------      --------     --------      --------    --------     --------   
 Balance,  December 31,2002          $ 13,072     $    130      $ 45,842         (337)     $(32,767)   $ (2,548)    $ 10,320   
                                     ========     ========      ========     ========      ========    ========     ========   

 See accompanying notes to condensed consolidated financial statements

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                                                                [Download Table]


                          GREG MANNING AUCTIONS, INC.                              
                Condensed Consolidated Statements of Cash Flows                    
                     For the Six Months Ended December 31,                         
                            (amounts in thousands)                                 
                                  (Unaudited)                                      

                                                                   2001      2002  
                                                                 --------  --------

Cash flows from operating activities:                                              

                                                                                   
    Net Loss                                                     $(1,952)  $(1,308)
    Adjustments to reconcile net loss to net                                       
      cash from operating activities:                                              
       Depreciation and amortization                                 710       244 
       Provision for bad debts                                       (44)       30 
       Common Stock issued for services                               95      --   
      Equity in loss of equity method investee                       250           
        250 (Increase) decrease in assets:                                         
         Auctions receivable                                       2,891       271 
         Advances to consignors                                      359         4 
         Other                                                      --         (57)
         Inventory                                                  (445)     (877)
         Prepaid expenses and deposits                              (169)     (508)
         Other assets                                                240        15 
       Increase (decrease) in liabilities:                                         
         Payable to third-party consignors                        (1,221)     (712)
         Accounts payable                                         (1,162)    2,884 
         Accrued expenses and other liabilities                     (654)     (627)
         Advances Payable                                           --         717 
         Advance from Related Party                                  (90)     --   
                                                                 -------   ------- 
                                                                  (1,192)       76 

Cash flows from investing activities                                               
    Capital expenditures for property and equipment                  (61)      (95)
    Loans Receivable - Related Party                                          (600)
    Investment in equity method investee                            (250)          
                                                                 -------   ------- 
                                                                    (311)     (695)
Cash flows from financing activities:                                              
    Net proceeds from (repayment of) demand                                        
    notes payable                                                 (3,500)      600 
    Net proceeds from (repayment of ) loans payable                1,894      (708)
    Proceeds from sale of Common Shares                            1,950      --   
                                                                 -------   ------- 
                                                                     344      (108)

Net change in cash and cash equivalents                           (1,159)     (727)
Cash and cash equivalents:                                                         
    Beginning of period                                                            
                                                                   2,158     2,169 
                                                                 -------   ------- 
    End of period                                                $   999   $ 1,442 
                                                                 =======   ======= 

 See accompanying notes to condensed consolidated financial statements

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 GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
 For the Six Months Ended December 31,
(amounts in thousands)
 (Unaudited)

                                                           2001         2002
                                                          -------      -------
Net Loss                                                   $(1,952)     $(1,308)

Other Comprehensive Income (Loss)                                               
      Unrealized loss on securities, net of tax                (62)         (28)
                                                          -------      -------
                                                           $(2,014)     $(1,336)
                                                          =======      =======

See accompanying notes to condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements                            
(amounts in thousands except per share amounts or as noted)                     

(1)  Organization, Business and Basis of Presentation                           

    Greg Manning Auctions, Inc. together with its wholly-owned subsidiaries,
Ivy and Mader Philatelic Auctions, Inc., Greg Manning Galleries, Inc., Teletrade
Inc., Spectrum Numismatics International, Inc., Kensington Associates L.L.C. and
Greg Manning Direct, Inc. (the "Company") is an eCommerce and collectibles      
company as well as a public auctioneer of collectibles, including rare stamps,  
stamp collections and stocks, sports trading cards and memorabilia, fine art and
coins. The Company conducts both in-person event auctions and electronic        
auctions via the Internet and touch-tone telephone. The Company accepts property
for sale at auctions from sellers on a consignment basis, and earns a commission
on the sale.                                                                    

      The accompanying condensed consolidated balance sheets as of June 30, 2002
and December 31, 2002 and related condensed consolidated statements of          
operations, stockholders' equity, cash flows and comprehensive income for the   
three and six month periods ended December 31, 2001 and 2002 have been prepared 
from the books and records maintained by the Company, in accordance with        
generally accepted accounting principles for interim financial information and  
with the instructions to Form 10-Q. Accordingly, they do not include all        
information and disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all            
adjustments, which are of a normal recurring nature, considered necessary for a 
fair presentation have been included. For further information, refer to the     
consolidated financial statements and disclosures thereto in the Company's Form 
10-K for the year ended June 30, 2002 filed with the Securities and Exchange    
Commission. The results of operations for such periods are not necessarily      
indicative of the results expected for the full fiscal year or for any future   
period.                                                                         

(2) Summary of Certain Significant Accounting Policies                          

Revenue Recognition                                                             

 The Company accounts for revenue recognition in accordance with Staff
Accounting Bulletin No. 101, ("SAB 101"), which provides guidance on the        
recognition, presentation and disclosure of revenue in financial statements, and
Emerging Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross as 
a Principal vs. Net as an Agent" which provides guidance on the recognition of  
revenue gross as a principal versus net as an agent.                            

The Company derives revenues from two primary sources:                

1.    Auction Revenue:                                                          

     Revenue is recognized when consigned collectibles are sold at auction and
is represented by an auction commission received from the buyer and seller.     
Auction commissions represent a percentage of the hammer price at auction sales 
as paid by the buyer and the seller. Such amounts of revenue are recorded on a  
net basis as commission revenue.                                                

 The Company also sells its own inventory at auction. Revenue of owned
inventory is recognized when sold at auction. Such amounts of revenue are       
recorded on a gross basis as sales of merchandise. Additionally, the Company is 
entitled to auction commissions paid by the buyer. Sales returns have not been  
material.                                                                       

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2.    Private Treaty Sales:                                                     

   Private treaty sales represent sales of consigned property and sales of
owned inventory.                                                                

      Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned property to a third party at a 
privately negotiated price. In such a transaction, the owner may set selling    
price parameters for the Company, or the Company may solicit selling prices for 
the owner, and the owner may reserve the right to reject any selling price. The 
Company does not guarantee a fixed price to the owner, which would be payable   
regardless of the actual sales price ultimately received. The Company recognizes
as private treaty revenue an amount equal to a percentage of the sales price.   
Such amounts of revenue are recorded on a net basis as commission revenue and   
are recognized when sold.                                                       

    Private treaty sales of owned inventory occur when the Company sells its
goods directly to a customer either wholesale or retail. Revenue with respect to
private treaty revenues is recognized when delivered or released to the customer
for acceptance or to a common carrier for delivery. Such amounts of revenue are 
recorded on a gross basis as sales of merchandise. Sales returns have not been  
material.                                                                       

The Company does not provide any guarantee with respect to the      
authenticity of property offered for sale at auction. Each lot is sold as       
genuine and as described by the Company in the catalogue. When however, in the  
opinion of a competent authority mutually acceptable to the Company and the     
purchaser, a lot is declared otherwise, the purchase price will be refunded in  
full if the lot is returned to the Company within a specified period. In such   
event, the Company will return such lot to the consignor before a settlement    
payment has been made to such consignor for the lot in question. To date,       
returns have not been material. Large collections are generally sold on an "as  
is" basis.                                                                      

Principles of Consolidation                                                     

     The consolidated financial statements of the Company include the accounts
of its wholly owned subsidiaries. All intercompany accounts and transactions    
have been eliminated in consolidation. The Company accounts for all investments 
in investees under the cost method of accounting when such investment ownership 
is less than 20%. The Company accounts for investments in investees under the   
equity method of accounting when the Company owns more than 20% of the entity,  
but less than majority owned and not otherwise controlled by the Company.       

Accounts Receivable                                                             

Accounts receivable consists of auction or trade receivables and  
consignor advances.                                                             

      Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended      
beyond 90 days.                                                                 

Advances to consignors represent advance payments, or loans, to the 
consignor prior to the auction sale, collateralized by the items received and   
held by the Company for the auction sale and the proceeds from such sale.       
Interest on such amounts is generally charged at an annual rate of 12%. Such    
advances generally are not outstanding for more than six months from the date of
the note.                                                                       

    As of June 30 and December 31, 2002, the allowance for doubtful accounts
included in auction receivables was approximately $1,077 and $1,050,            
respectively.                                                                   

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Intangible Assets                                                               

Goodwill                                                            

Effective July 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible Assets". 
SFAS 142 requires that goodwill and intangible assets with indefinite useful    
lives no longer be amortized, but instead be tested for impairment at least     
annually in accordance with the provisions of Statement 142. Statement 142 also 
requires that intangible assets with estimable useful lives be amortized over   
their respective estimated useful lives to their estimated residual values, if  
any, and reviewed for impairment in accordance with SFAS Statement No. 121,     
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". Upon adoption, the Company re-evaluated the future estimated   
useful lives of its intangible assets that have an indefinite life.             

     SFAS 142 is effective for the Company for fiscal 2003. Accordingly, the
Company no longer amortizes its goodwill and is required to complete a two-step 
test for impairment annually. The first step of the goodwill impairment test,   
used to identify potential impairment, compares the fair value of a reporting   
unit with its carrying amount, including goodwill. If the carrying amount of the
reporting unit exceeds its fair value, the second step of the goodwill          
impairment test must be performed to measure the amount of the impairment loss, 
if any.                                                                         

 The Company evaluates the recoverability of goodwill and intangible
assets using undiscounted cash flows which determines if the carrying value of  
goodwill and other intangibles are impaired. The amount of impairment is        
measured based on discounted future cash flows using the Company's average cost 
of funds. For the six months ended December 31, 2002, the Company performed this
analysis with assistance from an independent valuation expert. The tests the    
Company performed compared the expected future discounted cash flows for a      
five-year period, to the carrying amount of the long-lived assets resulting from
purchase business combinations. In performing these analyses, the Company uses  
the best information available in the circumstances including reasonable and    
supportable assumptions and projections. Based on a review of the analyses      
prepared by an independent valuation expert and its own reviews, management has 
concluded that the fair value exceeded the carrying value as of December 31,    
2002 and therefore no impairment existed at that date. Because the Company      
satisfied the requirements of the first step of the impairment test, the second 
step of the impairment is not necessary. In the future, the Company will be     
required to complete the impairment test annually. Total accumulated            
amortization of goodwill at June 30, and December 31, 2002 was approximately    
$6,936.                                                                         

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The following table presents the transitional disclosures required by SFAS 142: 

(Dollars in thousands, except per share data)                         
                                                      December 31,
                                                     2002           2001
                                                      ---------     ----------

Reported net income (loss)                             $  (1,308)     $  (1,952)
Add back: Amortization of goodwill                          --              262 
                                                      ---------      ---------
Adjusted net income (loss)                                (1,308)     $  (1,690)
                                                      =========      =========

BASIC EARNINGS(LOSS) PER COMMON SHARE:                                          
Reported net income (loss)                             $   (0.10)     $   (0.15)
Add back: Amortization of goodwill                          --             0.02 
                                                      ---------      ---------
Adjusted net income (loss)                                 (0.10)     $   (0.13)
                                                      =========      =========

DILUTED EARNINGS(LOSS) PER COMMON SHARE:                                        
Reported net income (loss)                             $   (0.10)     $   (0.15)
Add back: Amortization of goodwill                          --             0.02 
                                                      ---------      ---------
Adjusted net income (loss)                                 (0.10)     $   (0.13)

Other Purchased Intangibles                                         

At June 30, 2002 and December 31, 2002, acquired intangible assets were         
comprised of the following (in thousands):                                      

June 30, 2002       Estimated      Gross                                        
            Useful Lives   Carrying      Accumulated      Net Book
            (Years)       Amount       Amortization      Value
---------------------------------------------------------------------------     
Trademarks             16        $    3,000     $   (2,015)      $    985       
Customer Lists                        1,105         (1,025)            80       
---------------------------      ----------     ---------        --------       
                          $    4,105     $   (3,040)      $  1,065
                          ==========     ==========       ========

December 31,   Estimated                                                        
2002                               Gross                                        
         Useful Lives       Carrying     Accumulated        Net Book
         (Years)            Amount     Amortization        Value
---------------------------------------------------------------------------     
Trademarks          16           $    3,000     $  (2,046)       $    954       
Customer Lists                        1,105        (1,025)             80       
----------------------------     ----------     ---------        ---------      
                          $    4,105     $  (3,071)       $  1,034
                           ==========     ==========       =========

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All of the Company's intangible assets are subject to amortization. Amortization
expense including goodwill for acquired intangible assets for the three and six 
months ended December 31, 2001 were approximately $84 and $150, respectively,   
and for the three and six months ended December 31, 2002 was approximately $15  
and $31, respectively.                                                          

Estimated amortization expense on an annual basis for the succeeding five years 
is as follows (in thousands):                                                   

Twelve Month Period Ended                                                       
December 31,                   Amount                                           
-----------------------------------------------                                 
2003                           $    62                                          
2004                                62                                          
2005                                62                                          
2006                                62                                          
2007                                62                                          
Thereafter                         724                                          
-------           
Total                          $ 1,034                                          
=======           

Investments                                                                     

    The Company accounts for marketable securities pursuant to the Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities. Under this statement, the Company's marketable      
securities with a readily determinable fair value have been classified as       
available for sale and are carried at fair value with an offsetting adjustment  
to Stockholders' Equity. Net unrealized gains and losses for temporary changes  
in fair value of marketable securities are credited or charged to a separate    
component of Stockholders' Equity.                                              

    Marketable securities available for sale as of June 30, and December 31,
2002 is as follows:                                                             

                                                 Market     Unrealized
                                     Cost         Value      Gain (Loss)
                                     ----         -----      -----------

June 30, 2002           Common Stock     $ 385        $   76       $ (309)      
                                  =====        ======       ======

December 31, 2002       Common Stock     $ 385        $   69       $ (337)      
                                  =====        ======       ======

Advances Payable                                                                

      Advances payable are cash advances on inventory consigned to a third party
for sale by the third party at a later date at which time the advance will be   
deducted from the proceeds. The balances were $0 and $717 as of December 31,    
2001 and 2002 respectively.                                                     

Earnings (loss) per common and common equivalent share                          

Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding 
during the period. Diluted earnings per share is computed by dividing income    
available to common shareholders by the weighted-average                        

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number of common shares outstanding during the period increased to include the  
number of additional common shares that would have been outstanding if the      
dilutive potential common shares had been issued. The dilutive effect of the    
outstanding options would be reflected in diluted earnings per share by         
application of the treasury stock method. There is no dilutive effect to these  
options for the six months ended December 31, 2001 and 2002.                    

Comprehensive Income                                                            

Comprehensive income as defined includes all changes in equity (net 
assets) during a period from non-owner sources. Accumulated other comprehensive 
income, as presented on the accompanying consolidated balance sheet consist of  
the net unrealized gains (losses) on securities, net of tax.                    

New Accounting Pronouncements                                                   

    Effective  July 1,2002,  the Company  adopted the Statement of Financial
Accounting   Standards  ("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  
Assets".  This  statement  is  effective  for the Company on July 1, 2002 (see  
intangible assets discussion above).                                            

    Effective July 1,2002, the Company adopted the SFAS No. 143, "Accounting
for Asset Retirement Obligations," which is effective for financial statements  
issued for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 
did not have a significant impact on its financial statements.                  

    Effective July 1,2002, the Company adopted SFAS No. 144, "Accounting for
the Impairment Or Disposal of Long Lived Assets," which is effective for        
financial statements issued for fiscal years beginning after December 15, 2001. 
There was no impact from the adoption of this statement.                        

In April 2002, the FASB issued SFAS No. 145, "rescission of FASB    
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical   
Corrections. SFAS No. 145 provides guidance for income statement classification 
of gains and losses of debt and accounting for certain lease modifications that 
have economic effects that are similar to sale-leaseback transactions. SFAS No. 
145 requires that gains and losses from extinguishment of debt be classified as 
extraordinary items only if they meet the criteria in Accounting Principles     
Board Opinion No. 30 ("Opinion No. 30"). SFAS No. 145 is effective for years    
beginning after December 15, 2002. The Company is evaluating the impact of SFAS 
No. 145.                                                                        

    In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses financial accounting and     
reporting for costs associated with exit or disposal activities and supersedes  
EITF Issue 94-3, "Liability Recognition for Certain Employee Termination        
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred  
in a Restructuring)." SFAS 146 requires that a liability for a cost associated  
with an exit or disposal activity be recognized when the liability is incurred. 
Under Issue 94-3, a liability for an exit cost as defined in EITF 94-3 was      
recognized at the date of an entity's commitment to an exit plan. SFAS 146 also 
establishes that the liability should initially be measured and recorded at fair
value. SFAS No. 146 is to be applied prospectively to exit or disposal          
activities initiated after December 31, 2002. The Company is evaluating the     
impact of SFAS No. 146.                                                         

      On October 1, 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutes." SFAS No. 147 removes acquisitions of financial           
institutions from the scope of FASB Statement No. 72, "Accounting for Certain   
Acquisitions of Banking or Thrift Institutions", and FASB No. 9 "Applying APB   
Opinion Nos. 16 and 17 "When a Savings and Loan Association or a Similar        
Institution is Acquired in a Business Combination Accounted for by the Purchase 
Method," and requires that those transactions be                                

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accounted for in accordance with FASB Statements Nos. 141 and 142. There was no 
impact from the adoption of this statement.                                     

