EXHIBIT 10.6


                                 FIFTH AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


                 FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made
     as of July 1, 2002, by and between Greg Manning Auctions, Inc., a New York
     corporation having its principal office at 775 Passaic Avenue, West
     Caldwell, New Jersey 07006 (the "Company"), and Greg Manning, an individual
     residing at 5 Hunter's Glen Road, Far Hills, New Jersey 07931 (the
     "Executive").

                 WHEREAS, the Company and the Executive entered into an
     Employment Agreement dated as of May 14, 1993, as amended by an amendment
     effective as of June 30, 1995; by a second amendment effective as of July
     1, 1997; by a third amendment effective as of July 1, 1999; and by a fourth
     amendment dated as of July 1, 2000 (as so amended, the "Agreement");

                 WHEREAS, the Company and the Executive desire to amend the
     Agreement in certain respects;

                 NOW, THEREFORE, in consideration of the mutual promises
     hereinafter set forth, the receipt and sufficiency of which is hereby
     acknowledged, the parties hereto, desiring to be legally bound, hereby
     agree as follows:

                 1. Paragraph 1 of the Agreement is hereby amended to extend the
     term of the Agreement to June 30, 2005 (subject to earlier termination as
     provided in the Agreement).

                 2. Paragraph 3(a) of the Agreement is hereby amended to delete
     the first sentence thereof and insert in lieu thereof the following:

                  "(a) For the full, prompt and faithful performance
                  of all of his duties and services hereunder, the
                  Company shall pay the Executive an annual base
                  salary of $400,000 per year for the period ending
                  June 30, 2003, which salary shall increase to
                  $450,000 for the period ending June 30, 2004; and to
                  $500,000 for the period ending June 30, 2005."

                 3. Paragraph 3(b)(i) is hereby amended to read in its entirety
     as follows:

                  "(b) (i) In addition to such base salary, the
                  Company shall pay the executive an annual cash bonus
                  for each fiscal year during the period of his
                  employment equal to (x) $50,000, plus (y) an amount
                  equal to 10% of the Company's Audited Annual Pre-tax
                  Income (as defined below) that exceeds $500,000 but
                  does not exceed

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                  $7,500,000. The term "Audited Annual Pre-Tax Income"
                  shall mean the net income of the Company before
                  Federal and state income taxes and deductions for
                  any bonues paid under this Section 3(b) and under
                  any other executive employment agreement entered
                  into by the Company, determined in accordance with
                  generally accepted accounting principles
                  consistently applied."

                 4. A new sentence is hereby added to the beginning of paragraph
     4 of the Agreement, reading as follows:

                  "4. Expenses. The Executive shall be entitled to full use of a
                  Company owned or leased automobile, with all expenses paid by
                  the Company. In addition..."

                 5. All capitalized terms used herein and not otherwise defined
     shall have their respective meanings as set forth in the Agreement.

                 6. This Amendment shall be effective for all purposes as of
     July 1, 2002. Except as hereby amended, all the terms and conditions of the
     Agreement shall remain in full force and effect.

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

                                    GREG MANNING AUCTIONS, INC.


                                    By: /s/ Larry Crawford
                                       --------------------------------------
                                       Larry Crawford, Chief Financial Officer


                                    /s/ Greg Manning
                                    ----------------
                                    Greg Manning