Exhibit 10.16
                        Pledge Agreement dated February 18, 2000 between Bank of
America, NA and Greg Manning.

Bank of America, National Association
Pledge Agreement

 Agreement  dated as of  February  18,2000,  entered  into by and  between  Greg
 Manning ("Pledger") and BANK OF AMERICA, NATIONAL ASSOCIATION ("Lender").

 WHEREAS, Lender and Spectrum Numismatics International,  Inc. ("Borrower") have
 entered into a certain  Amended and Restated  Secured  Business Loan  Agreement
 dated as of February 18,2000 (the "Loan Agreement").

 WHEREAS,  Pledger  executed  that  certain  continuing  Guaranty  of even  date
 herewith  (the  "Guaranty"),   in  favor  of  Lender  guaranteeing   Borrower's
 liabilities under the Loan Agreement.

 NOW,  THEREFORE,  in order to induce  Lender  to make  loans  and  advances  to
 Borrower  pursuant  to the Loan  Agreement,  and for  other  good and  valuable
 consideration,  the receipt and  sufficiency of which are hereby  acknowledged,
 the parties agree as follows:

 Section 1. Pledge. Pledger hereby pledges, hypothecates, assigns, transfers,
sets over and delivers unto Lender, and grants to Lender a security interest in,
(a)      the securities described in Schedule A,
(b)      all securities, rights and other property described in Section 2(b)(2),
(c)      each certificate or other instrument representing any of the foregoing,
(d)      all privileges and preferences appertaining or incidental to any or all
         of the foregoing,
(e)      all monies of every kind and nature payable in respect of any or all of
         the foregoing, and
(f)      the proceeds of the foregoing,

(collectively,  the "Collateral"), in order to secure all obligations of Pledger
hereunder and all  obligations  of Borrower under the Loan Agreement and Pledger
under the Guaranty.

Pledger may, from time to time,  cause  additional  securities to be included as
 part of the  Collateral  by  delivering  to  Lender  a Pledge  Amendment,  duly
 executed  by  Pledger,  in  substantially  the  form  of  Schedule  (a  "Pledge
 Amendment"),  in respect of the additional  securities which are to be pledged.
 Pledger hereby  authorizes  Lender to attach each such Pledge Amendment to this
 Agreement  and  agrees  that all  securities  listed  on any  Pledge  Amendment
 delivered to Lender shall for all purposes hereunder be considered Collateral.

 Section 2. Power of Attorney: Registration; Income and Voting Rights.
            ----- -- --------- ------------- ------ --- ------ -------
(a) Pledger hereby irrevocably appoints Lender Pledger's attorney,  coupled with
an interest, with full power of substitution,  (1) for purposes not inconsistent
with this  Agreement,  to arrange for the transfer of the Collateral or any part
thereof into the name of Lender or into the name of Lender's nominee, if, at any
time,  Lender  shall,  in  its  sole  discretion,  deem  such a  transfer  to be
desirable,  and (2) for the  purpose  of taking any  action  and  executing  any
instrument, in the name of Pledger or otherwise, which Lender
     may at any time deem  necessary or  appropriate in order to (i) perfect its
     security interest in the Collateral or any part thereof, and (ii) foreclose
     said  security  interest  or  otherwise  exercise  its  rights  under  this
     Agreement and in and to the Collateral.
(b)  As long as no Default, as hereinafter  defined, and no event which with the
     giving  of  notice or the  lapse of time or both  would  constitute  such a
     Default, shall have occurred and be continuing:
( I ) Pledger shall be entitled to exercise any and all voting and/or consensual
rights and powers  relating or pertaining to the  Collateral or any part thereof
for any purpose not  inconsistent  with the terms of this  Agreement or the Loan
Agreement.  (2)  Pledger  shall,  unless  otherwise  prohibited,  be entitled to
receive and retain any and all dividends and interest on the Collateral, but any
and all cash and other  property  received in payment of the  principal of or in
redemption  of or in exchange for any of the  Collateral  (either at maturity or
otherwise), shall be and become part of the Collateral pledged hereunder and, if
received by Pledger,  shall be held in trust for the benefit of Lender and shall
forthwith be  delivered  to Lender or its  designated  nominee  (accompanied  by
proper instruments of assignment and/or stock or bond powers executed by Pledger
in  accordance  with Lender's  instructions)  to be held subject to the terms of
this Agreement.