 In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock
Based Compensation", which amends SFAS No. 123 to provide alternative methods of
transaction for an entity that voluntarily changes to the fair value method of  
accounting for stock based compensation. It also amends the disclosure          
provisions of SFAS No. 123 to require prominent disclosure about the effects on 
reported net income of an entity's accounting policy decisions with respect to  
stock based employee compensation. Finally, SFAS No. 148 amends APB Opinion No. 
28, "Interim Financial Reporting", to require disclosure of those effects in    
interim financial statements. SFAS No. 148 is effective for fiscal years ended  
after December 15, 2002, but early adoption is permitted. The adoption of SFAS  
No. 148 is not expected to have a significant impact on the Company's financial 
disclosures.                                                                    

(3) Inventories                                                                 

Inventories as of June 30, 2002 consisted of the following:         

               Current  Non-current      Total
                -------  ----------     --------

Stamps                        $   692   $   100        $   792              
Sports Collectibles             1,208       500          1,708              
Coins                           9,438       350          9,788              
Art                                50       250            300              
Other                              37       200            237              
                -------   -------        -------
                 11,425   $ 1,400        $12,825
                =======   =======        =======

Inventories as of December 31, 2002 consisted of the following:                 

              Current   Non-current    Total
                --------- -----------   --------

Stamps                        $   887    $   100       $   987              
Sports Collectibles               687        500         1,187              
Coins                          10,650        350        11,000              
Art                                40        250           290              
Other                              38        200           238              
                -------    -------       -------
                $12,302    $ 1,400       $13,702
                =======    =======       =======

  The above inventory amounts reflect net realizable (LCM) allowances of
approximately $2,432 and $2,379 at June 30 and December 31, 2002, respectively. 
The non-current inventory represents an estimate of total inventory, which is   
not expected to be sold within one year.                                        

         Inventories are stated at the lower of cost or market. In instances
where bulk purchases are made, the cost allocation is based on the relative     
market values of the respective goods. The Company has agreements with certain  
suppliers to share the net profits or losses attributable to the sale of        
specific items of inventory.                                                    

(4) Related-party Transactions                                                  

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   Certain directors of the Company provide legal, computer and consulting
services to the Company. Such expenditures were approximately $149 and $278 for 
the three and six months ended December 31, 2002, respectively.                 

Included in Accounts Receivable at December 31 and June 30, 2002 is 
approximately $41 which is due from Collectibles Realty Management (CRM) and    
will be collected in the ordinary course of business.                           

For the six months ended December 30, 2001 and 2002, purchases of   
approximately $2,135 and $3,722, respectively were made to a former stockholder 
of Spectrum, who is a current stockholder of the Company. Additionally          
consulting fees in the amount of $28 and $301 were paid to this party in the    
quarters ended December 30, 2001 and 2002 respectively.                         

      During the three and six months ended December 31, 2001, the
Company paid Mr. Manning approximately $4 and $32, respectively, of debt        
guarantee fees. These fees totaled $0 for the three and six months ended        
December 31, 2002.                                                              

   On June 17, 2002, the Company entered into an employment agreement with
Mr. Roberts, a director of the Company. In connection with the employment       
agreement, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600. The loan is required to be repaid on an annual basis in  
six equal installments commencing February 18, 2006; provided that if Mr.       
Roberts is employed by the Company on the date that an installment is due, that 
installment payment will be forgiven, and that if his employment is terminated  
for death, disability, without cause or with good reason (as defined), then the 
entire loan will be forgiven at the date of termination. If Mr. Roberts'        
employment terminates for cause or without good reason, then the outstanding    
amount of the loan will accelerate and be due and payable within 30 days of the 
date of termination. An aggregate of $600 has been disbursed under the loan     
agreement through the balance sheet date.                                       

(5) Debt                                                                        

  The Company has a revolving credit agreement with Auctentia, S.A., a
wholly owned subsidiary of Afinsa to provide the Company with a credit facility 
of up to $2,000. Borrowings under this facility bear interest at an annual rate 
of 8%. The agreement also provides that any borrowings not repaid in accordance 
with the terms of the agreement may be converted into GMAI stock at the         
discretion of Afinsa. The agreement expires in April 2003. At June 30 and       
December 31, 2002, borrowing under this facility totaled $1,400 and $2,000,     
respectively.                                                                   

    The Company has a note payable collateralized by specific coin inventory
with an interest rate of 9% with quarterly payments of $500 commencing April    
2002 until the note is repaid in June 2003. Total borrowing under this note     
totaled $1,450 at June 30 and $750 at December 31, 2002.                        

  Additionally the Company obtained a secured loan from a privately held
capital coin fund for $4,500, which is due December 31, 2003. This loan is      
collateralized by certain inventories and bears interest at a rate of 10% per   
annum. Borrowing under this line of credit totaled $4,000 at June 30 and $4,000 
at December 31, 2002.                                                           

      There is an advance from a consignor which was, upon settlement, converted
to a demand loan bearing an interest rate of 8% per annum in the amount of $140 
at June 30, 2002 and December 31,2002.                                          

     The remaining notes payable consist of capital leases for the purchase of
equipment and they carry interest rates ranging from 13% to 21%. Total          
borrowings under the leases totaled $183 and $174 at June 30, 2002 and December 
31, 2002.                                                                       

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(6) Major Customers                                                             

      The Company had one major customer that accounted for approximately 15% of
total revenue during the six months ended December 31, 2002 and 6% of accounts  
receivable at December 31, 2002. Such customer has certain supply and sales     
agreements with the Company. Major customers are considered to be those that    
accounted for more than 10% of sales.                                           

(7) Stock Option Exchange Offer                                                 

     On July 2, 2002, the Company commenced a tender offer to certain eligible
employees to exchange outstanding options to purchase shares of the Company's   
common stock granted under the GMAI 1997 Stock Incentive Plan that had an       
exercise price of $2.00 or more, for new options to purchase shares of the      
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions  
of the offer, the Company accepted for exchange on July 31, 2002 tendered old   
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the     
Company granted new options to purchase a total of 1,380,375 shares of common   
stock on February 4, 2003. The exercise price of the new options was $2.00 which
was the closing price of the Company's common stock as reported on the NASDAQ   
National Market on the date of grant.                                           

(8) Supplementary Cash Flow Information                                         

Following is a summary of supplementary cash flow information:      

        Six Months Ended
        December 31,
        (in thousands)
        2001          2002
         ------        -------

Interest paid                    $  397        $   444                        
Income taxes paid                    16             -                         

Summary of significant non-cash transactions:                                 

Issuance of shares related                                                    
to the acquisition of GMD.           95        $    -                         

(9) Subsequent Events                                                           

On January 23, 2003, the Company and Auctentia, S.L., a wholly owned
subsidiary of Afinsa Bienes Tangibles, S.A., signed a definitive agreement which
was based on the June 17, 2002 letter of intent for the acquisition by GMAI of  
Auctentia Subastas, S.L. of Spain, a majority interest in Corinphila Auktionen  
AG of Switzerland, and the Kohler group of auction companies of Germany, in     
exchange for the issuance of 3,729,226 shares of common stock. In addition, on  
that date the Company entered into two separate agreements to acquire from      
Auctentia an inventory of stamps valued at approximately $10,150,000 and fine   
art valued at approximately $1,250,000, in exchange for the issuance of         
6,444,318 shares of stock; and also to issue 2,826,456 shares of stock for      
$5,000,000 in cash.                                                             

     The issuance of shares by the Company is subject to shareholder approval,
as well as other customary conditions. Shareholders holding approximately 60% of
the outstanding shares of the Company have agreed, subject to certain           
conditions, to vote in favor of these transactions. The closing of              

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each of these transactions, which is not conditioned upon the closing of the    
others, is expected to occur shortly after all necessary approvals are obtained.

     Currently Auctentia holds approximately 43% of GMAI's outstanding shares.
If all three of the above transactions are consummated, Auctentia will own      
approximately 70% of the Company's stock.                                       

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Item 2. Management's Discussion and Analysis of Financial Condition and         
Results of Operations.                                                          

 This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934, including, without limitation, statements regarding the   
Company's expectations, beliefs, intentions or future strategies that are       
signified by the words "expects", "anticipates", "intends", "believes", or      
similar language. All forward-looking statements included in this document are  
based on information available to the Company on the date hereof, and the       
Company assumes no obligation to update any such forward-looking statements.    
Actual results could differ materially from those projected in the              
forward-looking statements. In evaluating the Company's business, prospective   
investors should carefully consider the information set forth below, and in the 
Company's Form 10-K, and in its Proxy Statement, filed with the Securities and  
Exchange Commission on October 25, 2002 in addition to the other information set
forth herein. The Company cautions investors that its business and financial    
performance are subject to substantial risks and uncertainties.                 

Results of Operations (Amounts in thousands except as noted or per share        
information)                                                                    

General                                                                         

   The Company operates in one segment consisting of various collectibles,
which are summarized in the accompanying table:                                 

                                                        [Enlarge/Download Table]


                                                For the Six Months Ended                
                                    ----------------------------------------------------
                                        December 31,                    Percentages     
                                    -------------------             --------------------
                                     2001         2002                2001         2002 
                                    ------       ------             -------       ------

                                                                                        
Aggregate Sales                     45,861       52,655               100%          100%
                                    ======       ======              =====         =====
       By Source:                                                                       
             A. Auction             11,496        9,828                21%           22%
             B. Sales of Inventory  34,365       42,827                79%           78%
                                    ------       ------              -----         -----
                                    45,861       52,655               100%          100%
                                    ======       ======              =====         =====
       By Market:                                                                       
             Philatelics             4,845        5,898                11%           11%
             Numismatics            35,027       44,936                76%           86%
             Sports Collectibles     1,932        1,698                 4%            3%
             Diamond                  --           --                   0%            0%
             Art                        31           35                 0%            0%
             Other Collectibles      4,026           88                 9%            0%
                                    ------       ------              -----         -----
                                    45,861       52,655               100%          100%
                                    ======       ======              =====         =====

    Aggregate sales consist of the aggregate proceeds realized from the sale
of property, which include the Company's commissions when applicable. Property  
sold by the Company is either consigned to it by the owner of the property, or  
is owned by the Company directly. Aggregate sales of the Company's inventory are
classified as such without regard as to whether the inventory was sold at       
auction or directly to a customer. Aggregate sales by auction and by private    
treaty represent the sale of property consigned by third parties.               

      The Company's revenues are represented by the sum of (a) the proceeds from
the sale of the Company's inventory, and (b) the portion of sale proceeds from  
auction or private treaty that the Company is entitled to retain after remitting
the sellers' share, consisting primarily of commissions paid by sellers and     
buyers. Generally, the Company earns a commission from the seller of 5% to 15%  
(although the commission may be slightly lower on high value properties) and a  
commission of 10% to 15% from the buyers.                                       

The Company's operating expenses consist of the cost of sales of the
Company's inventory and general and administrative expenses and marketing       
expenses for the six months ended December 31, 2001 and 2002. General and       
administrative expenses are incurred to pay employees and to provide            

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support and services to those employees, including the physical facilities and  
data processing. Marketing expenses are incurred to promote the services of the 
Company to sellers and buyers of collectibles through advertising and public    
relations, producing and distributing its auction catalogs and conducting       
auctions.                                                                       

Three months ended December 31, 2002                                            
Compared with the three months ended December 31, 2001                          

    The Company recorded an increase in net revenues of approximately $1,918
(11%) from approximately $17,436 for the three months ended December 31, 2001 to
approximately $19,354 for the three months ended December 31, 2002.             

Sales of owned inventory increased during the current period by     
approximately $1,978 (12%) and commissions earned decreased $60 (6%). The       
majority of the increase in sales of owned inventory was the result of increased
coin sales of $3,404, which included approximately $2,000 of sales to its major 
customer with the remaining increase reflecting a general increase in the market
for collectible coins. This increase was offset by a decrease of sales of stamps
of approximately $900 in the quarter ended December 31, 2002.                   

    Gross profit decreased approximately $125 (5%) from approximately $2,406
for the three months ended December 31, 2001 to approximately $2,281 for the    
three months ended December 31, 2002. Gross profit margins decreased from 14% to
12% for the three months ended December 31, 2001 and 2002, respectively.        

    The Company's operating expenses increased approximately $53 (2%) during
the three months ended December 31, 2002 as compared to the same period in the  
prior year. Marketing expenses increased approximately $35 (11%), depreciation  
and amortization decreased approximately $222 (65%), salaries and wages         
increased approximately $138 (13%) and general and administrative expenses      
increased approximately $102 (8%). The increase in costs particularly salaries  
was due to the Company looking to expand the coin and stamp sales into new      
areas.                                                                          

 These increased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from  
17% during the three months ended December 31, 2001 to 16% for the same period  
ended December 31, 2002. As compared to aggregate sales, these costs decreased  
slightly from 13.1% in December 2001 to 13.0% in 2002.                          

Interest expense (net of interest income) for the three months ended
December 31, 2002 increased approximately $14 from approximately $188 to        
approximately $202.                                                             

The Company's effective tax rates for the three month periods ended 
December 31, 2001 and 2002 were approximately 0%, respectively. The rate is     
based on a full valuation allowance provided for all deferred tax attributes.   
This rate may change during the remainder of 2003 if operating results or       
acquisition related costs differ significantly from current projections.        

     The Company's increase in operating losses of approximately $178, coupled
with a increase in interest expense net of interest income of approximately $14 
but offset by a $250 expense for loss from operations of joint ventures in the  
quarter ended December 31,2001, resulted in a decrease in net losses before     
income taxes of approximately $58 for the current three month period, from      
approximately $1,028 to approximately $970 for the six months ended December 30,
2001 and 2002, respectively.                                                    

Six months ended December 31, 2002                                              
Compared with the six months ended December 31, 2001                            

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    The Company recorded an increase in net revenues of approximately $8,654
(24%) from approximately $36,116 for the six months ended December 31, 2001 to  
approximately $44,769 for the six months ended December 31, 2002.               

Sales of owned inventory increased during the current period by     
approximately $8,462 (25%) and commissions earned increased $192 (11%). The     
majority of the increase in sales of owned inventory was the result of increased
coin sales of $12,688, which included approximately $6,700 of sales to its major
customer with the remaining increase reflecting a general increase in the market
for collectible coins. This increase was offset by a decrease of $2,600 in sales
of comics and movie posters due to the sale of the division in the first quarter
of fiscal 2001 and a decrease in sales of stamps of approximately $1,173 due in 
large part to their being one less stamp auction in the six months ended        
December 31, 2002.                                                              

    Gross profit increased approximately $316 (6%) from approximately $4,585
for the six months ended December 31, 2001 to approximately $4,900 for the six  
months ended December 31, 2002. Gross profit margins decreased from 13% to 11%  
for the six months ended December 31, 2001 and 2002, respectively.              

     The Company's operating expenses decreased approximately $153 (2%) during
the six months ended December 31, 2002 as compared to the same period in the    
prior year. Marketing expenses increased approximately $30 (4%), depreciation   
and amortization decreased approximately $459 (65%), salaries and wages         
increased approximately $101 (5%) and general and administrative expenses       
increased approximately $175 (7%). The increase in costs particularly salaries  
was due to the Company looking to expand the coin and stamp sales into new      
areas.                                                                          

 These decreased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from  
17% during the six months ended December 31, 2001 to 13% for the same period    
ended December 31, 2002. As compared to aggregate sales, these costs decreased  
from 13.1% in December 2001 to 11.2% in 2002.                                   

Interest expense (net of interest income) for the six months ended  
December 31, 2002 increased approximately $75 from approximately $289 to        
approximately $364.                                                             

      The Company's effective tax rates for the six month periods ended December
31, 2001 and 2002 were approximately 0%, respectively. The rate is based on a   
full valuation allowance provided for all deferred tax attributes. This rate may
change during the remainder of 2003 if operating results or acquisition related 
costs differ significantly from current projections.                            

    The Company's decrease in operating losses of approximately $469, offset
by an increase in interest expense net of interest income of approximately $75  
and with no loss from operations of joint ventures in the six months ended      
December 31,2002 as opposed to a $250 expense in the six months ended December  
31,2001, resulted in a decrease in net losses before income taxes of            
approximately $644 from approximately $1952 to approximately $1308 for the six  
months ended December 30, 2001 and 2002, respectively.                          

Liquidity and Capital Resources                                               

At December 31, 2002, the Company's working capital position was    
approximately $4,743 compared to approximately $6,541 as of June 30, 2002.This  
net decrease of approximately $1,798 was primarily due to increases in prepaid  
expenses of approximately $507, increases in inventory of                       

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approximately $877, a decrease in accrued expenses of approximately $609. These 
gains were offset by increases in accounts payable of approximately $2,885 and  
advances payable of $717.                                                       

     The Company experienced a decrease in cash flow from investing activities
for the six months ended December 31, 2002 of approximately $695. This was      
primarily attributable to a loan to a related party of $600 and the acquisition 
of property and equipment and other purchased intangibles during the year.      

     The Company experienced a decrease in cash flow from financing activities
for the six months ended December 31, 2002 of approximately $108. This was      
primarily to an increase of demand notes payable of $600 and the pay down of    
loans payable of $708 in the six months ended December 31, 2002.                

The Company's need for liquidity and working capital is expected to 
increase as a result of any proposed business expansion activities. In addition 
to the need for such capital, and to enhance the Company's ability to offer cash
advances to a larger number of potential consignors of property (which          
management believes is an important aspect of the marketing of an auction       
business). In addition, the Company will likely require additional working      
capital in the future in order to further expand its sports trading card and    
sports memorabilia auction business as well as to acquire collectibles for sale 
in the Company's business.                                                      

    Management believes that the Company's cash flow from ongoing operations
supplemented by the Company's working capital credit facilities will be adequate
to fund the Company's working capital requirements for the next 12 months.      
However, to complete any of the Company's proposed expansion activities or to   
make any significant acquisitions, the Company may consider exploring financing 
alternatives including increasing its working capital credit facilities or      
raising additional debt or equity capital.                                      

   The decision to expand, the desired rate of expansion, and the areas of
expansion will be determined by management and the Board of Directors only after
careful consideration of all relevant factors. This will include the Company's  
financial resources and working capital needs, and the necessity of continuing  
its growth and position in its core business area of stamp auctions.            

Risk Factors                                                                    

     From time to time, information provided by the Company, including but not
limited to statements in this report, or other statements made by or on behalf  
of the Company, may contain "forward-looking" information within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934. Such statements involve a number of risks and             
uncertainties. The Company's actual results could differ materially from those  
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors that could cause actual results to differ      
materially from those in any forward-looking statements made by or on behalf of 
the Company:                                                                    

   o    The Company incurred a net loss of $13,177 for the fiscal year ended
       June 30, 2002. The Company is seeking to reduce operating expenses,
      optimize profitability and align resources with long-term business
        growth strategies, as well as to explore new sources of collectibles
         in an effort to increase margins and revenues from commissions. There
       can be no assurance, however, that these steps (or any others) will
  result in a significant improvement in the Company's financial
         condition, on either a short or long-term basis particularly in light
   of generally unfavorable economic conditions and changes in the
collectibles marketplace.                                   

