Exhibit 10.14

Amended and Restated  Secured  Business Loan Agreement  dated as of February 18,
2000 between Bank of America, NA and Spectrum Numismatics International, Inc.

 Bank of America, National Association
231 South LaSalle Street
Chicago, Illinois 60697

 Amended and Restated Secured Business Loan Agreement

 THIS AMENDED AND RESTATED SECURED BUSINESS LOAN AGREEMENT  ("Agreement")  dated
 as of February 18, 2000, is between BANK OF AMERICA,  NATIONAL ASSOCIATION (the
 'Bank') and SPECTRUM  NUMISMATICS  INTERNATIONAL,  INC.  (the  "Borrower")  and
 amends and restates  that certain  Amended and Restated  Secured  Business Loan
 Agreement  dated as of April 20,  1998,  as  amended,  between the Bank and the
 Borrower.

 I. LINE OF CREDIT AMOUNT AND TERMS.
I. I       Line of Credit Amount.
(a)   During the Availability Period defined below, the Bank will provide A line
of credit (the  "Line of Credit')  to  the  Borrower. The amount: of the Line of
Credit (the 'Line of Credit Commitment'}is the lesser of:
(i)         $10,000,000 or
(ii)        the Borrowing Base (as defined in Section 1. l(b)) or
(iii)       the loan value of Acceptable Securities (defined below)  pledged  to
        the Bank. The  loan  value of an  Acceptable  Security  will be equal to
        fifty percent(50%) of its Market  Value (as defined in Section  1.4(c)).
        The advance rate specified  above  may be  changed  by the  Bank  at any
        time  for  reasonable cause, including for the purpose of complying with
        changes in   laws or  regulations  applicable to loans of this type.  An
        "Acceptable  Security"  means  any   common  stock duly  authorized  and
        issued by Greg     Manning Auctions,  Inc. that is publicly traded  on a
        national  securities  exchange  or  on  the   National   Association  of
        Securities  Dealer Automated  Quotation System and has a market price of
        at least $ 10.00 per share or unit

