Exhibit 10.2 Assignment and Use of Name Agreement


    Exhibit
      B

     

    


     

    ASSIGNMENT
      AND USE OF NAME AGREEMENT

     

    This
      ASSIGNMENT AND USE OF NAME AGREEMENT, dated as of January 3, 2006 (the
“Agreement”), is by and between GREG MANNING, an individual (“MANNING”), and
      ESCALA GROUP, INC., formerly known as GREG MANNING AUCTIONS, INC., a Delaware
      corporation located at 623 Fifth Avenue, New York, NY 10022 (the
“COMPANY”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      COMPANY has been using, and continues to use The Name (as hereinafter defined)
      as part of its corporate and trade name and as a trademark and service mark
      in
      the conduct of the past and present business of the COMPANY (hereinafter
      referred to as the “Business”);

     

    WHEREAS,
      MANNING
      acknowledges the COMPANY’s right to continue to use The Name in connection with
      the Business and agrees to the assignment of rights and restrictions on use
      of
      The Name as set forth below.

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows.

     

    1. The
      Name.
      As used
      herein, “The
      Name”
means
      the name and marks containing the phrase, “GREG MANNING”, including the name and
      marks “GREG MANNING AUCTIONS” and “GREG MANNING AUCTIONS, INC.” and all
      stylizations and confusingly similar variations thereof and associated designs
      and logos (including the stylized “GM”) used in the Business.

     

    2. Effective
      Date.
      As used
      herein, the “Effective
      Date”
means
      the date both parties have executed this Agreement.

     

    3. Affiliate.
      As used
      herein “Affiliate”
means
      any person, partnership, joint venture, corporation or other form of enterprise,
      domestic or foreign, including, without limitation, parents and subsidiaries,
      which directly or indirectly Controls (as hereinafter defined), is Controlled
      by, or is under common Control with, the subject Party. “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and operating policies of an entity through
      ownership of fifty percent (50%) or more of the voting and/or equity securities
      of such entity.

     

    4. Assignment
      of The Name.
      MANNING, individually and for any legal entity which he owns or controls, hereby
      confirms the sale, transfer, conveyance and assignment to the COMPANY, for
      use
      by the COMPANY and its Affiliates, successors, and assigns, for and in
      connection with the field of the Business, (a) all of MANNING’s right, title,
      ownership, and

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      interest
        in and to The Name, throughout the world, including any and all rights as
        a
        trademark, service mark, trade name, domain name, endorsement, and similar
        or
        related identifier; all registration, applications, common law rights, and
        rights of privacy and publicity therein, as well as all rights in and to
        any
        trademark applications for GREG MANNING AUCTIONS, together with all the related
        goodwill of the Business symbolized by or associated with The Name being
        assigned, and (b) the right to take any action or prosecute or assert any
        rights
        against any third party or parties, in the name of or on behalf of MANNING,
        in
        response to (i) any actual or alleged infringement or unfair competition,
        past,
        present or future, by third party or parties of The Name (whether alone or
        in
        combination with other words) in conjunction with any goods or services that
        fall within the field of the Business, or (ii) any use of The Name to publicize
        to consumers any association of The Name as designer, producer, distributor,
        manufacturer or endorser of any goods or services in the field of the Business.
        To the extent any of the foregoing rights cannot be assigned as a matter
        of law
        or otherwise, MANNING hereby waives, and irrevocably consents to the exclusive
        right of the COMPANY, its Affiliates, successors, and assigns to use and
        exercise all such aforementioned rights.

    

     

    5. Restrictions
      on MANNING’s Use of The Name.

     

    (a) MANNING
      hereby acknowledges and agrees that he will not, and that he will cause and
      assure that any legal entity owned or directly or indirectly controlled by
      him
      will not, use or authorize or permit others to use The Name for or in connection
      with the field of the Business, including, in or as part of any trademark,
      service mark, trade name, domain name, endorsement, or similar or related
      identifier (including in any advertisement, promotion, or other activities
      relating thereto) of products or services in the field of the
      Business.