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o    There can be no assurance that the proposed transactions with    
         Auctentia, S.A., as described above, will be consummated. The failure
        to consummate any of such transactions could have a material adverse
effect on the business and operations of the Company.       

  o    If the revenue of the Company fails to offset operating expenses in
     the future, the Company may be required to fund future operations
      through the sale of additional common stock, which could cause the
    market price of the stock to decline, as well as have a dilutive
  effect on the value of the common stock currently outstanding.

   o    At times there may be a limited supply of collectibles available for
        sale by the Company, and such supply varies from time to time. While
         the Company generally has not experienced a lack of collectibles that
       has prevented it from conducting appropriately sized auctions on an
        acceptable schedule, no assurance can be given that the Company will
         be able to obtain consignments of suitable quantities of collectibles
   in order to conduct auctions of the size, and at the times, the
      Company may desire in the future. The Company's inability to do so
would have a material adverse effect on the Company.        

 o    The development and success of the Company's business has been and
   will continue to be dependent substantially upon its President,
          Chairman and Chief Executive Officer, Greg Manning. The unavailability
        of Mr. Manning, for any reason, would have a material adverse effect
   upon the business; operations and prospects of the Company if a
suitable replacement were not engaged.                      

  o    The development and success of Spectrum Numismatics, Inc's business
     has been and will continue to be dependent substantially upon its
       President, Greg Roberts. The unavailability of Mr. Roberts, for any
   reason, would have a material adverse effect upon the business;
          operations and prospects of the Company if a suitable replacement were
not engaged.                                                

o    The business of selling stamps, coins, and other collectibles at 
  auction and in retail sales is highly competitive. The Company
       competes with a number of auction houses and collectibles companies
          throughout the United States and the world. While the Company believes
          that there is no dominant company in the stamp auction or collectibles
        business in which it operates, there can be no assurances that other
 companies with greater financial and other resources and name
recognition will not enter the market.                      

     o    The Company may be adversely affected by the loss of a major customer.

   o    The Company may be adversely affected by the costs and other effects
       associated with (i) legal and administrative cases and proceedings;
        (ii) settlements, investigations, claims and changes in those items;
     and (iii) adoption of new, or changes in, accounting policies and
 practices and the application of such policies and practices.

 o    The Company's operations may be adversely affected by governmental
          regulation and taxation of the Internet, which is subject to change. A
         number of legislative and regulatory proposals under consideration by
    federal, state, local and foreign governmental organizations may
        result in there being enacted laws concerning various aspects of the
     Internet, including online content, user privacy, access charges,
          liability for third-party activities, and jurisdictional issues. These
laws                                                        

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     could harm our business by increasing the Company's cost of doing
business or discouraging use of the Internet.               

o    The Company's business will be adversely affected if use of the  
        Internet by consumers, particularly purchasers of collectibles, does
        not continue to grow. A number of factors may inhibit consumers from
        using the Internet. These include inadequate network infrastructure,
    security concerns, inconsistent quality of service and a lack of
      cost-effective high-speed service. Even if Internet use grows, the
    Internet's infrastructure may not be able to support the demands
       placed on it by this growth and its performance and reliability may
 decline. In addition, many Web sites have experienced service
   interruptions as a result of outages and other delays occurring
      throughout the Internet infrastructure. If these outages or delays
          occur frequently in the future, use of the Internet, as well as use of
the Company's Web sites, could grow more slowly or decline. 

     o    In addition, the tax treatment of the Internet and electronic commerce
     is currently unsettled. A number of proposals have been made that
        could result in Internet activities, including the sale of goods and
        services, being taxed. The U.S. Congress has passed the Internet Tax
        Information Act, which placed a six-year moratorium on new state and
 local taxes on Internet commerce and is currently considering
    extending such moratorium. There may, however, be enacted in the
        future laws that change the federal, state or local tax treatment of
the Internet in a way that is detrimental to our business.  

    o    Some local telephone carriers claim that the increasing popularity of
the Internet has burdened the existing telecommunications   
 infrastructure and that many areas with high Internet use are
        experiencing interruptions in telephone service. These carriers have
          petitioned the Federal Communications Commission to impose access fees
        on Internet service providers. If these access fees are imposed, the
        cost of communicating on the Internet could increase, and this could
        decrease the demand for the Company's services and increase its cost
of doing business.                                          

 o    The Company holds rights to various Web domain names. Governmental
   agencies typically regulate domain names. These regulations are
         subject to change. The Company may not be able to acquire or maintain
appropriate domain names in all countries in which it or its
     affiliates do business. Furthermore, regulations governing domain
          names may not protect the Company's trademarks and similar proprietary
   rights. The Company may be unable to prevent third parties from
         acquiring domain names that are similar to, infringe upon or diminish
       the value of the Company's trademarks and other proprietary rights.

   o    The Company cannot accurately forecast revenues of its business. The
    Company may experience significant fluctuations in its quarterly
          operating results. Future fluctuations in operating results or revenue
 shortfalls could adversely affect the success of the Company.

  o    The popularity of collectibles could decline. This could affect the
        market value of inventory the Company currently holds or may hold in
the future.                                                 

     o    The Company's future results of operations could be adversely affected
   by changes in accounting standards promulgated by the Financial
Accounting Standards Board,                                 

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the Securities and Exchange Commission, and the American Institute of Certified 
Public Accountants.                                                             

This list should not be considered an exhaustive statement of all potential     
risks and uncertainties.                                                        

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Item 3. Quantitative and Qualitative Disclosures About Market Risk              

   Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse     
changes in financial market prices, including interest rate risk, foreign       
currency exchange rate risk, investment risk, commodity price risk and other    
relevant market rate or price risks.                                            

    The Company currently has no activities that would expose it to interest
rate or foreign currency exchange rate risks.                                   

Investment Risk. The Company maintains investments in equity instruments of     
public and privately held companies for business and strategic purposes. These  
investments are included in marketable securities and other long-term assets and
are accounted for under the cost method when ownership is less than 20% and the 
Company does not have the ability to exercise significant influence over        
operations. For these investments, the Company's policy is to regularly review  
the assumptions underlying the operating performance and cash flow forecasts in 
assessing the carrying values. The Company identifies and records impairment    
losses on long-lived assets when events and circumstances indicate that such    
assets might be impaired.                                                       

Commodity Price Risk. The Company may, at times, be exposed to commodity price  
risk on certain inventory products. The Company historically and currently has  
not experienced any significant commodity price risks.                          

Item 4. Controls and Procedures                                                 

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange   
Act reports is recorded, processed, summarized and reported within the time     
periods specified in the SEC's rules and forms, and that such information is    
accumulated and communicated to the Company's management, including its Chief   
Executive Officer and Chief Financial Officer, as appropriate, to allow timely  
decisions regarding required disclosure. Within 90 days prior to the date of    
this report, the Company carried out an evaluation, under the supervision and   
with the participation of the Company's management, including the Company's     
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls  
and procedures pursuant to Exchange Act Rule 13a-14.                            

      Based upon the foregoing, the Company's Chief Executive Officer along with
the Company's Chief Financial Officer concluded that the Company's disclosure   
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors that could significantly    
affect internal controls subsequent to the date the Company completed its       
evaluation.                                                                     

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 GREG MANNING AUCTIONS, INC.

Part II - OTHER INFORMATION                                                     

Item 1. Legal Proceedings                                                       

None                                                    

Item 2. Changes in Securities                                                   

None                                                    

Item 3. Defaults Upon Senior Securities                                         

None                                                    

Item 4. Submission of Matters to a Vote of Security Holders                     

 The Company's Annual Meeting of Shareholders was held on December 11,
2002. At the Annual Meeting, each of Gregory N. Roberts and Mark B. Segall were 
elected to hold office as Directors of the Company until the third succeeding   
Annual Meeting of Shareholders in 2005, and until their respective successors   
have been elected and qualified.                                                

   Set forth below is information concerning the voting results of matters
voted upon at the Annual Meeting:                                               

1. Election of Directors:                                                       

Gregory N. Roberts         For: 11,062,579         Against: 157,409       
Mark B. Segall             For: 11,062,579         Against: 157,409       

2. Ratification of the appointment of Amper, Politziner & Mattia as the         
  Company's independent public accountants for the Company's fiscal year ended
June 30, 2003:                                                            

For:  11,201,549           Against:  18,204        Abstentions:  235      

3. Approval of the following amendments to GMAI's 1997 Stock Incentive Plan, as 
amended:                                                                  

   o    an amendment to increase from 2,250,000 to 3,500,000 the total umber
         of shares that GMAI may issue under GMAI's 1993 Stock Option Plan and
GMAI's 1997 Stock Incentive Plan, as amended; and           

   o    an amendment to increase from 200,000 to 550,000 the total number of
          shares that GMAI may issue in any given year to an individual employee
of GMAI under the 1997 Stock Incentive Plan, as amended.    

For: 6,616,567            Against: 352,862        Abstentions: 9,216    

Item 5. Other Information.                                                      

None                                                    

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Item 6. Exhibits and Reports on Form 8-K                                        

(a) Exhibits                                            

          Exhibit 99.1: Certification Pursuant to 18 U.S.C. Section 1350, as
          Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                         

          Exhibit 99.2: Certification Pursuant to 18 U.S.C. Section 1350, as
          Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.                                         

(b) Reports on Form 8-K                                 

None                                        

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SIGNATURES

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

                   GREG MANNING AUCTIONS, INC.

Dated:  February 6, 2003                                                        
      /s/ Greg Manning
                          ------------------------------------
  Greg Manning
                          Chairman and Chief Executive Officer

        /s/ Larry Crawford
                          ------------------------------------
      Larry Crawford
               Chief Financial Officer

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 GREG MANNING AUCTIONS, INC.
 SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION

I, Greg Manning, certify that:                                                  

 1.   I have reviewed this quarterly report on Form 10-Q of Greg Manning
Auctions, Inc.;                                             

2.   Based on my knowledge, this quarterly report does not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                

   3.   Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                                      

  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:                                                

        a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
quarterly report is being prepared;               

   b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;         

    5.   The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
  audit committee of registrant's board of directors (or persons
performing the equivalent function):                        

   a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
               weaknesses in internal controls; and b) any fraud, whether or not
              material, that involves management or other employees who have a
         significant role in the registrant's internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent 
evaluation, including any corrective actions with regard to 
significant deficiencies and material weaknesses.           

Dated:   February 6, 2003                                                       

        /s/ Greg Manning
                         ---------------------------------
                         Greg Manning, President and Chief
         Executive Officer

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I, Larry Crawford, certify that:                                                

 1.   I have reviewed this quarterly report on Form 10-Q of Greg Manning
Auctions, Inc.                                              

2.   Based on my knowledge, this quarterly report does not contain any
        untrue statement of a material fact or omit to state a material fact
        necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
the period covered by this quarterly report;                

   3.   Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                                      

  4.   The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:                                                

        d)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
quarterly report is being prepared;               

   e)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

     f)   presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;         

    5.   The registrant's other certifying officer and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
  audit committee of registrant's board of directors (or persons
performing the equivalent function):                        

   b)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
weaknesses in internal controls; and              

        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
internal controls; and                            

     6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent 
evaluation, including any corrective actions with regard to 
significant deficiencies and material weaknesses.           

Dated:      February 6, 2003                                                    

          /s/ Larry Crawford
                             -------------------------------------
                                Larry Crawford, Executive Vice President
                   and Chief Financial Officer

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                                                                    Exhibit 99.1

 GREG MANNING AUCTIONS, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Greg Manning Auctions, 
Inc. for the period ended December 31, 2002, I, Greg Manning, President and     
Chief Executive Officer of Greg Manning Auctions, Inc., hereby certify pursuant 
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act 
of 2002, that:                                                                  

   1.   this Form 10-Q for the period ended December 31, 2002 fully complies
     with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and                                   

2.   the information contained in this Form 10-Q for the period ended 
    December 31, 2002 fairly presents, in all material respects, the
 financial condition and results of operations of Greg Manning
Auctions, Inc.                                              

Dated:  February 6, 2003                                                        

                    /s/ Greg Manning
                                     ---------------------------------
                                     Greg Manning, President and Chief
                     Executive Officer

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                                                                    Exhibit 99.2

 GREG MANNING AUCTIONS, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Greg Manning Auctions, 
Inc. for the period ended September 30, 2002, I, Larry Crawford, Executive Vice 
President and Chief Financial Officer of Greg Manning Auctions, Inc., hereby    
certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the   
Sarbanes-Oxley Act of 2002, that:                                               

   1.   this Form 10-Q for the period ended December 31, 2002 fully complies
     with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and                                   

2.   the information contained in this Form 10-Q for the period ended 
    December 31, 2002 fairly presents, in all material respects, the
 financial condition and results of operations of Greg Manning
Auctions, Inc.                                              

Dated:  February 6, 2003                                                        

          /s/ Larry Crawford
                               ---------------------------------------
                                Larry Crawford, Executive Vice President
                   and Chief Financial Officer

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Appendix J

Audited Combined Financial Statements of
Aucentia Subsidiaries for the Year Ended
 June 30, 2002

J-1 

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Protocol number:  1450                                      3 December 2002     

AUDIT REPORT OF                                                                 
COMBINATION FINANCIAL STATEMENTS OF THE                                         
COMPANIES/DIVISION                                                              

Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler Berliner            
Briefmarken-Auktionen GmbH, Auctentia Deutschland GmbH, Heinrich                
Kohler Briefmarkenhandel GmbH & Co. KG, Heinrich Kohler Verwaltungs             
GmbH and Auctentia S.L. Auctions Division                                       

At June 30, 2002                                                                
TO THE SHAREHOLDERS OF AUCTENTIA GROUP (COMBINED COMPANIES)                     

We have audited the accompanying combined balance sheet of Auctentia Group      
(Combined Companies). Such companies include Heinrich Kohler Auktionshaus GmbH &
Co. KG, Heinrich Kohler Berliner Briefmarken-Auktionen GmbH, and Auctential S.L.
Auctions Divisions Auctentia Deutschland GmbH , Heinrich Kohler                 
Briefmarkenhandel GmbH & Coa KG, Heinrich Kohler Verwaltungs GmbH ("Combined    
Companies") as of June 30, 2002, and the related combined statements of         
operations and retained earnings, and cash flows for the twelve months ended    
June 30, 2002. This financial statement is the responsibility of the Combined   
Companies management. Our responsibility is to express an opinion on this       
financial statement based on our audit.                                         

We conducted our audit in accordance with auditing standards generally accepted 
in the United States of America. Those standards require that we plan and       
perform the audits to obtain reasonable assurance about whether the financial   
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audit provides a          
reasonable basis for our opinion.                                               

In our opinion, the combined financial statement referred to above presents     
fairly, in all material respects, the financial position of the Combined        
Companies as of June 30, 2002 and the results of their operations and their cash
flows for the twelve months ended June 30, 2002, in conformity with accounting  
principles generally accepted in the United States of America.                  

Madrid, 3 December 2002                                                         

/s/ FABREGAS, MERCADE & Co.                                                     
Auditores-Conssultores                                                          

Javier Mercade Campabadal                                                       

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AUCTENTIA GROUP                                                                 
June 30, 2002                                                                   
Combined Balance Sheet                                                          
(Amounts stated in Euros)*                                                      

(a) ASSETS                                              

Cash in Banks                              2,716,808                            
Short-term Investments                       151,332                            
Accounts Receivable                        2,816,764                            
Inventory                                     52,188                            
Prepaid expenses                              23,023                            
               ---------
TOTAL                                     5,760,115                           
               ---------

Deposits                                      15,888                            
Tangible Fixed Assets                         42,320                            
Intangible Assets                            275,423                            
               ---------
TOTAL                                        333,631                            
               ---------

TOTAL                                      6,093,746                            
               =========

(b) LIABILITIES AND STOCKHOLDERS' EQUITY                

Non-Trade Creditors                          982,975                            
Accounts Payable and Accrued                                                    
Expenses                                   2,314,123                            
Due to related parties                     1,433,638                            
               ---------
TOTAL CURRENT LIABILITIES                  4,730,736                            
               ---------

Due to related parties                        51,745                            
               ---------

Common Stock                                 408,312                            
Retained earnings-opening                    712,500                            
Net Income current year                      190,453                            
               ---------
TOTAL                                      1,311,265                            
               ---------

TOTAL                                      6,093,746                            
               =========

* Conversion to US$ (Dollars) is considered to be immaterial based on the       
conversion rate at June 30, 2002 of .99 Euros to US Dollars.                

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AUCTENTIA GROUP                                                                 
COMBINED INCOME STATEMENT                                                       
12 months ended June 30, 2002                                                   
(Amounts stated in Euros)*                                                      

Revenues                                   4,105,230                            

Less: Cost of goods sold - sale of                                              
merchandise                                  237,905                            
               ---------

GROSS PROFIT                               3,867,325                            
               ---------

Selling, General and Administrative                                             
Expenses                                   3,545,012                            
               ---------

PROFIT BEFORE TAXATION                       322,313                            
               ---------

Less: COMPANY TAX                            131,860                            
               ---------

NET INCOME                                   190,453                            
               =========

* Conversion to US$ (Dollars) is considered to be immaterial based on the       
  average conversion rate for the twelve months ended June 30, 2002 of .91 Euros
to US Dollars.                                                              

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AUCTENTIA GROUP COMBINED                                                        
STATEMENT OF CASH FLOWS                                                         
12 months ended June 30, 2002                                                   
(Amounts stated in Euros)*                                                      

Cash Flows from operating activities:                                           
Net Income                                              190,453               
Adjustments to reconcile net income to                                        
net cash from operating activities:                                           
Depreciation and amortization                            61,884               
Provision for bad debts                                  38,908               

(Increase) decrease in assets:                                                
Accounts receivable                                371,659          
Inventory                                           52,188          
Prepaid expenses                                    13,289          

Increase (decrease) in Liabilities:                                         
Non-trade creditors, accounts payable                               
and accrued expenses                             1,118,161          
Due to related parties                              43,712          
                                      ----------
                                       1,890,254

Cash flow from investing activities:                                            
Capital expenditures for purchase of fixed                                  
assets                                                (245,891)             

Net change in cash                                     1,644,363                
Cash Banks:                                                                     
Beginning of year                                    1,072,445              
                                      ----------
End of year                                          2,716,808              
                                      ==========

* Conversion to US$ (Dollars) is considered to be immaterial based on the       
  average conversion rate for the twelve months ended June 30, 2002 of .91 Euros
to US Dollars.                                                              

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 NOTES TO THE COMBINATION FINANCIAL STATEMENTS
Of the Companies/Divisions

 Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler
Berliner Briefmarken-Auktionen GmbH, Auctentia Deutschland GmbH,
Heinrich Kohler Briefmarkenhandel GmbH & Co. KG, Heinrich Kohler
 Verwaltungs GmbH and Auctentia S.L. Auctions Division

At June 30, 2002

 NOTES FOR THE FINANCIAL YEAR ENDED AT JUNE 30, 2002

1.    COMPANIES AND DIVISIONS INCLUDED IN THE COMBINATION                       

   The Companies and Division included in the Combination of the Financial
Statements are the following, including social addresses:           

      Heinrich Kohler Auktionshaus Gmbh & Co KG was incorporated on December 22,
    2000 for an indefinite period of time and was domiciled in Wihelmstrasse
 48, 65183 Wiesbaden, Germany. The corporate purpose is the holding of
stamp auctions.                                                     

   Heinrich Kohler Berliner Briefmarken-Auktionen GmbH was incorporated on
May 16, 1991 for an indefinite period of time and was domiciled in  
 Charlottenburg local court Department B No.40021 Berlin, Germany. The
corporate purpose is trading and commercial auctioning of stamps.   