(3) Lender shall execute and deliver (or cause to be executed and  delivered) to
Pledger all of such  proxies,  powers of  attorney,  interest  coupons and other
papers as Pledger may  request  for the purpose of enabling  Pledger to exercise
the voting  and/or  consensual  rights and powers  which  Pledger is entitled to
exercise  pursuant to (1) above and/or to receive the interest  which Pledger is
authorized to receive and retain pursuant to (2) above.
(c) Upon the occurrence and during the  continuance of a Default  hereunder,  or
any event which with the giving of notice or the lapse of time,  or both,  would
constitute  such a Default,  all rights of Pledger to exercise the voting and/or
consensual  rights and powers which Pledger is entitled to exercise  pursuant to
(b)(l)  hereof  and/or to receive the  dividends  and interest  which Pledger is
authorized to receive and retain pursuant to (b)(2) hereof shall cease,  and all
such rights shall thereupon  become vested in Lender;  provided,  however,  that
Lender,  as the sole further  condition  to the vesting  pursuant to this (c) of
such voting and/or consensual rights and powers of Lender,  shall notify Pledger
in writing  that Lender  elects to exercise  such rights and powers,  and Lender
shall have the sole and  exclusive  right and  authority to exercise such voting
and/or  consensual  rights and powers and/or to receive and retain the dividends
and interest which Pledger would  otherwise be authorized to retain  pursuant to
(b)(2) hereof. (d) Any and all money and other property paid over to or received
by Lender pursuant to the provisions of (c) above shall be retained by Lender as
additional Collateral under, and be applied in accordance with the provisions of
this Agreement and the Loan Agreement.