In  addition,  if the  security  is or  has  been  subject  to  Rule  144 of the
Securities and Exchange  Commission,  all holding periods and other requirements
of the  applicable  rule must have  been met as of the date of the  security  is
pledged  to the Bank so that  the  Bank  would be  entitled  to  dispose  of the
security in the public  market  immediately  and in full if any Event of Default
occurs under this Agreement. No restrictions on transfer or hypothecation of any
security may appear on any stock certificate delivered to the Bank. The security
may not be subject to any other  restriction or limitation by applicable laws or
agreements governing its sale, transfer, or pledge.
(b)       The following terms shall have  the  following respective meanings for
           purposes of this Agreement:
(i) "Borrowing  Base" means an amount equal to (x) 75% (or such other percentage
as the Bank, in its  discretion,  to be exercised in a  commercially  reasonable
manner deems appropriate) of Eligible Accounts Receivable, plus (y) 60% (or such
other  percentage  as  the  Bank,  in  to  discretion,  to  be  exercised  in  a
commercially  reasonable manner,  deems appropriate) of Eligible Inventory.  The
foregoing notwithstanding,  for purposes of calculating the Borrowing Base, 60 %
(or such other  percentage as the Bank,  in its  discretion to be exercised in a
commercially reasonable manner deems appropriate) of Eligible Inventory shall be
deemed to have a maximum value of  $7,000,000.  Provided no default has occurred
and is  continuing  under  this  Agreement,  the Bank  agrees to  provide to the
Borrower thirty (30) days' prior notice before the Bank exercises its discretion
to reduce the advance rates set forth above in this  subsection.  (ii) "Eligible
Accounts  Receivable"  means all accounts  receivable of the Borrower  which are
determined,  in the sole and absolute discretion of the Bank, to be eligible for
advance.  The following categories of accounts receivable shall be excluded from
eligibility,  together with such other exclusions as the Bank shall from time to
time  determine  including,  but not limited to, the Bank's right to exclude and
reserve  accounts  receivable  from  eligibility  due to any actual or potential
liens,  claims or risks which the Bank  believes  might  impair the value of the
accounts  receivable,  the  Bank's  rights  and  interests  therein  and/or  the
Borrower's ability to repay the indebtedness payable under this Agreement:
(A)      Any account receivable unpaid more than  90  days from the invoice date
unless  the  account  receivable  is  secured  by coins held in inventory of the
Borrower;
(B) Any account receivable from any one account debtor of the Borrower having 25
% or more of its aggregate  accounts  receivable due to the Borrower  unpaid for
more than 90 days from the dates of the  respective  invoices;  (C) Any  account
receivable  due more than  sixty  (60} days  from the dale of  invoice;  (D) Any
account  receivable  against  the payment of which the  account  debtor  therein
claims to have,  may have or has any defense,  setoff or  counterclaim;  (E) Any
account  receivable  on which the account  debtor is located  outside the United
States,  unless  supported by a letter of credit (a  beneficiary of which is the
Bank) or other  security  deemed to be acceptable  by the Bank:  (F) Any account
receivable  in  excess of  $250,000  on which  the  account  debtor is a parent,
subsidiary or affiliate of the Borrower; (G) Any account receivable with respect
to which the account debtor is the United States  government or any  department,
agency or  instrumentally  of the United States  government  unless  appropriate
assignment of claims forms are executed in advance;  (H) Any account  receivable
not arising out of the Borrower's ordinary course of trade or business;  and (I}
Any  account  receivable  which  the  Bank  elects  to  exclude  because  of the
unsatisfactory  financial  responsibility,  payment  record or reputation of the
account debtor.  (iii) "Eligible Inventory" means such inventory of the Borrower
which is unencumbered  and which shall,  in the sole and absolute  discretion of
the Bank, be deemed eligible for advance, valued at the lesser of the Borrower's
cost or the market value thereof. The following categories of inventory shall be
excluded from eligibility, together with such other exclusions as the Bank shall
from time to time determine, and so notifies the Borrower in writing, including,
but not limited  to, the Bank's  right to exclude  and  reserve  inventory  from
eligibility due to any actual or potential liens, claims or risks which the Bank
believes  might  impair  the  value of the  inventory,  the  Bank's  rights  and
interests  therein  and/or  the  Borrower's  ability  to repay the  indebtedness
payable  under this  Agreement:  (A) Any  inventory  consisting  of  uninspected
returned goods: (B) Any inventory consisting of packaging materials, promotional
materials or supplies;  (C) Any  inventory  which is not located on the premises
referred to in Section 6.8, or at other secured  locations  owned,  or rented by
the Borrower to the extent such other  locations  are subject to, and covered by
the Bank's perfected security interest. or is in-transit or is under consignment
to or from any person:  (D) Any  inventory  which is obsolete or  currently  not
usable or saleable in the ordinary  course of business of the Borrower;  and (E)
Any inventory  which is not of good and  merchantable  quality free from defects
which would affect the market  value  thereof.  (c) This is a revolving  line of
credit providing for cash advances. During the Availability Period, the Borrower
may repay principal amounts and reborrow them.
 (d)      Each  advance  will  be for at least $10.000, or for the amount of the
 remaining available Line of Credit Commitment, if less.
(e)       The Borrower agrees not to permit the outstanding principal balance of
the Line of Credit to exceed the Line of Credit Commitment.

1.2     Availability Period. This Line of Credit is available (the 'Availability
Period') between the date of this Agreement and  March 1, 2001  (the 'Expiration
Date') unless an Event of Default occurs under this Agreement

1.3 Interest Rate. The interest rate is the Prime Rate defined below. The 'Prime
Rate' is the fluctuating rate of interest established by the Bank from tune time
to time,  at its  discretion,  whether  or not  such  rate  shall  be  otherwise
published.. The Prime Rate is established by the Bank as an index and may or may
not at any time be the best or lowest rate charged by the Bank to any loan.