  Auctentia S.L. was incorporated on December 29, 1999 for an indefinite
      period of time and was domiciled in Madrid, at Joaquin Maria Lopez Street,
      n(0)8 bis. The consolidation/combination perimeter includes Auctentia S.L.
    Auctions Division, which corporate purpose is the holding of any type of
goods and auction services.                                         

    At the same time, there are Auctentia Deutschland GmbH , Heinrich Kohler
   Briefmarkenhandel GmbH & Coa KG, Heinrich Kohler Verwaltungs GmbH which
amounts are little significant for the combination.                 

  We have used the Global Integration Method of Consolidation (adding of
financial statements) for the companies, unless we have not made any
elimination of Equity because no one of them has any directly or    
indirectly participation in the others.                             

2.    BASIS OF PRESENTATION OF THE COMBINATION FINANCIAL STATEMENTS             

a)   Accurate Picture:                                              

     The financial statements have been obtained from the Company's/Divisions'
accounts ledgers and include some adjustments and reclassifications 
  necessary for temporal and value equalization with the Leading Company
(that is considered the Spanish company Auctentia S.A.).            

b)   Transactions included in the combination perimeter:            

  During this fiscal year there has not been any significant transaction
between the companies/divisions.                                    

c)   Equalization for the individual accounts of the companies and  
divisions included in the combination perimeter:          

-  Temporal Equalization- The Companies/Divisions Heinrich Kohler   
Auktionshaus GmbH & Co KG, Heinrich Kohler Berliner           
         Briefmarken-Auktionen GmbH, Auctentia S.L. Auctions Division, Auctentia
      Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co KG and
      Heinrich Kohler Verwaltungs GmbH close their fiscal year on December
31, but they have provided us with Financial                  

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Statements at June 30,2002 in order to prepare the Combination
     Financial Statements, so we have not made any task to equalize this
matter.                                                       

   -  Value Equalization- The assets, liabilities, incomes and expenses of
    the companies/divisions have been valuated according with standard
       principles or in other case, we have not made any adjustments because
         it is not significant in the Combination. These principles are the ones
   used by the leader company (a Spanish company) to prepare its own
financial statements.                                         

d)   Transactions in foreign currency:                              

All the amounts are in Euros.                                       

e)   Intangible Assets:                                             

   The items included in the Intangible Assets are registered at their net
  price cost, including the depreciating in accordance with their useful
life.                                                               

 For the Companies/Divisions Heinrich Kohler Auktionhaus Gmbh & Co KG,
Heinrich Kohler Berliner Briefmarken Auktionen Gmbh, Auctentia S.L. 
Auctions Division, Auctentia Deutschland GmbH , Heinrich Kohler     
    Briefmarkenhandel GmbH & Coa KG and Heinrich Kohler Verwaltungs GmbH the
amortization has been calculated according with the lineal manner   
corresponding with its useful life.                                 

        Computer software                                      3 y 5 years
        Transfer rights                                      10 y 20 years
        Industrial property                                        5 years

f)   Tangible Fixed Assets:                                         

The items included in the Tangible Assets are registered at their   
      acquisition cost. For the Companies/Divisions Heinrich Kohler Auktionshaus
GmbH & Co KG, Heinrich Kohler Berliner Briefmarken-Auktionen GmbH,  
   Auctentia S.L. Auctions Division, Auctentia Deutschland GmbH , Heinrich
 Kohler Briefmarkenhandel GmbH & Co KG and Heinrich Kohler Verwaltungs
GmbH, the amortization has been calculated according with the lineal
 manner corresponding with its useful life, estimated between 3 and 10
years depending on the characteristics of the good.                 

g)   Financial Investments:                                         

     The Companies/Divisions registered its long-term and short-term financial
investments at their price cost.                                    

    The Companies/Divisions registered its investments in other companies at
      acquisition cost or theoretical book value (the minor), which approximates
its market value.                                                   

h)   Other Provisions and Accrued Expenses:                         

 The provisions and accrued expenses were made up in the amount of the
probable obligation.                                                

i)   Debts:                                                         

   Debts appear in the Balance Sheet for their value of reimbursement. The
difference between the said value and the amount received appears   
 separately at the balance assets. In case of considering the debts as
    doubtful debts the appropriate provisions for bad debts have to be done.

  All debts, both short and long term debts, are registered by the total
    nominal amount to be refund (reimbursement value). The classification of
    the debts between short and long-term is done according to whether their
maturity is less or greater than one year respectively.             

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j)   Company Profit Tax:                                            

     The Company Tax for the period is calculated according to the profit/loss
before taxation for each of the companies individually, increased or
     decreased, in every case, with the permanent or temporally differences to
the fiscal profit and loss.                                         

k)   Income and Expenditure:                                        

The income and expenditure are registered according to the goods and
  services real current represented by them, independently of the moment
 when the monetary or financial current derived from them is produced.

  However, following the caution principle, the Companies/divisions only
  register the profit taking at the date of closure, while the risks and
projected losses are registered as soon as they are known.          

l)   Use of Estimates                                               

The preparation of combined financial statements in accordance with 
    accounting principles generally accepted in the United States of America
 requires management to make estimates and assumptions that affect the
   reported amounts of assets and liabilities and disclosure of contingent
  assets and liabilities at the date of the financial statements and the
  reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.                   

m)   Concentration of Credit Risk                                   

      The Company frequently extends trade credit in connection with its auction
sales, which are held throughout Europe. The Company evaluates each 
customer's creditworthiness on a case-by-case basis; generally the  
customers who receive trade credit are professional dealers who have
      regularly purchased property at the Company's auctions or whose reputation
within the industry is known and respected by the Company.          

 In situations where trade credit is extended, the purchaser generally
    takes possession of the property before payment is made by the purchaser
  to the Company, and the Company is liable to the consignor for the net
     sales proceeds (auction hammer price less commission to the Company). The
      Company pays the consignor generally not later than the 45th day after the
    sale, and when trade credit is extended, the Company assumes all risk of
loss associated with the trade credit, and the responsibility of    
    collection of the trade credit amount from the purchaser. Losses to date
under these situations have not been material.                      

n)   Cash Equivalents and Concentration of Cash                     

The Company considers all highly liquid investments with original   
  maturities of three months or less to be cash equivalents. The Company
   maintains its cash in bank deposit accounts, which, at times may exceed
insured limits. The Company has not experienced any losses in such  
accounts.                                                           

o)   Financial Instruments                                          

 The carrying amounts of financial instruments accounts receivable and
  accounts payable approximated fair value because of the relative short
maturity of these instruments. The carrying value of loans payable  
      approximated fair value at based upon quoted market prices for the same or
similar instruments.                                                

p)   Advertising Costs                                              

   Advertising and catalogue costs are included in marketing costs and are
   expensed as incurred, which occurs in the same quarter that the related
      auction takes place. As a result, assets of the Company do not include any
of these costs. Advertising expenses are immaterial.                

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q)   Segment Information                                            

     The Company operates principally in one segment consisting of auctions of
    various collectibles. All of the Company's sales and identifiable assets
are located in Europe.                                              

r)   Revenue Recognition:                                           

  Revenue is recognized when the collectibles are sold at auction and is
    represented by an auction commission received from the buyer and seller.
     Auction commissions represent a percentage of the hammer price at auction
  sales as paid by the buyer and the seller. Such amounts of revenue are
recorded on a net basis as commission revenue.                      

The Company also engages in private treaty sales represent sales of 
    consigned property and sales of owned inventory. Private treaty sales of
consigned property occur when an owner of property arranges with the
   Company to sell such consigned property to a third party at a privately
    negotiated price. In such a transaction, the owner may set selling price
     parameters for the Company, or the Company may solicit selling prices for
the owner, and the owner may reserve the right to reject any selling
   price. The Company does not guarantee a fixed price to the owner, which
      would be payable regardless of the actual sales price ultimately received.
 The Company recognizes as private treaty revenue an amount equal to a
    percentage of the sales price. Such amounts of revenue are recorded on a
net basis as commission revenue and are recognized when sold.       

3.    INTANGIBLE FIXED ASSET                                                    

3.1.  The movement of the account has been the following:           

a) Gross Values at 30 June, 2002                                    

                                                        [Enlarge/Download Table]


                      ---------------------------------------------------------------------------------
                                                              Euros                                    
                                                                             Auctentia                 
                         Briefmarkenhandel       H.K.       H.K.Berliner    S.L.Auctions      Final    
                                GmbH          Ationshaus       Brief.         Division       balance   
                      ---------------------------------------------------------------------------------
                                                                                                       
-------------------------------------------------------------------------------------------------------
      Industrial                                                                                       
      Property                   --              --              --              71              71    
-------------------------------------------------------------------------------------------------------
      Transfer                                                                                         
      Rights                     --            4.499           2.812             --           7.311    
-------------------------------------------------------------------------------------------------------
      Computer                                                                                         
      Software                  2.038           8.043          42.344         166.317       218.742    
-------------------------------------------------------------------------------------------------------
      Advances                   --               --              --          138.012       138.012    
-------------------------------------------------------------------------------------------------------
      TOTAL (A)                 2.038          12.542          45.156          304.400      364.136    
-------------------------------------------------------------------------------------------------------

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b) Depreciate funds at 30 June, 2002 and depreciation charges of the
period                                                        

                                                        [Enlarge/Download Table]


                       -----------------------------------------------------------------------------------
                                                                           Euros                          
                                                                                  Auctentia               
                         Briefmarkenhandel     H.K.Auktions     H.K.Berliner    S.L.Auctions      Final   
                               GmbH                haus             Brief.        Division       balance  
                       -----------------------------------------------------------------------------------
                                                                                                          
----------------------------------------------------------------------------------------------------------
      Industrial                   --                --              --               19             19   
      Property                                                                                            
----------------------------------------------------------------------------------------------------------
      Transfer                     --                 94          1.773               --          2.716   
      Rights                                                                                              
----------------------------------------------------------------------------------------------------------
      Computer                   2.037             7.878          42.189           33.874        85.978   
      Software                                                                                            
----------------------------------------------------------------------------------------------------------
      TOTAL (B)                  2.037             8.821          43.962           33.893        88.713   
----------------------------------------------------------------------------------------------------------
      NET VALUE (A - B)              1             3.721           1.194          270.507       275.423   
----------------------------------------------------------------------------------------------------------

4.     TANGIBLE FIXED ASSETS                                                    

4.1.  The movement of this account is as follows:                 

a)  Gross Values at 30 June, 2002                                 

                                                        [Enlarge/Download Table]


                           -----------------------------------------------------------------------------
                                                                         Euros                          

                             Auctentia           H.K.          H.K.Berline      Auctentia       Final   
                            Deutschland       Auktionhaus           Brief.     S.L.Auction     balance  
                               GmbH                                             Division                
                           -----------------------------------------------------------------------------
                                                                                                        
--------------------------------------------------------------------------------------------------------
      -Technical                    --                 --              --           9.372        9.372  
      Installations and                                                                                 
      Machinery                                                                                         
--------------------------------------------------------------------------------------------------------
      -Tools and                   6.979               --         101.984              --      108.963  
      furniture                                                                                         
--------------------------------------------------------------------------------------------------------
      -Other fixed                 4.116           340.970             --              --      345.086  
      asset                                                                                             
--------------------------------------------------------------------------------------------------------
      TOTAL (A)                   11.095           340.970        101.984           9.372      463.421  
--------------------------------------------------------------------------------------------------------


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     b)  Depreciate funds at 30 of June 2002 and depreciation charges of the
period                                                    

                                                        [Enlarge/Download Table]


                           -----------------------------------------------------------------------------
                                                                      Euros                             

                             Auctentia          H.K.       H.K.Berliner     Auctentia        Final      
                            Deutschland      Auktionhaus       Brief.      S.L.Auctions     balance     
                               GmbH                                          Division                   
                           -----------------------------------------------------------------------------
                                                                                                        
--------------------------------------------------------------------------------------------------------
- Technical                                                                                             
installations                    --                --              --            2.204        2.204     
and Machinery                                                                                           
--------------------------------------------------------------------------------------------------------
- Tools and furniture         1.055                --          95.449               --       96.504     
--------------------------------------------------------------------------------------------------------
- Other fixed asset           1.495           320.898              --               --      322.393     
--------------------------------------------------------------------------------------------------------
TOTAL ( B )                   2.550           320.898          95.449            2.204      421.101     
--------------------------------------------------------------------------------------------------------
NET VALUE                     8.545            20.072           6.535            7.168       42.320     
(A - B)                                                                                                 
--------------------------------------------------------------------------------------------------------

The group fixed assets goods are situated in Spain and Germany.     

     All tangible fixed assets goods are subject to normal trading activities.

5.    FINANCIAL INVESTMENTS                                                     

5.1.   Short-term Financial Investments at 30 June, 2002            

                      ----------------------------------------------------------
                         Euros
                          H.K         H.K.Berliner      Auctentia        Final
                       Auktionshaus      Brief.         S.L.Auctions     balance
                                          Division
                      ----------------------------------------------------------
Other debts                     --         151.332              --       151.332
represented                                                                     
in marketable                                                                   
securities                                                                      
--------------------------------------------------------------------------------
TOTAL                           --         151.332              --       151.332
--------------------------------------------------------------------------------

The amount of 151.332 Euros, that appears in "Other short-term debts
    represented in marketable securities", corresponds to an overage of cash
     that it is reversed in an Investment Fund at Dresdner Bank, which average
rate of return is approximately 2.5%.                               

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6.    TRANSACTIONS MADE WITH GROUP COMPANIES AND ASSOCIATE COMPANIES            

    The debts that the Companies/Divisions maintain with group companies and
     associate companies for commercial transactions, are detailed as follows,
in Euros:                                                           

                                ------------------------
                                 Balance at 30/06/02
                                ------------------------
                                  Debit       Credit
--------------------------------------------------------------------            
GROUP COMPANIES LONG-TERM                   ---       51.745        
GROUP COMPANIES SHORT-TERM              200.310    1.414.538        
--------------------------------------------------------------------            
TOTAL GROUP                             200.310    1.466.283        
--------------------------------------------------------------------            
ASSOCIATE COMPANIES LONG-TERM               ---          ---        
ASSOCIATE COMPANIES SHORT-TERM              ---       19.100        
--------------------------------------------------------------------            
TOTAL ASSOCIATE COMPANIES                   ---       19.100        
--------------------------------------------------------------------            
TOTAL                                   200.310    1.485.383        
--------------------------------------------------------------------            

     By the other hand, Auctentia Deutschland GmbH has a debt with Philagentur
GmbH by Euros 11.781.                                               

The transactions made for the Companies/Divisions with other group  
companies and associate companies are detailed as follows, in Euros:

                                                        [Enlarge/Download Table]


---------------------------------------------------------------------------------------------------
                        AFINSA      AFINSA      GMAI     Mundisinter  Philagentur     INEGOCIA     
      EXPENSES            BT       AUCTIONS,                S.A.         GmbH      Coleccionables  
                                    S.A.                                                           
---------------------------------------------------------------------------------------------------
                                                                                                   
      Supplies         100.950          --        --        244           --                 --    
      Other              8.757          --        --         --       11.871              1.448    
      Expenses                                                                                     
---------------------------------------------------------------------------------------------------
      TOTAL            109.707          --        --        244       11.871              1.448    
---------------------------------------------------------------------------------------------------



---------------------------------------------------------------------------------------------------
      INCOMES           AFINSA      AFINSA      GMAI     Mundisinter  Philagentur       INEGOCIA   
                          BT       AUCTIONS,               S.A.          GmbH        Coleccionables
                                    S.A.                                                           
---------------------------------------------------------------------------------------------------
                                                                                                   
      Sales            452.520     24.508      1.647         ---            ---                --- 
      Other                           ---        ---         ---            ---                --- 
      Incomes          20.858                                                                      
---------------------------------------------------------------------------------------------------
      TOTAL            473.378     24.508      1.647         ---            ---                --- 
---------------------------------------------------------------------------------------------------

7.    INVENTORIES                                                               

There are only commercial inventories by 52.188 Euros from          
H.K.Briefmarkenhandel.                                              

   The stocks appear valued at their cost price, that it is not over their
    market value and such amounts are stated at the lower of cost or market.

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8.    EQUITY                                                                    

      8.1.  The equity detail at June 30, 2002 are detailed as follows in Euros:

                                                        [Enlarge/Download Table]


                     ---------------------------------------------------------------------------------------------------
                                          H.K.                       Auctentia                                          
                       Auctentia        Briefmar-      H.K.        S.L.Auctions   H.K.Berliner      H.K.        Final   
                      Deutschland       kenhandel   Verwaltungs      Division       Brief.      Auktionhaus    Balance  
------------------------------------------------------------------------------------------------------------------------

                                                                                                                        
Capital                   25.000          25.000        25.000        129.925       153.388         50.000      408.313 
Reserves                                                                                                                
Results from             (30.089)          7.980        (4.851)        67.624       115.443        556.393      712.500 
previous years                                                                                                          
Combination               19.606          (9.340)        9.178        238.484       (37.565)       (29.911)     190.452 
Result                                                                                                                  

------------------------------------------------------------------------------------------------------------------------
TOTAL                     14.517          23.640        29.327        436.033       231.266         576.482   1.311.265 
COMBINATION                                                                                                             
EQUITY                                                                                                                  
------------------------------------------------------------------------------------------------------------------------

8.2.  Capital:                                                      

 The Stock Capital of the company Heinrich Kohler Berliner
      Briefmarken- Auktionen GmbH at June 30, 2002 is divided into 4
        registered shares, nominative, with a face value of 91.800 Euros
         each, another share with a face value of 10.458 Euros, and 2 more
         with a face value of 25.564 Euros each, fully subscribed and paid
           in. The stake held corresponds to Auctentia S.A (66,66%), Christian
Burmeister (16,67%) and Hans-Joachim Bull (16,67%).     