     

    (b) For
      purposes of clarification and not limitation of Section 5(a) above, MANNING
      hereby acknowledges and agrees that as of the Effective Date he, and any legal
      entity owned or directly or indirectly controlled by him, will not use The
      Name
      or authorize others to use The Name in competition with the Business, or in
      connection with any business that competes with or targets sales associates,
      agents, or customers of the COMPANY and/or its Affiliates anywhere in the world
      with respect to the field of the Business.

     

    (c) For
      purposes of clarification and not limitation of Section 5(a) above, MANNING
      further acknowledges and agrees that he, and any legal entity owned or directly
      or indirectly controlled by him, will not, whether as a franchisor, franchisee,
      licensee, sublicensor, or otherwise, co-brand The Name, or any confusingly
      similar variation thereof, with any name or mark of any third party that is
      involved in the field of Business.

     

    6. MANNING’s
      Permitted Use of The Name.
      Except
      as otherwise prohibited in this Agreement, nothing herein shall be deemed or
      construed to prevent MANNING from using The Name (including his personal name)
      commercially in areas not related to the field of the Business.

     

    7. Discontinuation
      of The Name by the COMPANY.
      In the
      event that the Board of Directors of the COMPANY by resolution determines to
      discontinue all use of the name and mark “GREG MANNING” in the conduct of the
      COMPANY business, including as part of any corporate name, trade name, trademark
      or service mark, the COMPANY agrees to

     


    
      
        
        

      

      
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    notify
      MANNING within sixty (60) days following such
      determination and grant MANNING a one hundred eighty (180) day option to
      purchase from the COMPANY all right, title and interest in the name and mark
      “GREG MANNING”, including any rights of privacy, publicity and endorsement
      associated therewith, at a purchase price to be negotiated by the parties.
      In
      the event the parties cannot reasonably agree on a purchase price, the parties
      shall jointly designate an independent third party to determine such price
      based
      on an arms-length fair market valuation of The Name. Such valuation, if
      necessary, shall be performed by a reputable firm of independent consultants
      experienced in intellectual property valuations and acceptable to both Parties.
      If MANNING elects to purchase such rights in the name and mark “GREG MANNING,”
the Parties will take all reasonable steps to complete any such purchase of
      The
      Name within such one hundred eighty (180) day option period based on reasonable
      terms and conditions. However, MANNING acknowledges and agrees that the terms
      and conditions of any such purchase will include specific requirements to avoid
      possible confusion with the then current and planned business of the
      COMPANY.

     

    8. Representations
      and Warranties.
      MANNING
      hereby represents and warrants that (i) he has not granted to any third party
      (other than the COMPANY or its Affiliates) the right or license to use The
      Name,
      (ii) this Agreement is, and such other transactions will be, valid and binding
      obligations enforceable in accordance with their respective terms, (iii) the
      execution, delivery and performance of this Agreement does not and will not
      violate the provisions of any Articles of Incorporation or By-laws or the
      provisions of any note of which he is the maker or of any indenture, agreement,
      or other instrument to which he is a party, and (iv) he has good and valid
      title
      to The Name without material encumbrances and is capable of assigning The Name
      pursuant to this Agreement.

     

    9. Good
      Faith Covenant.
      MANNING
      hereby acknowledges and agrees that he will not do anything or cause others
      to
      do anything that is inconsistent with the full assignment to, and ownership
      by,
      the COMPANY (or its Affiliates) of The Name or that would infringe, disparage,
      tarnish, or reflect adversely on The Name. MANNING further acknowledges and
      agrees that he will not, at any time, now or in the future, assert or authorize
      others to assert any claim of infringement, unfair competition, or violation
      of
      right of privacy or publicity, against the COMPANY or its Affiliates relating
      to
      the use of The Name anywhere in connection with the Business, unless the COMPANY
      or its Affiliates have used The Name with an intent to bring disrepute to,
      ridicule, or disparage MANNING, and then only with respect to such offending
      action.