Section 3. Representations and Warranties. Pledger represents and warrants that:
           --------------- --- -----------
(a) All  Collateral is duly  authorized,  validly  issued and  outstanding,  and
non-assessable,  and Pledger will warrant and defend Pledger's title thereto and
sole  beneficial  ownership  thereof  against all persons  claiming any interest
therein  except Lender or any person  claiming  through  Lender.  (b) Except for
restrictions  imposed by this Agreement and restrictions on public offerings and
sales of securities  imposed by applicable  securities laws of the United States
of America, or any state thereof, there are not and will not be any restrictions
upon the sale or other disposition of any of the Collateral.
(c) None of the Collateral was acquired  pursuant to an investment  letter or in
any other fashion which would restrict free  salability or require  registration
under applicable  securities laws of the United States of America,  or any state
thereof,  as a  condition  for  sale of any of the  Collateral.  (d)  Except  as
contemplated by (b) above.  Pledger now has and will have, without obtaining the
consent of any governmental authority, stock exchange or any other person except
Lender,  the right to pledge,  to grant a security  interest in and otherwise to
transfer and to dispose of the Collateral free of any liens,  security interests
or other encumbrances,  and free of any rights or equities in favor of any other
persons, except those created by this Agreement.
(e) This Agreement is Pledger's valid and legally binding agreement  enforceable
in accordance with its terms.  Section 4. Defaults,  etc.. and Remedies.  Any of
the following  shall  constitute a "Default"  under this  Agreement:  (a) if any
representation  or  warranty  made  by  Pledger  in  this  Agreement  or in  any
instrument,  document  or  certificate  furnished  hereunder  or  in  connection
herewith shall prove to have been incorrect in any material  respect at the time
it was made;  (b) if  Pledger  fails to  observe  or  perform  any of  Pledger's
covenants, agreements, obligations and undertakings contained in this Agreement;
or (c) if an "Event of Default" occurs under the Loan Agreement. In the event of
any such  Default,  Lender  shall be  cumulatively  or  alternatively  entitled,
without further notice to Pledger,  and without necessity for legal proceedings,
to apply any or all cash Collateral to the debt secured  hereby;  to sell any or
all of the securities serving as Collateral;  and to transfer to the name of, or
register in the name of. Lender or its nominee,  as owner rather than as secured
party, any or all Collateral.  In addition,  and not by way of limitation of the
foregoing.  Lender shall have any or all remedies provided by law, including but
not limited to all rights and powers of a secured party after  default  pursuant
to the Uniform Commercial Code. Section 5. Application of Proceeds of Sale. etc.
The  proceeds  of any sale or other  disposition  of,  or any  collection  of or
realization  on, any of die  Collateral,  and any cash held by Lender as part of
the Collateral  hereunder,  shall be applied by Lender from time to time to pay:
first:  all costs,  fees and expenses paid or incurred by Lender  (including all
amounts  paid by Lender  for the  account  of  Pledger  or to  Lender's  agents,
brokers, counsel and consultants) in connection with the exercise, protection or
enforcement  of Lender's  rights and remedies under this Agreement and in and to
the  Collateral,   including  any  and  all  taxes,  assessments,   charges  and
encumbrances  of every  kind  prior to the  security  interest  created  by this
Agreement which Lender may consider  necessary or desirable to pay;  second:  to
the  payment of the entire  indebtedness  due Lender  under the Loan  Agreement;
third:  the  excess,  if any,  shall be paid to  Pledger  or to  whoever is then
legally  entitled to receive the same.  Section 6. Duty of Pledgee;  Exercise of
Rights and  Remedies.  Lender shall have no duty as to the  protection of any of
the Collateral or any income with respect thereto, nor as to the preservation of
rights  against  prior  parties,  nor  as to  the  preservation  of  any  rights
pertaining to any of the Collateral beyond reasonable care in its custody.
 Upon  Default,  Lender may exercise its rights and remedies with respect to any
 of the  Collateral  without  resort or regard to other  security  or sources of
 payment for the Pledger's obligations.
Section 7. Terms  Subject to  Applicable  Law.  All rights,  powers and remedies
provided  herein may be exercised  only to the extent that the exercise  thereof
does not  violate any  applicable  laws,  and are  intended to be limited to the
extent  necessary  so  that  they  will  not  render  this  Agreement   invalid,
unenforceable  or  entitled  to be  recorded,  registered  or  filed  under  any
applicable law. If any term of this Agreement or any  application  thereof shall
be held to be invalid, illegal or unenforceable, the validity of any other terms
of this  Agreement  or any other  applications  of such term  shall in no way be
affected  thereby.  Section 8. Release of Collateral.  On payment in full of all
obligations of Pledger  hereunder and all  obligations of Pledger under the Loan
Agreement,   Lender  shall  promptly  release  its  security   interest  in  the
Collateral.