            The Stock Capital of the company Heinrich Kohler Auktionshaus GmbH &
  Co KG at June 30, 2002 is divided into 1 registered share,
           nominative, with a face value of 50.000 Euros, fully subscribed and
           paid in. The shareholder is Auctentia S.A. that has got the 100% of
the participation.                                      

     Auctentia, S.L. Auctions Division is the auctions division of
           Auctentia S.L., which stock capital at June 30, 2002 is composed of
           not monetary contributions of tangible and intangible fixed assets,
        made during the fiscal year 2001, with a value of 129.925 Euros.

           The Stock Capital of the company Auctentia Deutschland GmbH at June
            30, 2002 is divided into 1 registered share, nominative, with a face
            value of 25.000 Euros, fully subscribed and paid in. The shareholder
     is Auctentia S.A. that has got the 100% of the participation.

          The Stock Capital of the company Heinrich Kohler Briefmarkenhandel
         GmbH & Co KG at June 30, 2002 is divided into 1 registered share,
          nominative with a face value of 25.000 Euros, fully subscribed and
           paid in. The shareholder is Auctentia S.A. that has got the 100% of
the participation.                                      

            The Stock Capital of the company Heinrich Kohler Verwaltungs GmbH at
            June 30, 2002 is divided into 1 registered share, nominative, with a
    face value of 25.000Euros, fully subscribed and paid in. The
 shareholder is Auctentia S.A that has got the 100% of the
participation.                                          

        No one of the Companies/Divisions have shares stand in a market.

9.    EXTERNAL PARTNERS INTEREST                                                

  It does not apply, because it is a Combination of Financial Statements
without any participation between the companies/divisions.          

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10.   ACCRUED                                                                   

 At June 30, 2002 the Companies/Divisions have accounted some expenses
accrued, as Follows:                                                

                                        --------
                                         Euros
          --------------------------------------
         Other expenses                 29.600
         Employees expenses             13.800
         Profesional fees               18.000
         Examination fees               17.864
         Accrued interest loan           5.113
          --------------------------------------
         Total                          84.377
          --------------------------------------

11.   DEBTS                                                                     

11.1.  The breakdown of this balance is shown below:                

                               Euros
                                     -------------------------
   OTHER DEBTS                           Short-term    Long-term
  --------------------------------------------------------------
 Purchase order advance                  12.000          ---
 Debts for purchases or                                  ---
provision of service                   219.883            
 Discounted bills                     2.082.240          ---
 Public Entities                        305.910          ---
 Accrued wages and salaries              16.890          ---
 Other debts                            660.175          ---
  --------------------------------------------------------------
 TOTAL                                3.297.098          ---
  --------------------------------------------------------------

11.2.    Other information:                                         

          The "Public Entities" balance includes a Company tax provision for
          the fiscal year January 1, 2002 to June 30, 2002 of 131.860 Euros.

       On the other hand, the detail of "Other debts" balance includes
       current accounts with vendors for 433.512 Euros. Also this item
      includes a loan granted to the Company Kohler Wiesbaden by the
           amount of 110.124 Euros, which maturity date is on 18th April 2003.

12.   GUARANTEES COMMITTED WITH THIRD PARTIES AND OTHER CONTINGENT LIABILITIES  

Not applicable.                                                     

13.   OTHER INFORMATION                                                         

The breakdown of the sales for geographic areas is shown below:     

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                 Euros
                 Final balance
                 -------------

Germany                2.818.479    
Spain                  1.202.519    

TOTAL                  4.105.230    

14.   EVENTS AFTER THE CLOSURE                                                  

The following relevant events have happened before the closing date:

   During the quarter ended September 30th, 2002, Auctentia has acquired a
     65% share of Corinphila Auktionen AG of Zurich, Switzerland, probably the
     most prestigious philatelic auctioneer of the world, with site in Zurich,
 Switzerland.This company is expected to be integrated as well in Greg
Manning Auctions Inc. for 2003 fiscal year.                         

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MANAGEMENT REPORT OF THE COMBINATION FINANCIAL STATEMENTS AT JUNE 30, 2002      

 Main companies and businesses on collectibles owned by Auctentia S.L.
are expected to be integrated in Greg Manning Auctions Inc. after January 1,    
2003:                                                                           

o    "Auctentia Auctions" (the division of philatelic and numismatic  
    auctions of Auctentia S.L. , a wholly owned subsidiary of Afinsa
Bienes Tangibles S.A. of Madrid, Spain).                    

    o    Heinrich Kohler Auktionshaus GmbH & Co.KG (main philatelic auctioneer
        of Germany, with site in Wiesbaden, wholly owned by Auctentia S.L.).

   o    Heinrich Kohler Berliner Briefmarken-Auktionen GmbH (Kohler auctions
in Berlin, Germany, 66% owned by Auctentia S.L.).           

   o    Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH &
Co. KG and Heinrich Kohler Verwaltungs GmbH                 

For these companies, fiscal and accounting year begins on January 1st, 2002 and 
finishes on December, 31st, 2002, so that proforma financial statements from    
July 1st, 2001 to June 30th, 2002 have been prepared by Management in accordance
with accounting principles generally accepted in their respective countries,    
including the necessary adjustments to accounting principles generally accepted 
in the United States, and audited by independent public accountants, who have   
expressed their opinion with respect to the fairness of these statements.       

Madrid, 2nd. Of December of 2002                                                

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Appendix K

Audited Combined Financial Statements of
Aucentia Subsidiaries for Three-Month Period Ended
September 30, 2002

K-1 

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Protocol number: 1451                                          2  December 2002 

 AUDIT REPORT OF

 COMBINATION FINANCIAL STATEMENTS OF THE
COMPANIES/DIVISION

Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler Berliner
Briefmarken-Auktionen GmbH, Corinphila Auktionen AG,
Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co.
KG, Heinrich Kohler Verwaltungs GmbH, Auctentia S.L. Auctions Division

 At September 30, 2002

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GROUP AUCTENTIA                                                                 

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF AUCTENTIA GROUP (COMBINED COMPANIES)                     

We have audited the accompanying combined balance sheet of Auctentia Group      
(Combined Companies). Such companies include Heinrich Kohler Auktionshaus GmbH &
Co. KG, Heinrich Kohler Berliner Briefmarken-Auktionen GmbH, Corinphila         
Auktionen AG and Auctential S.L. Auctions Divisions, Auctentia Deutschland GmbH,
Heinrich Kohler Briefmarkenhandel GmbH & Coa KG, Heinrich Kohler Verwaltungs    
GmbH ("Combined Companies") as of September 30, 2002, and the related combined  
statements of operations and retained earnings, and cash flows for the three    
months ended September, 30, 2002. This financial statement is the responsibility
of the Combined Companies management. Our responsibility is to express an       
opinion on this financial statement based on our audit.                         

We conducted our audit in accordance with auditing standards generally accepted 
in the United States of America. Those standards require that we plan and       
perform the audits to obtain reasonable assurance about whether the financial   
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audit provides a          
reasonable basis for our opinion.                                               

In our opinion, the combined financial statement referred to above presents     
fairly, in all material respects, the financial position of the Combined        
Companies as of September 30, 2002 and the results of their operations and their
cash flows for the three months ended September 30, 2002, in conformity with    
accounting principles generally accepted in the United States of America.       

Madrid, 2 December 2002                                                         

/s/ FABREGAS, MERCADE & Co.                                                     
Auditores-Conssultores                                                          

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GROUP AUCTENTIA                                                                 

AUCTENTIA GROUP                                                     
Combined Balance Sheet                                              
September 30, 2002                                                  
(Amounts stated in Euros)*                                          
ASSETS                                                              

 Cash in Banks                                                 1,691,006
 Short-term Investments                                           30,000
 Accounts Receivable                                           5,304,526
 Inventory                                                       531,247
 Prepaid expenses                                                115,244
                                                                 -------
 TOTAL                                                         7,672,023

 Investments                                                      15,888
 Tangibles Fixed Assets                                          364,835
 Intangible Fixed Assets                                         540,846
                                                                 -------
 TOTAL                                                           921,569

 TOTAL                                                         8,593,592
                                                               =========

LIABILITIES AND STOCKHOLDERS' EQUITY                                  

 Other Non-Trade Creditors                                     4,245,272
 Accounts Payable and Accrued Expenses                           663,583
 Due to Related Parties                                          887,340
 Credit institution debts                                        253,054
                                                                 -------
 TOTAL CURRENT LIABILITIES                                     6,049,249

 Due to Related Parties - Long Term                               51,745

 Common Stock                                                  1,123,572
 Additional Paid in Capital                                      505,377
 Retained Earnings - Opening                                     902,953
 Net Income (loss) period                                        -39,304
                                                                 -------
 TOTAL                                                         2,492,598

 TOTAL                                                         8,593,592
                                                               =========

*  Conversion to US$ (Dollars) is considered to be immaterial based on the      
conversion rate as of September 30, 2002 of .98 Euros to US Dollars.      

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GROUP AUCTENTIA                                                                 

AUCTENTIA GROUP                                                             
COMBINED INCOME STATEMENT                                                   
3 Months ended September 30, 2002                                           
(Amounts stated in Euros)*                                                  

Revenues                                                 1,045,596            

Less: Cost of goods sold - sale of merchandise              10,507            

GROSS PROFIT                                             1,035,089            

Selling, General and Administrative Expenses               992,492            

PROFIT LOSS BEFORE TAXATION                                 42,597            

Less:  COMPANY TAX                                          81,901            

NET LOSS                                                  (39,304)            
                                              ========

*  Conversion to US$ (Dollars) is considered to be immaterial based on the      
  average conversion rate for the three months ended September 30, 2002 of .98
Euros to US Dollars.                                                      

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GROUP AUCTENTIA                                                                 

AUCTENTIA GROUP                                                                 
COMBINED STATEMENT OF CASH FLOWS                                                
3 months ended September 30, 2002                                               
(Amounts stated in Euros)*                                                      

Cash Flows from operating activities:                                           
  Net Loss                                                            (39,304)

Adjustments to reconcile net loss to net cash                     
from operating activities:                                
       Depreciation and amortization                                  57,384
       Provision for bad debts                                        16,600
(Increase) decrease in assets:                                
                 Accounts receivable                               (1,283,725)
                 Inventory                                           (479,059)
                 Prepaid expenses                                     (92,221)

Increase (decrease) in Liabilities:                                             
Non-trade creditors, accounts payable       
                and accrued expenses                               1,611,757
                 Due to related parties                              (546,298)
                                                                  ----------
                                                                     (754,866)
                                                                  ----------

Cash flow from investing activities:                                            
      Capital expenditures for purchase of fixed assets              (645,322)
     Decrease in short-term investments                              121,332
                                                                  ----------
                                                                     (523,990)
                                                                  ----------

Cash flow from financing activities:                                            
     Net proceeds from credit institution debt                       253,054
                                                                  ----------

Net change in cash                                                  (1,025,802) 
Cash Banks:                                                                     
     Beginning of year                                             2,716,808
                                                                  ----------
     End of year                                                   1,691,006
                                                                  ==========

*  Conversion to US$ (Dollars) is considered to be immaterial based on the      
  average conversion rate for the three months ended September 30, 2002 of .98
Euros to US Dollars.                                                      

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GROUP AUCTENTIA                                                                 

 NOTES TO THE COMBINATION FINANCIAL STATEMENTS

Of the Companies/Divisions

Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler Berliner
Briefmarken-Auktionen GmbH, Corinphila Auktionen AG, Auctentia
Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co.
KG, Heinrich Kohler Verwaltungs GmbH and Auctentia S.L. Auctions
Division

 At September 30, 2002

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GROUP AUCTENTIA                                                                 

 NOTES FOR THE PERIOD ENDED SEPTEMBER 30, 2002

1.       COMPANIES AND DIVISIONS INCLUDED IN THE COMBINATION                    

The Companies and Divisions included in the Combination of the
     Financial Statements are the following, including social addresses:

        Heinrich Kohler Auktionshaus Gmbh & Co KG was incorporated on December
 22, 2000, for an indefinite period of time and was domiciled in
      Wihelmstrasse 48, 65183 Wiesbaden, Germany. The corporate purpose is
the holding of stamp auctions.                                

         Heinrich Kohler Berliner Briefmarken Auktionen Gmbh was incorporated on
    May 16, 1991 for an indefinite period of time and was domiciled in
       Charlottenburg local court Department B No.40021 Berlin, Germany. The
   corporate purpose is trading and commercial auctioning of stamps.

 Corinphila Auktionen AG was incorporated on July 30,1991 for an
     indefinite period of time and was domiciled in Zollikerstrasse 226,
    CH-8008 Zurich. The corporate purpose is purchasing and selling of
stamp collections; especially on auctions.                    

        Auctentia S.L. was incorporated on December 29, 1999 for an indefinite
    period of time and was domiciled in Madrid, at Joaquin Maria Lopez
      Street, n(0)8 bis. The combination perimeter includes Auctentia S.L.
         Auction Division, which corporate purpose is the holding of any type of
goods and auction services.                                   

         At the same time, there are Auctentia Deutschland GmbH, Heinrich Kohler
        Briefmarkenhandel GmbH & Co KG, Heinrich Kohler Verwaltungs GmbH which
are little significant for the combination.                   

        We have used the Global Integration Method of Consolidation (adding of
        financial statements) for the three companies, unless we have not made
      any elimination of equity because no one of them has any directly or
indirectly participation in the others.                       

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GROUP AUCTENTIA                                                                 

BASES OF THE PRESENTATION OF THE COMBINATION FINANCIAL STATEMENTS               

a)       Accurate Picture:                                                      

The financial statements have been obtained from the          
        Company's/Divisions' accounts ledgers and include some adjustments and
      reclassifications necessary for temporal and value equalization with
     the Leading Company (is considered Auctentia S.A. that is a Spanish
company).                                                     

b)       Transactions included in the Combination Perimeter:                    

        During this fiscal year there has not been any significant transaction
between the companies/divisions.                              

c)       Equalization for the individual accounts of the companies and divisions
included in the Combination Perimeter:                        

         -        Temporal Equalization- The Companies/Divisions Heinrich Kohler
       Auktionshaus Gmbh & Co KG, Heinrich Kohler Berliner
          Briefmarken Auktionen GmbH and Auctentia S.L. Auctions
          Division, Auctentia Deutschland GmbH , Heinrich Kohler
               Briefmarkenhandel GmbH & Co KG, Heinrich Kohler Verwaltungs
           GmbH close their fiscal year on December 31, except the
                  company Corinphila Auktionen AG that closes its fiscal year at
                June 30, but they have provided us with Financial Statements
                 at September 30 in order to prepare the Combination Financial
             Statements, so we have not made any task to equalize this
matter.                                     

   -        Value Equalization- The Assets, Liabilities, Incomes and
          Expenses of the companies/divisions have been valuated
                according with standard principles or in other case, we have
                 not made any adjustments because it is not significant in the
                 combination. These principles are the ones used by the Leader
            Company (a Spanish company) to prepare its own Financial
Statements.                                 

d)       Transactions in Foreign Currency:                                      

All the amounts are in Euros.                                 

e)       Intangible Fixed Assets:                                               

         The items included in the Intangible Assets are registered at their net
        price cost, including the depreciating in accordance with their useful
life.                                                         

        For the Companies/Divisions Heinrich Kohler Auktionshaus Gmbh & Co KG,
 Heinrich Kohler Berliner Briefmarken Auktionen Gmbh, Corinphila
        Auktionen AG y Auctentia S.L. Auctions Division, Auctentia Deutschland
        GmbH , Heinrich Kohler Briefmarkenhandel GmbH & Co KG, Heinrich Kohler
      Verwaltungs GmbH the amortization has been calculated according with
the lineal manner corresponding with its useful life.         

     Computer software                             3, 5 y 10 years
     Transfer rights                                 10 y 20 years
     Industrial property                                   5 years

f)       Tangible Fixed Assets:                                                 

   The items included in the Tangible Assets are registered at their
acquisition cost. For the Companies/Divisions Heinrich Kohler 
 Auktionshaus Gmbh & Co KG, Heinrich Kohler Berliner Briefmarken
    Auktionen Gmbh, Corinphila Auktinen AG and Auctentia S.L. Auctions
Division,                                                     

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GROUP AUCTENTIA                                                                 

       Auctentia Deutschland GmbH , Heinrich Kohler Briefmarkenhandel GmbH &
   Co KG, Heinrich Kohler Verwaltungs GmbH the amortization has been
    calculated according with the lineal manner corresponding with its
useful life, estimated between 3 and 10 years depending on the
characteristics of the good.                                  

g)       Financial Investments:                                                 

 The Companies/Divisions registered its long-term and short-term
   financial investments at their price cost, which approximates its
market value.                                                 

       The Companies/Divisions registered its investments in other companies
at acquisition cost or theoretical book value (the minor).    

h)       Non commercial Credits:                                                

They are registered for the amount given.                     

         The transfer to the profit and loss account provision is made depending
on the risk of recovering the credits.                        

        Credits have been accounted as long-term or short-term depending on if
their expiration date is over than twelve months, or less,    
respectively.                                                 

i)       Stocks:                                                                

         The stocks appear valued at their cost price, that it is not over their
  market value and such amounts are stated at the lower of cost or
market.                                                       

   The company has a tax provision that reduces the stocks value, of
31.355 Euros.                                                 

j)       Other provisions and Accrued expenses:                                 

       The provisions and accrued expenses were made up in the amount of the
probable obligation.                                          

k)       Debts:                                                                 

         Debts appear in the Balance Sheet for their value of reimbursement. The
   difference between the said value and the amount received appears
       separately at the balance assets. In case of considering the debts as
    doubtful debts the appropriate provisions for bad debts have to be
done.                                                         

        All debts, both short and long-term debts, are registered by the total
       nominal amount to be refund (reimbursement value). The classification
       of the debts between short and long-term is done according to whether
their maturity is less or greater than one year respectively. 

l)       Company Profit Tax:                                                    

The Company Tax for the period is calculated according to the 
     Profit/Loss before taxation for each of the companies individually,
        increased or decreased in every case, with the permanent or temporally
differences to the fiscal profit and loss.                    

m)       Income and Expenditure:                                                

      The Income and Expenditure are registered according to the goods and
        services real current represented by them, independently of the moment
       when the monetary or financial current derived from them is produced.