     

    10. Cooperation;
      Further Assurances.
      MANNING
      hereby agrees to assist the COMPANY and its Affiliates, or any person or entity
      designated by the COMPANY or its Affiliates, promptly upon request, in
      perfecting, registering, maintaining, and enforcing, throughout the world,
      the
      COMPANY’s (or its Affiliates’) rights in and to The Name in connection with the
      Business, whether now existing or hereafter created, including, but not limited
      to, executing all documents and instruments as may be reasonably requested
      by
      the COMPANY (or its Affiliates) including but not limited to a Consent To
      Trademark Registration shown in Exhibit A. MANNING further agrees that he will
      not apply to register as a trademark, service mark, or Internet domain name
      The
      Name in connection with the field of the Business, unless specifically requested
      and authorized to do so by the COMPANY, in writing, in the name of an entity
      designated by the COMPANY.

     


    
      
        
        

      

      
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    11. Territory.
      This
      Agreement shall apply worldwide. 

     

    12. Term.
      The
      term of this Agreement shall be perpetual.

     

    13. Entire
      Agreement.
      This
      Agreement, the Employment Agreement between MANNING and the COMPANY effective
      as
      of July 1, 2005, and documents and instruments delivered in connection herewith
      contain the entire agreement between the parties hereto with respect to the
      subject matter hereof and supersede all prior agreements and understandings,
      oral or written, with respect to such matters.

     

    14. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of New York, without giving
      effect to its rules of conflict of laws. 

     

    15. Assignment
      of Agreement.
      This
      Agreement shall be transferable and assignable by the COMPANY and its Affiliates
      (and by the COMPANY’s successors and assigns) and the COMPANY’s successors and
      assigns shall have full rights under this Agreement as if they were the COMPANY.
      This Agreement may not be assigned by MANNING. 

     

    16. Section
      Headings.
      Section
      headings are inserted for convenience only and shall not affect any construction
      or interpretation of this Agreement.

     

    17. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which, when taken together, shall constitute one and the
      same agreement.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first written
      above.

     

    


     

    
      	 	 	 
	                                            
              GREG MANNING	ESCALA
              GROUP, INC.
	 
______________________________________________	 
 	 
 
	
               

              Dated:
                January 3, 2006 

            	By:  	 
	 	
              
Title: President
              and Chief Executive Officer 
	 	Dated:
              January 3, 2006 


    

     

     

     

    


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    EXHIBIT
      A

    


     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    
 

    
      CONSENT
        TO TRADEMARK REGISTRATION

      


      I,
        Greg
        Manning, a citizen of the United States of America, having an office and
        place
        of business at 775 Passaic Avenue, West Caldwell, NJ 07006, have been known
        by
        the name of “Greg Manning”, hereby consents to the registration of “Greg
        Manning”, and any trademarks or service marks including “Greg Manning” or
        variations thereof in any form, style, script or design, in the United States
        Patent and Trademark Office and all foreign trademark offices, for all goods
        and
        services. This Consent extends to Escala Group, Inc. (formerly known as Greg
        Manning Auctions, Inc.), a Delaware corporation, and to its affiliates and
        successors and assigns.

    

     

    
 

    
                                      GREG
        MANNING

    

     

    

                              ______________________________________

    

     

     

    
                              Dated:
        ___________________, 2006

    

     

                           State
      of                       
)

                                                              
      ) ss.:

                          
County
      of                    
)

     

                        
  On
      this ___ day of ___________,
      2005 before me appeared

                           
      ______________________, to me known and known to me to be

                           
      ______________________ the person described in and who

                           
      executed the foregoing instrument and he acknowledged the

                           
      same to be his free act and deed.

     

                                Notary
      Public

     

                                (Official
      Seal)