1.4     Repayment Terms.
(a) Interest.  The Borrower will pay interest on March 1,2000,  and then monthly
thereafter on the first day of each month until payment in full of any principal
outstanding under this line of credit (b) Principal.  The Borrower will repay in
full all principal and any unpaid  interest or other charges  outstanding  under
this line of credit no later than the Expiration Date.
(c) Under  Margin-Additional  Pledge,  Mandatory Prepayment.  If for any reason,
including  a  decline  in the  Market  Value  (as  hereinafter  defined)  of the
Securities  (as  hereinafter  defined),  the  ratio of the  Market  Value of the
Securities is less than 50% of the unpaid principal amount of the Line of Credit
(the 'Loan-to-Value Ratio"}, the Bank will notify the Borrower that the Borrower
is under  margin.  Within five Banking Days of the mailing of any such notice by
the Bank, the Borrower will cause the proper  Loan-to-Value Ratio to be restored
by  either  (i)  making a payment  on the Line of  Credit  in the  amount of the
shortfall, or (ii) pledging to the Bank additional collateral that is acceptable
to the  Bank  in its  sole  discretion.  'Market  Value'  means,  to the  extent
quotations  are  available,  the  closing  sale price of the  Securities  on the
preceding  Banking Day as  appearing  on any  regularly  published  reporting or
quotation service or, if there is no closing sale price, any reasonable estimate
used by the Bank in accordance with sound banking practices:  provided. however.
that any  Securities  having a closing  sale price of less than $10 per share or
unit shall be deemed to have a Market Value of zero dollars ($0).

2.       LOAN FEES AND EXPENSES

2. 1    Loan  Fee. The Borrower agrees to pay a $30,000 loan fee due on the date
of this Agreement.

2.2     Expenses.
(a)       The  Borrower  agrees  to immediately repay the Bank for expenses that
include, but are not limited to, filing, recording and  search  fees,  appraisal
fees. title report fees and documentation fees.
(b)         The Borrower agrees to reimburse the Bank for any expenses it incurs
in the preparation of this Agreement and any    agreement or instrument required
by  this  Agreement.  Expenses  include,  but  are  not  limited  to, reasonable
attorneys' fees, including any allocated costs of the Bank's in-house counsel.

 3.       DISBURSEMENTS, PAYMENTS AND COSTS

3.1 Requests for Credit. Each request for an extension of credit will be made in
writing in a manner  acceptable to the Bank,  or by another means  acceptable to
the Bank.

3.2   Disbursements and Payments. Each disbursement by the Bank and each payment
by the Borrower will be:
(a)       made in immediately available funds;
 (b)  evidenced by records kept by the Bank.  In addition,  the Bank may, at its
discretion,  require the Borrower to sign one or more promissory notes. (c) Each
payment made by the Borrower  will be made without  set-off or  counterclaim  in
immediately  available funds not later than 2:00 p.m,, Chicago time, on the date
called  for under  this  Agreement  at the  Bank's  office at 231 South  LaSalle
Street, Chicago,  Illinois 60697. Funds received on any day after such time will
be deemed to have been received on the next Banking Day. Whenever any payment to
be made under this Agreement is stated to be due on a day which is not a Banking
Day,  such  payment  will be made on the next  succeeding  Banking  Day and such
extension of time will be included in the computation of any interest

3.3      Telephone Authorization.
(a) The Bank may honor telephone instructions for advances or repayment given by
any one of the  individuals  authorized to sign loan agreements on behalf of the
Borrower,  or any other  individuals  designated  by any one of such  authorized
signers. (b) Advances will be deposited in and repayments will be withdrawn from
the Borrower's account or such other of the Borrower's accounts with the Bank as
designated in writing by the Borrower.
(c) The Borrower will provide written  confirmation to the Bank of any telephone
instructions  within  three  days.  If there is a  discrepancy  and the Bank has
already acted on the telephone  instructions,  the telephone  instructions  will
prevail over the written confirmation.
(d)    The Borrower  indemnifies  and excuses the Bank  (including its officers,
       employees, and agents) from all liability,  loss, and costs in connection
       with  any  act  resulting  from  acting  in  accordance   with  telephone
       instructions it reasonably believes are made by any individual authorized
       by the Borrower to give such instructions. This indemnity and excuse will
       survive this Agreement.