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GROUP AUCTENTIA                                                                 

        However, following the caution principle, the Companies/Divisions only
        register the profit taking at the date of closure, while the risks and
projected losses are registered as soon as they are known.    

n)       Use of Estimates                                                       

     The preparation of combined financial statements in accordance with
  accounting principles generally accepted in the United States of
    America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

o)       Concentration of Credit Risk                                           

    The Company frequently extends trade credit in connection with its
        auction sales, which are held throughout Europe. The Company evaluates
         each customer's creditworthiness on a case-by-case basis; generally the
      customers who receive trade credit are professional dealers who have
 regularly purchased property at the Company's auctions or whose
       reputation within the industry is known and respected by the Company.

       In situations where trade credit is extended, the purchaser generally
takes possession of the property before payment is made by the
      purchaser to the Company, and the Company is liable to the consignor
         for the net sales proceeds (auction hammer price less commission to the
       Company). The Company pays the consignor generally not later than the
         45th day after the sale, and when trade credit is extended, the Company
    assumes all risk of loss associated with the trade credit, and the
  responsibility of collection of the trade credit amount from the
purchaser. Losses to date under these situations have not been
material.                                                     

p)       Cash Equivalents and Concentration of Cash                             

   The Company considers all highly liquid investments with original
        maturities of three months or less to be cash equivalents. The Company
         maintains its cash in bank deposit accounts, which, at times may exceed
    insured limits. The Company has not experienced any losses in such
accounts.                                                     

q)       Financial Instruments                                                  

       The carrying amounts of financial instruments accounts receivable and
        accounts payable approximated fair value because of the relative short
    maturity of these instruments. The carrying value of loans payable
         approximated fair value at based upon quoted market prices for the same
or similar instruments.                                       

r)       Advertising Costs                                                      

         Advertising and catalogue costs are included in marketing costs and are
         expensed as incurred, which occurs in the same quarter that the related
        auction takes place. As a result, assets of the Company do not include
any of these costs. Advertising expenses are immaterial.      

s)       Segment Information                                                    

        The Company operates principally in one segment consisting of auctions
      of various collectibles. All of the Company's sales and identifiable
assets are located in Europe.                                 

t)       Revenue Recognition:                                                   

        Revenue is recognized when the collectibles are sold at auction and is
  represented by an auction commission received from the buyer and
seller. Auction commissions represent a percentage of         

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GROUP AUCTENTIA                                                                 

        the hammer price at auction sales as paid by the buyer and the seller.
   Such amounts of revenue are recorded on a net basis as commission
revenue.                                                      

     The Company also engages in private treaty sales represent sales of
       consigned property and sales of owned inventory. Private treaty sales
         of consigned property occur when an owner of property arranges with the
         Company to sell such consigned property to a third party at a privately
    negotiated price. In such a transaction, the owner may set selling
      price parameters for the Company, or the Company may solicit selling
         prices for the owner, and the owner may reserve the right to reject any
    selling price. The Company does not guarantee a fixed price to the
    owner, which would be payable regardless of the actual sales price
       ultimately received. The Company recognizes as private treaty revenue
     an amount equal to a percentage of the sales price. Such amounts of
   revenue are recorded on a net basis as commission revenue and are
recognized when sold.                                         

3.       INTANGIBLE FIXED ASSET                                                 

3.1.  The movement of the account has been the following:     

a) Gross Values at 30 September, 2002             

                                                        [Enlarge/Download Table]


                             ------------------------------------------------------------------------------------------ 
                                                                         Euros                                          
                                                                                Auctentia                               
                                                                               S.L.Auctions                             
                                   H.K.                             H.K.         Division-       Corinphila             
                              Briefmarkenhandel       H.K.         Berliner      Auctentia       Auktionen      Final   
                                   GmbH           Auktionshaus      Brief.      Subastas S.L.       AG         Balance  
                             ------------------------------------------------------------------------------------------ 
                                                                                                                        

Industrial Property                                                                     71         272.480      272.551 
------------------------------------------------------------------------------------------------------------------------
Transfer Rights                                      4.499           2.812                                        7.311 
------------------------------------------------------------------------------------------------------------------------
Computer Software               2.038                8.044          42.344         182.175                      234.601 
------------------------------------------------------------------------------------------------------------------------
Advances                                                                           138.012                      138.012 
------------------------------------------------------------------------------------------------------------------------
TOTAL (A)                       2.038               12.543          45.156         320.258         272.480      652.475 
------------------------------------------------------------------------------------------------------------------------

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GROUP AUCTENTIA                                                                 

     b) Depreciate funds at 30 September, 2002 and depreciation charges of the
period                                                                          

                                                        [Enlarge/Download Table]


                             ----------------------------------------------------------------------------------------   
                                                                                Euros                                   
                                                                               Auctentia                                
                                                                              S.L.Auctions                              
                                   H.K.                            H.K.        Division-       Corinphila               
                              Briefmarkenhandel      H.K.        Berliner      Auctentia       Auktionen      Final     
                                   GmbH          Auktionshaus     Brief.      Subastas S.L.       AG         Balance    
                             ----------------------------------------------------------------------------------------   
                                                                                                                        

Industrial Property                                                                 23          13.624       13.647     
------------------------------------------------------------------------------------------------------------------------
Transfer Rights                                    1.055          1.812                                       2.867     
------------------------------------------------------------------------------------------------------------------------
Computer Software                  2.037           7.960         42.229         42.890                       95.116     
------------------------------------------------------------------------------------------------------------------------
TOTAL (B)                          2.037           9.015         44.041         42.913          13.624      111.630     
----------------------------------------------------------------------------------------------------------------------- 
NET VALUE                              1           3.528          1.115        277.345         258.856      540.845     
(A - B)                                                                                                                 
------------------------------------------------------------------------------------------------------------------------

4.       TANGIBLE FIXED ASSETS                                                  

4.1.  The movement of this account is as follows:                               

a) Gross Values at 30 September, 2002                               

                                                        [Enlarge/Download Table]


                            --------------------------------------------------------------------------------------------
                                                                             Euros                                      
                              Auctentia                       H.K.        Auctentia                                     
                             Deutschland        H.K.         Berliner     S.L.Auctions    Corinphila       Final        
                                GmbH        Auktionshaus      Brief.       Division      Auktionen AG     Balance       
                            --------------------------------------------------------------------------------------------
                                                                                                                        
------------------------------------------------------------------------------------------------------------------------
-Technical  installations                                                                                               
and Machinery                                                                9.372         443.624        452.996       
------------------------------------------------------------------------------------------------------------------------
- Tools and furniture            6.979                       107.607                       302.673        417.259       
------------------------------------------------------------------------------------------------------------------------
- Other fixed asset              4.116        338.602                                      126.737        469.455       
------------------------------------------------------------------------------------------------------------------------
TOTAL (A)                       11.095        338.602        107.607          9.372        873.034      1.339.710       
------------------------------------------------------------------------------------------------------------------------

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GROUP AUCTENTIA                                                                 

   b) Depreciate funds at 30 of September 2002 and depreciation charges of
the period                                                                      

                                                        [Enlarge/Download Table]


                            --------------------------------------------------------------------------------------------
                                                                   Euros                                                
                              Auctentia                       H.K.        Auctentia                                     
                             Deutschland        H.K.         Berliner     S.L.Auctions    Corinphila       Final        
                                GmbH        Auktionshaus      Brief.       Division      Auktionen AG     Balance       
                            --------------------------------------------------------------------------------------------
                                                                                                                        
-Technical  installations                                                                                               
and Machinery                                                                2.708          277.582        280.290      
------------------------------------------------------------------------------------------------------------------------
-Tools and furniture             1.231                         98.064                       191.092        290.387      
------------------------------------------------------------------------------------------------------------------------
- Other fixed asset              1.744         316.862                                       85.593        404.199      
------------------------------------------------------------------------------------------------------------------------
TOTAL ( B )                      2.975         316.862         98.064         2.708         554.267        974.876      
------------------------------------------------------------------------------------------------------------------------
NET VALUE  (A - B)               8.120          21.740          9.543         6.664         318.767        364.834      
------------------------------------------------------------------------------------------------------------------------

The group fixed assets goods are situated in Spain, Switzerland and   
Germany.                                                              

   All tangible fixed assets goods are subject to normal trading activities.

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GROUP AUCTENTIA                                                                 

5. FINANCIAL INVESTMENTS                                                        

5.1. Long-term Financial Investments at 30 September, 2002                      

                                                        [Enlarge/Download Table]


                                      --------------------------------------------------------------------------
                                                                       Euros                                    
                                                         H.K.        Auctentia                                  
                                           H.K.         Berliner     S.L.Auctions    Corinphila       Final     
                                       Auktionshaus      Brief.       Division      Auktionen AG     Balance    
                                      --------------------------------------------------------------------------
                                                                                                                
----------------------------------------------------------------------------------------------------------------
      Guaranties and deposits               ---          15.888          ---             ---         15.888     
----------------------------------------------------------------------------------------------------------------
      TOTAL                                 ---          15.888          ---             ---         15.888     

  The amount of 15.888 Euros, that appears in "Guaranty and Deposits L/T",
corresponding to the rent deposit.                                    

5.2. Short-term Financial Investments at 30 September, 2002                     

Heinrich Kohler Verwaltungs GmbH has invested 30.000 Euros into a     
short-term deposit by the BHF-Bank.                                   

6.   TRANSACTIONS MADE WITH GROUP  COMPANIES AND ASSOCIATE COMPANIES            

  The debts that the Companies/Divisions maintain with group companies and
   associate companies for commercial transactions, are detailed as follows,
in Euros:                                                             

                                               Balance at 30/09/02
                                               ---------------------------
                                               Debit            Credit
                                               ---------------------------
     GROUP COMPANIES LONG-TERM                    ---             51.745
     GROUP COMPANIES SHORT-TERM                 255.022          868.240

      --------------------------------------------------------------------
     TOTAL GROUP COMPANIES                      255.022          919.985
      --------------------------------------------------------------------

   ASSOCIATE COMPANIES LONG-TERM                ---              ---
     ASSOCIATE COMPANIES SHORT-TERM               ---             19.100

      --------------------------------------------------------------------
     TOTAL ASSOCIATE COMPANIES                    ---             19.100
      --------------------------------------------------------------------
     TOTAL                                      255.022          939.085
      --------------------------------------------------------------------

    The transactions made for the Companies/Divisions with other group
      companies and associate companies are detailed as follows, in Euros:

                   ---------------------------------------------------------
                  EXPENSES              AFINSA BT        Mundisinter, S.A.
                   ---------------------------------------------------------
            Supplies                6.484                1.098
            Other expenses            276                  ---
                   ---------------------------------------------------------
            TOTAL                   6.760                1.098
                   ---------------------------------------------------------

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GROUP AUCTENTIA                                                                 

                   ---------------------------------------------------------
                  INCOMES               AFINSA BT        Mundisinter, S.A.
                   ---------------------------------------------------------

           Sales                   21.265                ---
           Other incomes            2.702                ---
                   ---------------------------------------------------------
           TOTAL                   23.967                ---
                   ---------------------------------------------------------

7.       INVENTORIES                                                            

The inventories breakdown at September 30, 2002 is as follows:

                                                         Final Balance
      Commercial Inventories                             302.405
      Advance to Suppliers                               260.177
      Provisions                                        (31.335)
         -------------------------------------------------------------
      TOTAL                                              531.247
         -------------------------------------------------------------

8.       EQUITY                                                                 

  8.1.     The equity detail at September 30, 2002 are detailed as
follows in Euros:                           

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------------------------------------
                        Auctentia                                                            H.K.                             
                          S.L.          H.K.        H.K.       Corinphila    Auctentia     Briefmark-    H.K.                 
                        Auctions       Berliner   Auktions-    Auktionen    Deutschland     enhandel    Verwal-     Final     
                        Division        Brief.      haus          AG           GmbH          GmbH        tungs     Balance    
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Capital                   129.925      153.388      50.000      681.199       25.000        25.000       25.000    1.089.511  
Reserves                                                         34.060                                               34.060  
Results from                                                                                                                  
previous year             311.187      113.196     526.482      464.982      (10.483)       (1.361)       4.327    1.408.330  
Combination Result        (34.655)      45.786     155.049     (211.710)       4.081         2.367         (223)     (39.304) 
------------------------------------------------------------------------------------------------------------------------------
TOTAL COMINATION                                                                                                              
EQUITY                    406.457      312.370     731.531      968.531       18.598        26.006       29.104    2.492.597  
------------------------------------------------------------------------------------------------------------------------------

8.2.     Capital:                                             

             The stock capital of the company Heinrich Kohler Berliner
               Briefmarken Auktionen Gmbh at September 30, 2002 is divided
               into 4 registered shares, nominatives, with a face value of
                91.800 Euros each, another share with a face value of 10.458
                  Euros and 2 more with a face value of 25.564 Euros each, fully
         subscribed and paid in. The stake held corresponds to
             Auctentia S.A (66,66%), Christian Burmeister (16,67%) and
Hans-Joachim Bull (16,67%).                 

                 The stock capital of the company Heinrich Kohler Auktionshaus
        GmbH & Co KG at September 30, 2002 is divided into 1
             registered share, nominative, with a face value of 50.000
                Euros each, fully subscribed and paid in. The shareholder is
              Auctentia S.A. that has got the 100% of the participation.

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GROUP AUCTENTIA                                                                 

               The stock capital of the company Corinphila Auktionen AG at
                September 30, 2002 is divided into 10.000 registered shares,
            nominatives, with a face value of 100 CHF each, numbered
         consecutively from 1 to 10.000, both inclusive, fully
subscribed and paid in.                     

                 Auctentia, S.L. Auctions Division is the auctions division of
          Auctentia S.L., which stock capital is composed of not
           monetary contributions of tangible and intangible fixed
             assets, made during the fiscal year 2001, with a value of
129.925 Euros.                              

                  The Stock Capital of the company Auctentia Deutschland GmbH at
          September 30, 2002 is divided into 1 registered share,
        nominative, with a face value of 25.000 Euros, fully
                  subscribed and paid in. The shareholder is Auctentia S.A. that
has got the 100% of the participation.      

    The Stock Capital of the company Heinrich Kohler
           Briefmarkenhandel GmbH & Co KG at September 30, 2002 is
                 divided into 1 registered share, nominative with a face value
                  of 25.000 Euros, fully subscribed and paid in. The shareholder
                 is Auctentia S.A. that has got the 100% of the participation.

                The Stock Capital of the company Heinrich Kohler Verwaltungs
                  GmbH at September 30, 2002 is divided into 1 registered share,
                  nominative, with a face value of 25.000Euros, fully subscribed
                  and paid in. The shareholder is Auctentia S.A that has got the
100% of the participation.                  

            No one of the Companies/Divisions have shares stand in a
market.                                     

9.       EXTERNAL PARTNERS INTEREST                                             

        It does not apply, because it is a Combination of Financial Statements
without any participation between the companies/divisions.    

10.      ACCRUED                                                                

   At September 30, 2002 the companies/divisions have accounted some
expenses accrued, as follows:                                 

                                         ---------
                                       Euros
 -------------------------------------------------
Other expenses                            48.725
Employees expenses                        13.100
Professional fees                         23.000
Examination fees                          18.600
Accrued interest loan                      7.200
 -------------------------------------------------
Total                                    110.625
 -------------------------------------------------

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GROUP AUCTENTIA                                                                 

11.      DEBTS                                                                  

11.1. The breakdown of this balance is shown below:           

                ----------------------------------------------------------------
                                 Euros
                DEBTS WITH CREDIT INSTITUTIONS       ---------------------------
                                                    Short-term     Long-term
                ----------------------------------------------------------------
          Loans and other debts                 253.054          ---
                ----------------------------------------------------------------
          TOTAL                                 253.054          ---

               ---------------------------------------------------------------
                                   Euros
               OTHER DEBTS                           -------------------------
                                                     Short-term    Long-term
               ---------------------------------------------------------------
           Public Entities                           518.891       ---
           Accrued wages and salaries                229.296       ---
           Other debts                             3.497.085       ---
           Descounted bills                          182.216       ---
Debts for purchases or provision                
   of service                              481.367
               ---------------------------------------------------------------
 TOTAL                                   4.908.855
               ---------------------------------------------------------------

11.2. Other information:                                      

            The " Loans and other debts" account includes at September 30,
               2002 a balance of 253.028 Euros corresponding to a loan agreement
              with UBS Zurich Bank, that has a overdraft facilities limited up
               to 1.461.800 Euros. Also this item includes a loan granted to the
           Company Kohler Wiesbaden by the amount of 110.124 Euros which
maturity date is on 18th April 2003.              

    12.   GUARANTEES COMMITTED WITH THIRD PARTIES AND OTHER CONTINGENT
LIABILITIES                                       

Not applicable.                                   

13.   OTHER INFORMATION                                       

Total Operating Revenues:                         

                                                        [Enlarge/Download Table]


                       ----------------------------------------------------------------------------------------------------------
                                                                                                   H.K.        H.K.              
                                          H.K.        Auctentia       Corinphila                 Briefmark    Verwal-            
                        H.K. Aukti-     Berliner     S.L. Auction     Auktionen     Auctentia    enhandel      tungs   Final     
                         onshaus         Brief.        Division          AG        Deutschland     GmbH        GmbH    Balance   
-------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                 
Operating                                                                                                                        
Revenues                 694.190        278.492        66.279           --             522          6.113        --    1.045.596 
-------------------------------------------------------------------------------------------------------------------------------- 
TOTAL                    694.190        278.492        66.279           --             522          6.113        --    1.045.596 
-------------------------------------------------------------------------------------------------------------------------------- 

The breakdown of the sales for geographic areas is shown below:       

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GROUP AUCTENTIA                                                                 

           -------------------
           Euros
           -------------------
           Final balance
-------------------------------------------------------                         
Germany                                    979.317                              
Spain                                       66.279                              
Switzerland                                   ---                               
-------------------------------------------------------                         
TOTAL                                    1.045.596                              
-------------------------------------------------------                         

14.      EVENTS AFTER THE CLOSURE                                               

No relevant subsequent events have occurred.                  