Section 9. Miscellaneous.
(a) Waivers.  No failure to exercise and no delay in  exercising  on the part of
 Lender,  any right,  power or remedy under this Agreement or the Loan Agreement
 shall operate as a waiver thereof;  nor shall any single or partial exercise of
 any  right,  power or remedy  hereunder  or  thereunder  preclude  any other or
 further exercise thereof or the exercise of any other right,  power, or remedy.
 The failure of Lender to insist upon the strict  observance or  enforcement  of
 any provision of this Agreement or the Loan Agreement shall not be construed as
 a waiver or relinquishment of such provision.  Any waiver of any right,  power,
 remedy,  term or condition contained herein shall only be effective if it is in
 writing and signed by Lender.
(b) Survival of Agreements, etc. All representations,  warranties, covenants and
agreements made by Pledger in this Agreement or in any  instrument,  document or
certificate  furnished  hereunder or in connection  herewith  shall be deemed to
have been relied upon by Lender, notwithstanding any investigation heretofore or
hereafter made by Lender, and shall survive the delivery of this Agreement,  the
Collateral and the incurrence of any obligations.
(c) Notices.  All notices  required  under this Agreement will be in writing and
will be transmitted by personal delivery, first class mail, overnight courier or
facsimile to the addresses or facsimile  numbers on the  signature  page of this
Agreement,  or to such other  addresses or  facsimile  numbers as Lender and the
Pledger may specify from time to time in writing. (d) Amendments. This Agreement
may only be amended by a writing  executed by Pledger and Lender.  (e) Governing
Law. This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of Illinois. (f) Consent to Jurisdiction.  To induce Lender to
accept this  Agreement and enter into the Loan  Agreement,  Pledger  irrevocably
agrees  that,  subject to Lender's  sole and absolute  election,  ALL ACTIONS OR
PROCEEDINGS  IN ANY WAY ARISING OUT OF OR RELATED TO THIS  AGREEMENT OR THE LOAN
AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN CHICAGO, ILLINOIS. PLEDGOR
HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF ANY COURT  LOCATED  WITHIN
CHICAGO,  ILLINOIS,  WAIVES PERSONAL SERVICE OF PROCESS UPON PLEDGOR, AND AGREES
THAT ALL SUCH  SERVICE OF PROCESS  MAY BE MADE BY  REGISTERED  MAIL  DIRECTED TO
PLEDGOR AT THE ADDRESS  STATED ON THE SIGNATURE  PAGE HEREOF AND SERVICE SO MADE
WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.
(g) Waiver of Jury Trial.  PLEDGOR AND LENDER EACH WAIVE ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS
AGREEMENT,  THE LOAN AGREEMENT OR ANY RELATED  AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE LOAN AGREEMENT OR (b) ARISING
FROM ANY BANKING RELATIONSHIP  EXISTING IN CONNECTION WITH THIS AGREEMENT OR THE
LOAN AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR
 PROCEEDING  WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  PLEDGOR AGREES
 THAT  PLEDGOR  WILL NOT ASSERT  ANY CLAIM  AGAINST  LENDER OR ANY OTHER  PERSON
 INDEMNIFIED  UNDER THIS  AGREEMENT  ON ANY  THEORY OF  LIABILITY  FOR  SPECIAL,
 INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
(h) Further  Assurances.  Pledger agrees to cooperate with Lender and to execute
and deliver, or cause to be executed and delivered, all such other papers and to
take all such other  actions as Lender may request from time to time in order to
carry out the provisions and purposes of this  Agreement.  Without  limiting the
foregoing.  Pledger agrees that all securities  constituting Collateral shall at
all times be in such form that Lender may sell,  transfer,  or otherwise dispose
of same without any signature,  action, or assistance from Pledger;  and Pledger
agrees to deliver to Lender the  Collateral  (whether  pledged at  inception  by
substitution or by addition) endorsed in blank and with executed stock powers or
bond powers, as appropriate.
(i)      Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of Pledger and Lender and their respective successors and
 assigns.
(j)         Counterparts. This Agreement may be executed in any number of
 counterparts, each of which shall be an original, but all of which when taken
 together shall be deemed to constitute one and the same agreement.
(k)      Section Headings. The headings set forth in this Agreement are for
 convenience of reference only and shall not be deemed to define or limit the
 provisions hereof or to affect in any way their construction and application.


IN WITNESS  WHEREOF,  Pledger has executed and delivered  this  Agreement on the
date first above written

BANK OF AMERICA, NATIONAL ASSOCIATION
By:   /s/ Emily Shanks
Title:   Vice President

Address where notices to Lender are to be sent:
 Bank of America, National Association
 231 South LaSalle Street
 Chicago, Illinois 60697
Attention:  Emily B. Shanks
Facsimile No.: (312)987-5637

By: /s/ Greg Manning

Address where notices to Pledger are to be sent:
Greg Manning


SCHEDULE A

        Issuer                    Class        Number of Shares     Certificate
                                                                       Numbers
       ------                      -----      ------ -- ------      -----------
Greg Manning Auctions, Inc.      Common Stock       500,000              DTC
                                                    200,000            GM 0682