3.4     Direct Debit.
         (a) The  Borrower  agrees that  interest  and any fees will be deducted
automatically on the due date from its checking account.
         (b) The Bank will debit the  account on the dates the  payments  become
 due.  If a due date does not fall on a  Banking  Day,  the Bank will  debit the
 account on the next Banking Day following the due date.
         (c)      The Borrower will maintain sufficient funds in the  account on
the  dates  the  Bank  enters  debits authorized by this Agreement. If there are
insufficient  funds  in  the  account  on  the  date  the  Bank enters any debit
authorized by this Agreement, the debit will be reversed.

3.5   Banking Days. Unless otherwise provided in this Agreement, a "Banking Day"
is  a  day  other  than  a  Saturday  or  a Sunday on which the Bank is open for
business  in  Chicago.  Illinois.  All payments and disbursements which would be
due on a day which is not a Banking Day will be due on the next Banking  Day.All
payments  received   on a day which is not a Banking  Day will be applied to the
credit on the next Banking Day.

  3.6    Interest Calculation. Except as otherwise stated in this Agreement, all
interest and fees,if any, will be computed on the base of a 360 day year and the
actual number of days elapsed.

   3.7 Interest on Late  Payments.  At the Bank's sole option in each  instance,
 any amount not paid when due under this  Agreement  (including  interest)  will
 bear  interest  from  the due  date at the  Prime  Rate.  This  may  result  in
 compounding of interest.

   3.8 Default Rate.  Upon the  occurrence  and during the  continuation  of any
 default under this Agreement,  advances under this Agreement will at the option
 of the Bank bear  interest at a rate per annum which is 2% higher than the rate
 of interest otherwise provided under this Agreement. This will not constitute a
 waiver of any default.

  3.9 Overdrafts. At the Bank's sole opinion in each instance, the Bank may make
 advances  under this  Agreement to prevent or cover an overdraft on any account
 of the Borrower with the Bank.  Each such advance will accrue interest from the
 date of the  advance or the date on which the account is  overdrawn,  whichever
 occurs first, at the interest rate described in this Agreement.

 4.       SECURITY.

4.1    Security Interest. In order to secure the prompt payment of the principal
of and interest on the line
        -------- ---------
 of credit and any other  amounts  payable  under this  Agreement,  the Borrower
 hereby grants to the Bank a continuing  security  interest in and to all of the
 Borrower's  property and interests in property listed below,  whether now owned
 by the  Borrower,  existing,  hereafter  acquired or  arising,  or in which the
 Borrower now or hereafter has any rights and wherever located:
(a)  Accounts,   including,  without  limitation,   accounts  receivable,  other
receivables,  contract  rights,  chattel paper,  instruments and documents;  (b)
Inventory,  including,  without limitation,  goods, merchandise,  raw materials,
goods in process,  finished  goods,  component  materials,  supplies,  packaging
materials  and all other goods or items used or consumed in the operation of the
Borrower's business or which contribute to finished goods or the sale, promotion
of shipment of finished goods or which are held by the Borrower for sale,  lease
or resale or furnished or to be  furnished  by the Borrower  under  contracts of
service; (c) Equipment.  machinery,  furniture and fixtures,  including, without
limitation,  vehicles and trade fixtures:  (d) General- Intangibles,  including.
without  limitation,  corporate or other  business  records,  choses-in  action,
causes of action, inventions, designs, patents, patent applications, trademarks,
trade names, goodwill,  copyrights,  registrations,  licenses,  franchises,  tax
refund claims, computer programs,  guarantee claims and security for the payment
of accounts receivable; (e) Investment Property,  including. without limitation,
all securities,  whether  certificated  or  uncertificated,  including,  without
limitation, stocks, bonds, interests in limited liability companies, partnership
interests,  treasuries,  certificates  of deposit and mutual funds  shares,  all
securities  entitlements,  including,  without  limitation,  all  rights  to any
securities  account,  and any free  credit  balance or other  money owing by any
securities  intermediary with respect to such account,  all securities accounts,
all commodity contracts and all commodity accounts.
(f) All  deposit  accounts  maintained  by the  Borrower  with  the Bank and all
monies,  residues and property of' any kind now or at any time  hereafter in the
possession  or under the  control  of the Bank or a bailee of the Bank:  (g) All
accessions to, substitutions for and all replacements,  products and proceeds of
the items listed above,  including,  without  limitation,  proceeds of insurance
policies  insuring any of the items listed above:  and (h) All books and records
(including,  without  limitation,  the Borrower's  customer lists, credit files,
computer programs and other computer materials and records) pertaining to any of
the foregoing.