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GROUP AUCTENTIA                                                                 

 MANAGEMENT REPORT OF THE COMBINATION FINANCIAL STATEMENTS
 AT SEPTEMBER 30, 2002

Main companies and businesses on collectibles owned by Auctentia S.L. are       
expected to be integrated in Greg Manning Auctions Inc. after January 1, 2003:  

o    "Auctentia Auctions" (the division of philatelic and numimastic  
    auctions of Auctentia S.L. , a wholly owned subsidiary of Afinsa
Bienes Tangibles S.A. of Madrid, Spain).                    

    o    Heinrich Kohler Auktionshaus GmbH & Co.KG (main philatelic auctioneer
        of Germany, with site in Wiesbaden, wholly owned by Auctentia S.L.).

   o    Heinrich Kohler Berliner Briefmarken-Auktionen GmbH (Kohler auctions
in Berlin, Germany, 66% owned by Auctentia S.L.).           

   o    Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH &
Co. KG and Heinrich Kohler Verwaltungs GmbH                 

o    Corinphila Auktionen AG of Zurich, Switzerland (probably the most
         prestigious philatelic auctioneer of the world, with site in Zurich ,
      Switzerland, 65% acquired by Auctentia S.L. in September 30, 2002)

Excepting Corinphila Auktionen AG, whose fiscal and accounting year is similar  
to Greg Manning Auctions Inc., for the outstanding companies, fiscal and        
accounting year begins on January 1st, 2002 and finishes on December 31st, 2002.
However , quarterly financial statements as of September 30th, 2002, have been  
prepared by Management in accordance with accounting principles generally       
accepted in their respective countries, including the necessary adjustments to  
accounting principles generally accepted in the United States, and audited by   
independent public accountants, who have expressed their opinion with respect to
the fairness of these statements.                                               

Madrid, 2nd December of 2002.                                                   

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Appendix L

Audited Combined Financial Statements of
Aucentia Subsidiaries for the Year Ended
 December 31, 2002

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                                                                January 24, 2003

 AUDIT REPORT OF

COMBINATION OF FINANCIAL STATEMENTS OF THE
COMPANIES/DIVISION

Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler Berliner
Briefmarken-Auktionen GmbH, Corinphila Auktionen AG,
 Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co
KG, Heinrich Kohler Verwaltungs GmbH, Auctentia S.L. Auctions Division and
Auctentia Subastas S.L. 

At December 31, 2002

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INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF AUCTENTIA GROUP (COMBINED COMPANIES)                     

We have audited the accompanying combined balance sheet of Auctentia Group      
(Combined Companies). Such companies include Heinrich Kohler Auktionshaus GmbH &
Co. KG, Heinrich Kohler Berliner Briefmarken-Auktionen GmbH, Corinphila         
Auktionen AG, Auctentia S.L. Auctions Divisions and Auctentia Subastas S.L.,    
Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co KG and  
Heinrich Kohler Verwaltungs GmbH ("Combined Companies") as of December 31, 2002,
and the related combined statements of operations and retained earnings, and    
cash flows for the three months ended December, 31, 2002. This financial        
statement is the responsibility of the Combined Companies management. Our       
responsibility is to express an opinion on this financial statement based on our
audit.                                                                          

We conducted our audit in accordance with auditing standards generally accepted 
in the United States of America. Those standards require that we plan and       
perform the audits to obtain reasonable assurance about whether the financial   
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audit provides a          
reasonable basis for our opinion.                                               

In our opinion, the combined financial statement referred to above presents     
fairly, in all material respects, the financial position of the Combined        
Companies as of December 31, 2002 and the results of their operations and their 
cash flows for the three months ended December 31, 2002, in conformity with     
accounting principles generally accepted in the United States of America.       

Madrid, January 24, 2003                                                        

FABREGAS, MERCADE & Co.                                                         
Auditors - Consultors                                                           

Javier Mercade Campabadal                                                       

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 AUCTENTIA GROUP
Combined Balance Sheet
 December 31, 2002
(Amounts stated in Euros)*

ASSETS                                                                

 Cash in Banks                                                   713,774
 Short-term Investments                                           79,863
 Debtors group companies                                         341,685
 Accounts Receivable                                           2,423,301
 Inventory                                                       703,782
 Prepaid expenses                                                112,732
                                                                 -------
 TOTAL                                                         4,375,137
                                                               =========

 Investments                                                      36,019
 Tangibles Fixed Assets                                          359,576
 Intangible Fixed Assets                                         609,901
                                                                 -------
 TOTAL                                                         1,005,496
                                                               =========

 TOTAL                                                         5,380,633
                                                               =========

LIABILITIES AND STOCKHOLDERS' EQUITY                                  

 Other Non-Trade Creditors                                     1,389,536
 Accounts Payable and Accrued Expenses                           642,616
 Due to Related Parties                                        1,117,340
 Credit institutions and other debts                             393.106
                                                                 -------
 TOTAL CURRENT LIABILITIES                                     3,542,598
                                                               =========

 Credit institutions debts                                        20,034
 Due to Related Parties - Long Term                               51,745
                                                                  ======
 LONG TERM DEBTS                                                  71,779
                                                                  ======

 Common Stock                                                  1,096,071
 Retained Earnings - Opening                                   1,403,087
 Net Income (loss) period                                      (732,902)
                                                               ---------
 TOTAL                                                         1,766,256
                                                               =========

 TOTAL                                                         5,380,633
                                                               =========

*  Differences caused by the Conversion to US$ (Dollars) are considered         
  immaterial based on the conversion rate as of December 31, 2002, being 1Euro
1,0487 US Dollars.                                                        

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 AUCTENTIA GROUP
 COMBINED INCOME STATEMENT
3 Months ended December 31, 2002
(Amounts stated in Euros)*

Revenues                                                 704,236                

Less: Cost of goods sold - sale of merchandise          (244,188)               

                                      ----------
GROSS PROFIT                                             460,048                

Selling, General and Administrative Expenses          (1,168,538)               

PROFIT LOSS BEFORE TAXATION                             (708,490)               

Less: COMPANY TAX                                        (24,412)               

NET LOSS                                                (732,902)               
                                      ==========

*  Differences caused by the Conversion to US$ (Dollars) are considered         
  immaterial based on the conversion rate as of December 31, 2002, being 1Euro
1,0487 US Dollars.                                                        

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AUCTENTIA GROUP                                                                 
COMBINED STATEMENT OF CASH FLOWS                                                
3 months ended December 31, 2002                                                
(Amounts stated in Euros)*                                                      

Cash Flows from operating activities:                                           
     Net Loss                                                          (732,902)
Adjustments to reconcile net loss to net                              
cash from operating activities:                                       
        Depreciation and amortization                                   48,232
        Provision for bad debts                                         23,195
(Increase) decrease in assets:                                
                 Accounts receivable                                 2,538,691
                  Inventory                                            (172,535)
                 Prepaid expenses                                        2,512

Increase (decrease) in Liabilities:                                             
Non-trade creditors, accounts payable       
                    and accrued expenses                             (2,876,703)
                 Due to related parties and others                     250,034
                                                                    ----------
                                                                       (919,476)

Cash flow from investing activities:                                            
    Capital expenditures for purchase of fixed assets                  132,159
     Decrease in short-term investments                                 (49,863)
                                                                    ----------
                                                                        82,296

Cash flow from financing activities:                                            
     Net proceeds from credit institution debt and other               (140,052)

Net change in cash                                                     (977,232)
Cash Banks:                                                                     
    Beginning of year                                                1,691,006
    End of year                                                        713,774

*  Differences caused by the Conversion to US$ (Dollars) are considered         
  immaterial based on the conversion rate as of December 31, 2002, being 1Euro
1,0487 US Dollars.                                                        

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 NOTES TO THE COMBINATION FINANCIAL STATEMENTS

 Of the Companies/Division

Heinrich Kohler Auktionshaus GmbH & Co. KG, Heinrich Kohler Berliner
Briefmarken-Auktionen GmbH, Corinphila Auktionen AG, Auctentia
Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH & Co.
KG, Heinrich Kohler Verwaltungs GmbH and Auctentia S.L. Auctions
Division and Auctentia Subastas S.L.

At December 31, 2002

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NOTES FOR THE PERIOD ENDED DECEMBER 31, 2002

1.    COMPANIES AND DIVISIONS INCLUDED IN THE COMBINATION                       

    The Companies and Divisions included in the Combination of the Financial
Statements are the following, including social addresses:           

      Heinrich Kohler Auktionshaus Gmbh & Co KG was incorporated on December 22,
     2000, for an indefinite period of time and was domiciled in Wihelmstrasse
 48, 65183 Wiesbaden, Germany. The corporate purpose is the holding of
stamp auctions.                                                     

   Heinrich Kohler Berliner Briefmarken Auktionen Gmbh was incorporated on
May 16, 1991 for an indefinite period of time and was domiciled in  
 Charlottenburg local court Department B No.40021 Berlin, Germany. The
corporate purpose is trading and commercial auctioning of stamps.   

      Corinphila Auktionen AG was incorporated on July 30,1991 for an indefinite
    period of time and was domiciled in Zollikerstrasse 226, CH-8008 Zurich.
 The corporate purpose is purchasing and selling of stamp collections;
especially on auctions.                                             

  Auctentia S.L. was incorporated on December 29, 1999 for an indefinite
      period of time and was domiciled in Madrid, at Joaquin Maria Lopez Street,
n(0)8 bis. The combination perimeter includes Auctentia S.L. Auction
     Division, which corporate purpose is the holding of any type of goods and
auction services. Auctentia Subastas S.L. is a sociaty that has been
    created during this period but has no activity and in the future will be
integrated into Auctentia S.L. Auctions Division.                   

   At the same time, there are Auctentia Deutschland GmbH, Heinrich Kohler
      Briefmarkenhandel GmbH & Co KG, Heinrich Kohler Verwaltungs GmbH which are
little significant for the combination.                             

  We have used the Global Integration Method of Consolidation (adding of
financial statements) for the companies, unless we have not made any
elimination of equity because no one of them has any directly or    
indirectly participation in the others.                             

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2.    BASES OF THE PRESENTATION OF THE COMBINATION FINANCIAL STATEMENTS         

a) Accurate Picture:                                                

The financial statements have been obtained from the          
        Company's/Divisions' accounts ledgers and include some adjustments and
      reclassifications necessary for temporal and value equalization with
     the Leading Company (is considered Auctentia S.A. that is a Spanish
company).                                                     

b) Transactions included in the Combination Perimeter:              

        During this fiscal year there has not been any significant transaction
between the companies/divisions.                              

      c) Equalization for the individual accounts of the companies and divisions
included in the Combination Perimeter:                        

         -        Temporal Equalization- The Companies/Divisions Heinrich Kohler
       Auktionshaus Gmbh & Co KG, Heinrich Kohler Berliner
                Briefmarken Auktionen GmbH, Auctentia S.L. Auctions Division
             and Auctentia Subastas S.L., Auctentia Deutschland GmbH ,
            Heinrich Kohler Briefmarkenhandel GmbH & Co KG, Heinrich
               Kohler Verwaltungs GmbH close their fiscal year on December
                  31, except the company Corinphila Auktionen AG that closes its
          fiscal year at June 30, but they have provided us with
               Financial Statements at December 31 in order to prepare the
                  Combination Financial Statements, so we have not made any task
to equalize this matter.                    

   -        Value Equalization- The Assets, Liabilities, Incomes and
          Expenses of the companies/divisions have been valuated
                according with standard principles or in other case, we have
                 not made any adjustments because it is not significant in the
                 combination. These principles are the ones used by the Leader
            Company (a Spanish company) to prepare its own Financial
Statements.                                 

d) Transactions in Foreign Currency:                                

All the amounts are in Euros.                                 

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e) Intangible Fixed Assets:                                         

         The items included in the Intangible Assets are registered at their net
        price cost, including the depreciating in accordance with their useful
life.                                                         

        For the Companies/Divisions Heinrich Kohler Auktionshaus Gmbh & Co KG,
 Heinrich Kohler Berliner Briefmarken Auktionen Gmbh, Corinphila
 Auktionen AG and Auctentia S.L. Auctions Division and Auctentia
Subastas S.L., Auctentia Deutschland GmbH , Heinrich Kohler   
      Briefmarkenhandel GmbH & Co KG, Heinrich Kohler Verwaltungs GmbH the
   amortization has been calculated according with the lineal manner
corresponding with its useful life.                           

              Computer software                          3, 5 y 10 years
              Transfer rights                              10 y 20 years
              Industrial property                                5 years

f) Tangible Fixed Assets:                                           

   The items included in the Tangible Assets are registered at their
acquisition cost. For the Companies/Divisions Heinrich Kohler 
 Auktionshaus Gmbh & Co KG, Heinrich Kohler Berliner Briefmarken
    Auktionen Gmbh, Corinphila Auktinen AG and Auctentia S.L. Auctions
   Division and Auctentia Subastas S.L.,Auctentia Deutschland GmbH ,
 Heinrich Kohler Briefmarkenhandel GmbH & Co KG, Heinrich Kohler
      Verwaltungs GmbH the amortization has been calculated according with
         the lineal manner corresponding with its useful life, estimated between
3 and 10 years depending on the characteristics of the good.  

g) Financial Investments:                                           

 The Companies/Divisions registered its long-term and short-term
   financial investments at their price cost, which approximates its
market value.                                                 

                           The Companies/Divisions registered its investments in
    other companies at acquisition cost or theoretical book value (the
minor).                                                       

h) Non commercial Credits:                                          

They are registered for the amount given.                     

         The transfer to the profit and loss account provision is made depending
on the risk of recovering the credits.                        

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        Credits have been accounted as long-term or short-term depending on if
their expiration date is over than twelve months, or less,    
respectively.                                                 

i)   Stocks:                                                            

         The stocks appear valued at their cost price, that it is not over their
  market value and such amounts are stated at the lower of cost or
market.                                                       

   The company has a tax provision that reduces the stocks value, of
31.637 Euros.                                                 

j)   Other provisions and Accrued expenses:                             

       The provisions and accrued expenses were made up in the amount of the
probable obligation.                                          

k)   Debts:                                                             

         Debts appear in the Balance Sheet for their value of reimbursement. The
   difference between the said value and the amount received appears
       separately at the balance assets. In case of considering the debts as
    doubtful debts the appropriate provisions for bad debts have to be
done.                                                         

        All debts, both short and long-term debts, are registered by the total
       nominal amount to be refund (reimbursement value). The classification
       of the debts between short and long-term is done according to whether
their maturity is less or greater than one year respectively. 

l)   Company Profit Tax:                                                

The Company Tax for the period is calculated according to the 
     Profit/Loss before taxation for each of the companies individually,
        increased or decreased in every case, with the permanent or temporally
differences to the fiscal profit and loss.                    

m)   Income and Expenditure:                                            

      The Income and Expenditure are registered according to the goods and
        services real current represented by them, independently of the moment
       when the monetary or financial current derived from them is produced.

        However, following the caution principle, the Companies/Divisions only
        register the profit taking at the date of closure, while the risks and
projected losses are registered as soon as they are known.    

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n)   Use of Estimates                                                   

     The preparation of combined financial statements in accordance with
  accounting principles generally accepted in the United States of
    America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

o)   Concentration of Credit Risk                                       

    The Company frequently extends trade credit in connection with its
        auction sales, which are held throughout Europe. The Company evaluates
         each customer's creditworthiness on a case-by-case basis; generally the
      customers who receive trade credit are professional dealers who have
 regularly purchased property at the Company's auctions or whose
       reputation within the industry is known and respected by the Company.

       In situations where trade credit is extended, the purchaser generally
takes possession of the property before payment is made by the
      purchaser to the Company, and the Company is liable to the consignor
         for the net sales proceeds (auction hammer price less commission to the
       Company). The Company pays the consignor generally not later than the
         45th day after the sale, and when trade credit is extended, the Company
    assumes all risk of loss associated with the trade credit, and the
  responsibility of collection of the trade credit amount from the
purchaser. Losses to date under these situations have not been
material.                                                     

p)    Cash Equivalents and Concentration of Cash                          

   The Company considers all highly liquid investments with original
        maturities of three months or less to be cash equivalents. The Company
         maintains its cash in bank deposit accounts, which, at times may exceed
    insured limits. The Company has not experienced any losses in such
accounts.                                                     

q)  Financial Instruments                                             

       The carrying amounts of financial instruments accounts receivable and
        accounts payable approximated fair value because of the relative short
    maturity of these instruments. The carrying value of loans payable
         approximated fair value at based upon quoted market prices for the same
or similar instruments.                                       

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r)  Advertising Costs                                                 

         Advertising and catalogue costs are included in marketing costs and are
         expensed as incurred, which occurs in the same quarter that the related
        auction takes place. As a result, assets of the Company do not include
any of these costs.                                           

s)  Segment Information                                               

        The Company operates principally in one segment consisting of auctions
      of various collectibles. All of the Company's sales and identifiable
assets are located in Europe.                                 

t)  Revenue Recognition:                                              

        Revenue is recognized when the collectibles are sold at auction and is
  represented by an auction commission received from the buyer and
        seller. Auction commissions represent a percentage of the hammer price
       at auction sales as paid by the buyer and the seller. Such amounts of
revenue are recorded on a net basis as commission revenue.    