 The  property  listed  above in this  Section  4.1 and below in Section  4.2 is
 collectively referred to in this Agreement as the "Collateral".

4.2     Other Collateral Documents. Upon the Bank's request, the Borrower agrees
to deliver to the Bank
        ----- ---------- ----------
 such  financing  statements and other  documents and take such actions,  as the
 Bank may  consider  necessary  in order to  establish  and  maintain the Bank's
 rights under this Agreement and valid and perfected  security  interests in the
 Collateral in favor of the Bank, free of all other liens,  claims and rights of
 other parties.

4.3     Stock  Pledge.  The  Borrower  agrees to deliver to the Bank an original
signed Pledge Agreement and  stock  powers  conveying a security interest in the
Guarantor's stock of Grcg Manning Auctions.Inc. (collectively, the "Securities')
 (together with the collateral in which the  Bank requires a possessory security
 interest).

4.4 Other  Agreements.  The Borrower  agrees that the Collateral  shall,  to the
 extent  permitted  by law,  also  secure any other  agreements,  contingent  or
 otherwise, that the Borrower may have with the Bank, now or in the future.

4.5     Collections: Bank's  Right to Notify Account Debtors: Verification.
The Borrower hereby authorizes the Bank, now at any time  or  times hereafter an
Event of Default and during the continuance thereof to (i)
notify any or all of the Borrower's account debtors that the Borrower's accounts
receivable  have  been  assigned  to the Bank  and that the Bank has a  security
interest thereon and (ii) direct such account debtors to make all payments due
 from them to the Borrower upon such accounts receivable directly to the Bank or
 to a lock box  designated  by the Bank.  The Bank shall  promptly  furnish  the
 Borrower  with a copy of any such notice sent.  Any such notice,  in the Bank's
 sole discretion,  may be sent on the Borrower's stationary,  in which event the
 Borrower shall co-sign such notice with the Bank. The Bank shall have the right
 at any time and from time to time to make test  verifications of the Borrower's
 accounts  receivable  in any manner and  through  any  commercially  reasonable
 medium that it considers  advisable and the Borrower agrees to furnish all such
 assistance  and  information  as the Bank may require in connection  therewith,
 provided  that the Bank  will  not  directly  contact  the  Borrower's  account
 debtors.

 5.       CONDITIONS
The Bank must receive the following items, in form and content acceptable to the
Bank,  before it is  required  to extend any credit to the  Borrower  under this
Agreement:

5.1 Authorizations. Evidence that the execution, delivery and performance by the
 Borrower (and the  Guarantor) of this Agreement and any instrument or agreement
 required under this Agreement have been duly Authorized.
5.2     Governing Documents. A copy of the Borrower's Articles of Incorporation
        and By-Laws.
5.3     Security Agreements. Signed original security agreements, assignments,
 financing statements and fixture filings (together
with collateral in which the Bank requires a possessory security interest),
 which the Bank  requires.
5.4     Pledge Agreement. Signed original Pledge Agreement and stock powers
 (together with collateral in which the Bank requires a possessory security
 interest).
5.5     Evidence of Priority.  Evidence that security interests and liens in
favor of the Bank are valid, enforceable, and prior to all others' rights and
 interests, except those the Bank consents to in writing.
5.6     Guaranty. Guaranty signed by Greg Manning (the "Guarantor").
5.7     Good Standing. Certificate of good standing for the Borrower from its
 state of incorporation and from any other state in which the Borrower is
 required to qualify to conduct its business.
5.8          Other items. Any other items that the Bank reasonably requires.

6.       REPRESENTATIONS AND WARRANTIES
When the Borrower  signs this  Agreement,  and until the Bank is repaid in full.
the Borrower makes the following  representations  and warranties.  Each request
for  an  extension  of  credit   constitutes  a  renewed   representation.   6.1
Organization of Borrower. The Borrower is a corporation duly formed and existing
under the laws of the state where organized. 6.2 Authorization.  This Agreement,
and any instrument or agreement  required  hereunder,  are within the Borrower's
powers,  have  been  duly  authorized,  and  do  not  conflict  with  any of its
organizational papers.
6.3  Enforceable  Agreement.  This  Agreement  is a  legal,  valid  and  binding
agreement of the Borrower,  enforceable  against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder, when executed and
delivered, will be similarly legal, valid, binding and enforceable.
6.4     Good Standing. In each state in which the Borrower does business, it is
 properly licensed, in good standing, and, where required, in compliance with
 fictitious name statutes.
6.5     No Conflicts. This Agreement does not conflict with any law, agreement,
 or obligation by which the Borrower is bound.
6.6     Financial Information. All financial and other information that has been
 or will be supplied to the Bank. including the Borrower's audited financial
 statement dated as of September 30. 1999, and the Guarantor's financial
 statement dated as of November 30, 1999. is:
(a)      sufficiently complete to give the Bank accurate knowledge of the
Borrower's (and the Guarantor's) financial condition.
(b)      in form and content required by the Bank.
(c)      in compliance with all government regulations that apply.
 Since the date of the financial  statement  specified above,  there has been no
 material  adverse  change  in the  assets  or the  financial  condition  of the
 Borrower (or the Guarantor).
6.7     Lawsuits. There is no lawsuit, tax claim or other dispute pending or
 threatened against the Borrower, which. if lost, would impair the Borrower's
 financial condition or ability to repay the loan, except as have been disclosed
 in writing to the Bank.
6.8     Collateral. All of the Collateral is owned by the Borrower free of any
 title defects or any  liens or  interests of others, except for the security
 interest of the Bank, and except for the security interest of Total Leasing &
 Finance  Inc., which has been subordinated to thee security interest of the
 Bank. All of the Collateral is located at the address(es) listed  on the
 signature page to this Agreement, other secured locations owned, or rented by
 the Borrower, or is in-transit.
6.9 Permits,  Franchises.  The  Borrower  possesses  all  permits,  memberships,
franchises, contracts and licenses required and all trademark rights, trade name
rights,  patent  rights and  fictitious  name rights  necessary  to enable it to
conduct the business in which it is now engaged.
 6.10    Other Obligations. The Borrower is not in default on any obligation for
 borrowed money, any purchase money obligation or any other material lease,
 commitment, contract, instrument or obligation.
6.11     Income Tax Returns. The Borrower has no knowledge of any pending
 assessments or adjustments of its income tax for any year.
6.12    No Event of Default. There is no event which is, or with notice or lapse
 of lime or both would be, a default under ibis
Agreement.
6.13    ERISA Plans.
(a) Each Plan (other than a multiemployer plan) is in compliance in all material
respects with the applicable  provisions of ERISA, the Code and other federal or
state law. Each Plan has received a favorable  determination letter from the IRS
and to the best  knowledge of the  Borrower,  nothing has  occurred  which would
cause  the  loss  of  such   qualification.   The  Borrower  has  fulfilled  its
obligations,  if any, under the minimum funding  standards of ERISA and the Code
with respect to each Plan,  and has not incurred any  liability  with respect to
any Plan under Title IV of ERISA.
(b) There are no claims,  lawsuits  or actions  (including  by any  governmental
authority),  and there has been no  prohibited  transaction  or violation of the
fiduciary  responsibility  rules, with respect to any Plan which has resulted or
could  reasonably be expected to result in a material  adverse effect.  (c) With
respect to any Plan subject to Title IV of ERISA:  (i) No  reportable  event has