     The Company also engages in private treaty sales represent sales of
       consigned property and sales of owned inventory. Private treaty sales
         of consigned property occur when an owner of property arranges with the
         Company to sell such consigned property to a third party at a privately
    negotiated price. In such a transaction, the owner may set selling
      price parameters for the Company, or the Company may solicit selling
         prices for the owner, and the owner may reserve the right to reject any
    selling price. The Company does not guarantee a fixed price to the
    owner, which would be payable regardless of the actual sales price
       ultimately received. The Company recognizes as private treaty revenue
     an amount equal to a percentage of the sales price. Such amounts of
   revenue are recorded on a net basis as commission revenue and are
recognized when sold.                                         

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3.    INTANGIBLE FIXED ASSET                                                    

3.1. The movement of the account has been the following:      

a) Gross Values at 31 December, 2002                          

                                                        [Enlarge/Download Table]


                       ---------------------------------------------------------------------------
                                                         Euros                                    
                                                        Auctentia                                 
                                                       S.L.Auctions                               
                                             H.K.        Division-      Corinphila                
                            H.K.           Berliner     Auctentia        Auktionen       Final    
                        Auktionshaus        Brief.      Subastas S.L.       AG           Balance  
                       ---------------------------------------------------------------------------

                                                                                                  
--------------------------------------------------------------------------------------------------
Industrial Property           --              --            71            275.103        275.174  
--------------------------------------------------------------------------------------------------
Transfer Rights              4.499           2.812           --             --             7.311  
--------------------------------------------------------------------------------------------------
Computer Software            8.042          45.284         349.663          --           402.989  
--------------------------------------------------------------------------------------------------
Advances                      --              --             6.400          --             6.400  
--------------------------------------------------------------------------------------------------
TOTAL (A)                   12.541          48.096         356.134        275.103        691.874  

      b) Depreciate funds at 31 December, 2002 and depreciation charges of
the period                                                                      

                                                        [Enlarge/Download Table]


                       ------------------------------------------------------------------------------
                                                         Euros                                       
                                                        Auctentia                                    
                                                       S.L.Auctions                                  
                                             H.K.        Division-      Corinphila                   
                            H.K.           Berliner     Auctentia        Auktionen       Final       
                        Auktionshaus        Brief.      Subastas S.L.       AG           Balance     
                       ------------------------------------------------------------------------------

                                                                                                     
-----------------------------------------------------------------------------------------------------
Industrial Property          --                --            29            27.510         27.539     
-----------------------------------------------------------------------------------------------------
Transfer Rights             1.169             2.809          --               --           3.978     
-----------------------------------------------------------------------------------------------------
Computer Software           7.821            42.635          --               --          50.456     
-----------------------------------------------------------------------------------------------------
TOTAL (B)                   8.990            45.444           29           27.510         81.973     
-----------------------------------------------------------------------------------------------------
NET VALUE                   3.551             2.652      356.105          247.593        609.901     
(A - B)                                                                                              
-----------------------------------------------------------------------------------------------------

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4.    TANGIBLE FIXED ASSETS                                                     

4.1. The movement of this account is as follows:                    

a) Gross Values at 31 December, 2002                          

                                                        [Enlarge/Download Table]


                             -------------------------------------------------------------------------------------
                                                                             Euros                                
                                                                           Auctentia                              
                                                                          S.L.Auctions                            
                                 H.K.                          H.K.         Division-      Corinphila             
                              Deutschland       H.K.         Berliner      Auctentia       Auktionen       Final  
                                 GmbH       Auktionshaus      Brief.       Subastas S.L.      AG          Balance 
                             -------------------------------------------------------------------------------------
                                                                                                                  
------------------------------------------------------------------------------------------------------------------
-Technical  installations                                                                                         
and Machinery                    --              --             --             --           447.895        447.895
------------------------------------------------------------------------------------------------------------------
- Tools and furniture           6.979            --             --             --           311.151        318.130
------------------------------------------------------------------------------------------------------------------
- Other fixed asset             4.116         326.829         95.703         14.842         127.957        569.447
------------------------------------------------------------------------------------------------------------------
TOTAL (A)                      11.095         326.829         95.703         14.842         887.003      1.335.472
------------------------------------------------------------------------------------------------------------------

         b) Depreciate funds at 31 December 2002 and depreciation charges of the
period                                                                          

                                                        [Enlarge/Download Table]


                             -------------------------------------------------------------------------------------
                                                                             Euros                                
                                                                           Auctentia                              
                                                                          S.L.Auctions                            
                                 H.K.                          H.K.         Division-      Corinphila             
                              Deutschland       H.K.         Berliner      Auctentia       Auktionen       Final  
                                 GmbH       Auktionshaus      Brief.       Subastas S.L.      AG          Balance 
                             -------------------------------------------------------------------------------------
                                                                                                                  
------------------------------------------------------------------------------------------------------------------
-Technical  installations                                                                                         
and Machinery                     --             --             --              --          291.474        291.474
------------------------------------------------------------------------------------------------------------------
-Tools and furniture             1.403           --             --              --          205.752        207.155
------------------------------------------------------------------------------------------------------------------
- Other fixed asset              1.990         301.790         85.229            1           88.257        477.267
------------------------------------------------------------------------------------------------------------------
TOTAL ( B )                      3.393         301.790         85.229            1          585.483        975.896
------------------------------------------------------------------------------------------------------------------
NET VALUE  (A - B)               7.702          25.039         10.474       14.841          301.520        359.576
------------------------------------------------------------------------------------------------------------------

The group fixed assets goods are situated in Spain, Switzerland and Germany.    

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     All tangible fixed assets goods are subject to normal trading activities.

5.    FINANCIAL INVESTMENTS                                                     

5.1. Long-term Financial Investments at 31 December, 2002           

                                                        [Enlarge/Download Table]


                      ---------------------------------------------------------------------------------
                                                         Euros                                         
                                                        Auctentia                                      
                                                       S.L.Auctions                                    
                                             H.K.        Division-      Corinphila                     
                            H.K.           Berliner     Auctentia        Auktionen       Final         
                        Auktionshaus        Brief.      Subastas S.L.       AG           Balance       
                      ---------------------------------------------------------------------------------

                                                                                                       
Securities portfolio          --              --           20.000           --            20.000       
Guaranties deposits and       --             16.019          --             --            16.019       
deposits given by the                                                                                  
company                                                                                                
-------------------------------------------------------------------------------------------------------
TOTAL                         --             16.019        20.000           --            36.019       
-------------------------------------------------------------------------------------------------------

         This long-term financial investment is a FIAMMsubscribed by the
           company of a total amount of 40.000 Euros. This investment is the
           guarantee deposited by the company of the debt Auctentia has with
             Soler S.A. Filatelia and Aureo Subastas of a total amount of 40.068
        Euros, which due dates are 31.12.03 and 31.12.04. Although the
           nature of the investment is short term, the company has posted an
           amount of 20.000 Euros under long-term because of the due date of
the debt its guaranteeing.                            

            The amount of 16.019 Euros, that appears in "Guaranty and Deposits
L/T", corresponding to bails for the rented pemises.  

5.2. Short-term Financial Investments at 31 December, 2002                      

                                                        [Enlarge/Download Table]


                       -------------------------------------------------------------------------
                                                         Euros                                  
                                                        Auctentia                               
                                                       S.L.Auctions                             
                                             H.K.        Division-      Corinphila              
                            H.K.           Berliner     Auctentia        Auktionen       Final  
                        Auktionshaus        Brief.      Subastas S.L.       AG           Balance
                       -------------------------------------------------------------------------

                                                                                                
Securities portfolio          --             --            20.000           --            20.000
Other loans                   --            59.863           --             --            59.863
------------------------------------------------------------------------------------------------
TOTAL                         --            59.863         20.000           --            79.863
------------------------------------------------------------------------------------------------

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6.       TRANSACTIONS MADE WITH GROUP COMPANIES AND ASSOCIATE COMPANIES         

      The debts that the Companies/Divisions maintain with group companies
      and associate companies for commercial transactions, are detailed as
follows, in Euros:                                            

                                               Balance at 31/12/02
                                                ----------------------------
                                               Debit              Credit
                                                --------           ---------

GROUP COMPANIES LONG-TERM                          --                   51.745  
GROUP COMPANIES SHORT-TERM                        341.685            1.117.340  

TOTAL GROUP COMPANIES                             341.685            1.169.085  

ASSOCIATE COMPANIES LONG-TERM                      --                   --      
ASSOCIATE COMPANIES SHORT-TERM                     --                   --      

TOTAL ASSOCIATE COMPANIES                          --                   --      
                                 TOTAL          341.685            1.169.085

         The more significant transactions made for the Companies/Divisions with
        other group companies and associate companies are detailed as follows,
in Euros:                                                     

                   ---------------------------------------------------------
                  EXPENSES              AFINSA BT        Mundisinter, S.A.
                   ---------------------------------------------------------

             Supplies                18.621                  246
             Other expenses           8.084                2.529
                   ---------------------------------------------------------
             TOTAL                   26.705                2.775
                   ---------------------------------------------------------

                   ---------------------------------------------------------
                  INCOMES               AFINSA BT        Mundisinter, S.A.
                   ---------------------------------------------------------

            Sales                   129.147                ---
            Other incomes             2.250                ---
                   ---------------------------------------------------------
            TOTAL                   131.397                ---
                   ---------------------------------------------------------

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7.    INVENTORIES                                                               

The inventories breakdown at December 31, 2002 is as follows:       

                                                   Final Balance
                                                   -------------

   Commercial Inventories                          457.673
   Advance to Suppliers                            277.746
    Provisions                                      (31.637)
                                                 -------

   TOTAL                                           703.782

8.    EQUITY                                                                    

  8.1.The equity detail at September 30, 2002 are detailed as follows in
Euros:                                                                          

                                                        [Enlarge/Download Table]


                        ---------------------------------------------------------------------------------------------------------
                                                                                                  H.K.                           
                        Auctentia S.L.     H.K.          H.K.       Corinphila    Auctentia     Briefmar-      H.K.              
                        Auctions Div.    Berliner      Auktions-    Auktionen      Deutsch.     kenhandel     Verwal-   Final    
                        and Auctentia     Brief.         haus          AG           GmbH          GmbH        tungs    Balance   
                        Subastas S.L.                                                                                            
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Capital                    129.925       153.388        50.000       687.758        25.000        25.00       25.000   1.096.071 
Reserves                                                              44.704                                              44,704 
Results from                                                                                                                     
previous years             277.708       158.983        681.531       241.453        (6.402)      1.006        4.104   1.358.383 
Combination Result          52.615      (108.672)      (370.266)     (304.194)       (7.004)      4.998         (379)   (732.902)
---------------------------------------------------------------------------------------------------------------------------------
TOTAL COMINATION                                                                                                                 
EQUITY                      460.24       203.699        361.265       669.721        11.594      31.004       28.725   1.766.256 
---------------------------------------------------------------------------------------------------------------------------------

8.2.     Capital:                                             

             The stock capital of the company Heinrich Kohler Berliner
              Briefmarken Auktionen Gmbh at December 31, 2002 is divided
               into 4 registered shares, nominatives, with a face value of
                 91.800 Euros, another share with a face value of 10.458 Euros
            and 2 more with a face value of 25.564 Euros each, fully
         subscribed and paid in. The stake held corresponds to
             Auctentia S.A (66,66%), Christian Burmeister (16,67%) and
Hans-Joachim Bull (16,67%).                 

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                 The stock capital of the company Heinrich Kohler Auktionshaus
                GmbH & Co KG at December 31, 2002 consists into 1 registered
               share, nominative, with a face value of 50.000 Euros, fully
                  subscribed and paid in. The shareholder is Auctentia S.A. that
has got the 100% of the participation.      

               The stock capital of the company Corinphila Auktionen AG at
               December 31, 2002 is divided into 10.000 registered shares,
            nominatives, with a face value of 100 CHF each, numbered
         consecutively from 1 to 10.000, both inclusive, fully
                 subscribed and paid in. The Auctentia S.L. has the 65% of the
shares.                                     

                 Auctentia, S.L. Auctions Division is the auctions division of
          Auctentia S.L., which stock capital is composed of non
           monetary contributions of tangible and intangible fixed
             assets, made during the fiscal year 2001, with a value of
             129.925 Euros. The stock capital of the company Auctentia
              Subastas S.L. at December 31, 2002 is divided into 355.902
                 shares of one euro of nominal value. All the shares have been
             suscribed and fully disbursed by Auctentia, S.L. Auctions
Division.                                   

                  The Stock Capital of the company Auctentia Deutschland GmbH at
       December 31, 2002 consists into 1 registered share,
        nominative, with a face value of 25.000 Euros, fully
                  subscribed and paid in. The shareholder is Auctentia S.A. that
has got the 100% of the participation.      

    The Stock Capital of the company Heinrich Kohler
                  Briefmarkenhandel GmbH & Co KG at December 31, 2002 is divided
            into 1 registered share, nominative with a face value of
                  25.000 Euros, fully subscribed and paid in. The shareholder is
              Auctentia S.A. that has got the 100% of the participation.

                The Stock Capital of the company Heinrich Kohler Verwaltungs
                 GmbH at December 31, 2002 is divided into 1 registered share,
        nominative, with a face value of 25.000 Euros, fully
                 subscribed and paid in. The shareholder is Auctentia S.A that
has got the 100% of the participation.      

            No one of the Companies/Divisions have shares stand in a
market.                                     

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9.       EXTERNAL PARTNERS INTEREST                                             

        It does not apply, because it is a Combination of Financial Statements
without any participation between the companies/divisions.    

If we had included Auctentia S.A. in the Combinated Financial 
  Statements, the minority interests could be detailed as follows:

                                                        [Enlarge/Download Table]

                        ----------------------------------------------------------------------------------------------------------
                                                                                                  H.K.                            
                        Auctentia S.L.     H.K.          H.K.       Corinphila    Auctentia     Briefmar-     H.K.                
                        Auctions Div.    Berliner      Auktions-    Auktionen      Deutsch.     kenhandel    Verwal-   Final      
                        and Auctentia     Brief.         haus          AG           GmbH          GmbH        tungs    Balance    
                        Subastas S.L.                                                                                             
--------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                  
Equity                     460.248       203.699       361.265       669,721        11.594       31.004      28.725    1.766.256  
Participation of                                                                                                                  
Auctentia S.L                 100%         66,66%         100%          65%           100%        100%        100%                
Participation of                                                                                                                  
external partners                          33,34%                       35%                                                       
--------------------------------------------------------------------------------------------------------------------------------- 

MINORITY INTEREST            --           67.913          --         234.402           --          --          --        302.315  
--------------------------------------------------------------------------------------------------------------------------------- 

10.      DEBTS                                                                  

                                                                [Download Table]


10.1  The breakdown of this balance is shown below:                          

      DEBTS WITH CREDIT INSTITUTIONS                           Euros         
      AND OTHER DEBTS                                Short-term     Long-term
                                                     ----------     ---------

                                                                             
      Loans and other debts                            393.106            -- 
      Long-term financial creditors                       --          20.034 
                                                       -------        ------ 
      TOTAL                                            393.106        20.034 

                                                              Euros          
      OTHER DEBTS                                    Short-term     Long-term
                                                     ----------     ---------

      Public Entities                                  443.196          --   
      Accrued wages and salaries                       175.292          --   
      Other debts                                      771.048          --   
      TOTAL                                          1.389.536               

      Advances                                             304               
      Discounted bills                                 321.692          --   
      Debts for purchases or provision of service      315.620          --   
      Accrued expenses                                   5.000               
      TOTAL                                            642.616               
                                                     ---------        -----  
      TOTAL                                          2.032.152          --   

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10.2. Other information:                                          

                The " Loans and other debts" account includes as at December 31,
       2002 a balance of 393.106 Euros corresponding to a loan
               agreement with UBS Zurich Bank, that has a overdraft facilities
             limited up to 1.461.800 Euros. This item also includes a loan
               granted to the Company Heirich Kohler Auktionshaus GmbH & Co KG
             by the amount of 110.124 Euros which maturity date is on 18th
               April 2003. With the same maturity there is another loan to the
                company Heinrich Kohler Briefmarkenhandel GmbH & Co KG amounting
64.854,50 Euros.                                

11.      GUARANTEES COMMITTED WITH THIRD PARTIES AND OTHER CONTINGENT           
LIABILITIES                                                   

Not applicable.                                               

12.      OTHER INFORMATION                                                      

 The breakdown of the sales for geographic areas is shown below:

         Euros
         Final balance
--------------------------------------------------                              
Germany                                   283.685                               
Spain                                     414.013                               
Switzerland                                 6.538                               
--------------------------------------------------                              
TOTAL                                     704.236                               
--------------------------------------------------                              

Detail of revenues by source is shown below:                  

         Euros
         Final balance
--------------------------------------------------                              
Auctions                                  444.588                               
Sales of inventory                        259.648                               
--------------------------------------------------                              
TOTAL                                     704.236                               
--------------------------------------------------                              

  Hammer prices negotiated in auctions during the period amount to
1.744.891 Euros.                                                                

13.      EVENTS AFTER THE CLOSURE                                               

No relevant subsequent events have occurred.                  

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 MANAGEMENT REPORT OF THE COMBINATIED FINANCIAL STATEMENTS
AT DECEMBER 31, 2002

Main companies and businesses on collectibles owned by Auctentia S.L. are       
expected to be integrated in Greg Manning Auctions Inc. during 2003:            

o    "Auctentia Auctions" (the division of philatelic and numimastic  
    auctions of Auctentia S.L. , a wholly owned subsidiary of Afinsa
Bienes Tangibles S.A. of Madrid, Spain).                    

  o    Auctentia Subastas S.L. is a society created at December 5, 2002 in
order to separate the Auctions Division from Auctentia S.L. 

    o    Heinrich Kohler Auktionshaus GmbH & Co.KG (main philatelic auctioneer
        of Germany, with site in Wiesbaden, wholly owned by Auctentia S.L.).

   o    Heinrich Kohler Berliner Briefmarken-Auktionen GmbH (Kohler auctions
in Berlin, Germany, 66% owned by Auctentia S.L.).           

   o    Auctentia Deutschland GmbH, Heinrich Kohler Briefmarkenhandel GmbH &
Co. KG and Heinrich Kohler Verwaltungs GmbH .               

o    Corinphila Auktionen AG of Zurich, Switzerland (probably the most
         prestigious philatelic auctioneer of the world, with site in Zurich ,
       Switzerland, 65% acquired by Auctentia S.L. in September 30, 2002).

Excepting Corinphila Auktionen AG, whose fiscal and accounting year is similar  
to Greg Manning Auctions Inc., for the outstanding companies, fiscal and        
accounting year begins on January 1st, 2002 and finishes on December 31st, 2002.
However, quarterly financial statements as of December 31st, 2002, have been    
prepared by Management in accordance with accounting principles generally       
accepted in their respective countries, including the necessary adjustments to  
accounting principles generally accepted in the United States, and audited by   
independent public accountants, who have expressed their opinion with respect to
the fairness of these statements.                                               

Madrid, 23th January 2003                                                       

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