occurred  under  Section  4043(c)  of ERISA for which the PBGC  requires  30 day
notice.  (ii) No action by the  Borrower or any ERISA  Affiliate to terminate or
withdraw  from any Plan has been  taken and no notice of intent to  terminate  a
Plan has been filed under Section 4041 of ERISA. (iii) No termination proceeding
has been  commenced  with respect to a Plan under Section 4042 of ERISA,  and no
event has occurred or condition  exists which might  constitute  grounds for the
commencement  of such a proceeding.  (d) The  following  terms have the meanings
indicated for purposes of this Agreement:  (i) 'Code' means the Internal Revenue
Code of 1986,  as amended  from time to time.  (ii)  'ERISA'  means the Employee
Retirement  Income  Security Act of 1974,  as amended  from time to time.  (iii}
'ERISA  Affiliate*  means any trade or business  (whether  or not  incorporated)
under common  control with the Borrower  within the meaning of Section 414(b) or
(c) of the Code.
(iv) 'PBGC" means the Pension Benefit Guaranty  Corporation.  (v) 'Plan* means a
pension,  profit-sharing,  or stock bonus plan intended to qualify under Section
401(a) of the Code.  maintained or  contributed  to by the Borrower or any ERISA
Affiliate,  including  any  multiemployer  plan  within  the  meaning of Section
4001(a)(3) of ERISA.
6.14 Location of Borrower. The Borrower's place of business (or, if the Borrower
has more than one place of business.  its chief executive  office) is located at
the address listed under the Borrower's  signature on this Agreement.  6.15 Year
2000  Compliance.   The  Borrower  has  conducted  a  comprehensive  review  and
assessment  of the  Borrower's  computer  applications  and made  inquiry of the
Borrower's key  suppliers,  vendors and customers with respect to the 'year 2000
problem'  (that  is,  the risk  that  computer  applications  may not be able to
properly perform date-sensitive functions after December 31, 1999) and, based on
that review and  inquiry,  the  Borrower  does not believe the year 2000 problem
will result in a material  adverse change in the Borrower's  business  condition
(financial or  otherwise),  operations,  properties or prospects,  or ability to
repay the credit.
   7.        COVENANTS
The Borrower agrees, so long as credit is available under this Agreement and
until the Bank is repaid in full:
7.1      Use of Proceeds.  To use the proceeds of the credit only for working
 capital and other proper corporate purposes.
7.2     Financial Information. To provide the following financial information
 and statements and such additional information as requested by the Bank
 from time to time:
(a) Within 120 days of each June 30, the Borrower's annual financial statements.
 These financial statements must be audited by a Certified Public Accountant
 ("CPA") acceptable to the Bank.
(b)      Within 30 days of the period's end. the Borrower's quarterly financial
 statements commencing on June 30,2000. These financial statements may be
 Borrower prepared.
(c) Within 30 days of each financial year-end,  the Borrower's  projected income
statement  and  balance  sheet.  (d)  Within 60 days of each  December  31,  the
Guarantor's annual financial statement.  (e) Within 15 days of filing, copies of
the  Guarantor's  federal  income  tax  return  (with all  forms K-l  attached),
together  with a statement  of any  contributions  made by the  Guarantor to any
subchapter S corporation or trust,  and, if requested by the Bank, copies of any
extensions of the filing date.
(f)    Within 30 days of each quarter-end, or each request for an extension of
 credit if requested by the Bank, a Borrowing Base Certificate in the form
 attached hereto as Exhibit A.
(g)      If requested by the Bank, a current accounts receivable aging report
 and inventory report in a form satisfactory to the Bank.
7.3     Other Debts. Not to have outstanding or incur any direct or contingent
 debt (other than those to  the Bank, or become liable for the debts of others
 without the Bank's written consent. This does not prohibit:
(a)      Acquiring goods, supplies, inventory or  merchandise on normal trade
 credit.
(b)      Endorsing negotiable instruments received in the usual course of
 business.
(c)      Obtaining surety bonds in the usual course of business.
(d)      Debts in existence on the date of this Agreement as set forth on
 Schedule 7.5(d)hereto.
(e)       Debt which is subordinated to the Bank pursuant to documentation in
 form and content acceptable to the Bank.
7.4     Other Liens. Not to create, assume, or allow any security interest or
 lien (including judicial liens) on property the
Borrower now or later owns, except:
(a)Mortgages, deeds of trust and security agreements in favor of the Bank.
(b)Liens for taxes not yet due.
(c)Liens outstanding on the date of this Agreement disclosed in writing to the
 Bank.
7.5      Notices to Bank. To promptly notify the Bank in writing of:
(a)       any lawsuit over $500,000 against the Borrower (or the Guarantor).
(b)      any substantial dispute between the Borrower (or the Guarantor) and any
 government authority.
(c)       any failure to comply with this Agreement.
(d)       any material adverse change in the Borrower's (or the Guarantor's)
 financial condition or  operations.
(e)       any change in the Borrower's name. legal structure, place of business,
 or chief executive office if the Borrower has more
than one place of business.
7.6 Books and Records.  To maintain  adequate books and records.  7.7 Audits. To
allow the Bank audits agents to inspect the  Borrower's  properties and examine,
audit and make copies of books and records at any reasonable time. If any of the
Borrower's properties,  books or records are in the possession of a third party,
the  Borrower  authorizes  that third  party to permit the Bank or its agents to
have  access to  perform  inspections  or audits  and to  respond  to the Bank's
requests for information concerning such properties, books and records.
7.8     Compliance with Laws. To comply with the laws (including any fictitious
 name statute), regulations, and orders of any government body with authority
 over the Borrowers business.
7.9     Preservation of Rights. To maintain and preserve all rights, privileges,
 and franchises the Borrower now has.
7.10   Maintenance of Properties. To make any repairs, renewals, or replacements
 to keep the Borrower's properties in good working condition.
7.11  Perfection  of Liens.  To help the Bank  perfect and protect its  security
interests and liens, and reimburse it for related costs it incurs to protect its
security interests and liens. 7.12 Cooperation.  To take any action requested by
the Bank to carry out the intent of this Agreement. 7.13 Insurance (a) Insurance
Covering  Collateral.  To maintain all risk property damage  insurance  policies
covering the tangible property comprising the collateral.  Each insurance policy
must be in an amount  acceptable to the Bank. The insurance must be issued by an
insurance company acceptable to the Bank and must name the Bank as loss payee.
(b)      Evidence of insurance. Upon the request of the Bank, to deliver to the
 Bank a copy  of each insurance policy, or, if requested by the Bank, a
 certificate of insurance listing all insurance in force.
7.14  Additional Negative Covenants. Not to, without the Bank's written consent:
(a)       engage in any business activities substantially different from the
 Borrower's present business.
(b)      liquidate or dissolve the Borrower's business.
(c)      enter into any consolidation, merger, pool, joint venture, syndicate,
 or other combination. The foregoing notwithstanding, the Borrower may enter
 into any joint venture that is engaged in substantially the same business as
 the Borrower's present business.
(d)      lease, or dispose of all or a substantial part of the Borrower's
 business or the Borrower's assets.
(e)       intentionally omitted.
(f)       sell or otherwise  dispose of any assets for less than fair market
 value, or enter into any sale and leaseback agreement covering any of its fixed
 or capital assets.
(g)       voluntarily  suspend its business for more than 5 days in any 30 day
period.
7.15  ERISA  Plans-  To give  prompt  written  notice  to the Bank  of:  (a) The
occurrence of any reportable  event under Section 4043(b) of ERISA for which the
PBGC  requires 30 day notice.  (b) Any action by the  Borrower to  terminate  or
withdraw  from a Plan or the filing of any notice of intent to  terminate  under
Section 4041 of ERISA.
(c)       Any notice of noncompliance made with respect to a Plan under Section
 4041 (b) of ERISA.
(d)      The commencement of any proceeding with respect to a Plan under Section
 4042 of ERISA.
  8.       DEFAULT.
If any of the  following  events  occur,  the  Bank  may do one or  more  of the
following:  declare the Borrower in default,  stop making any additional  credit
available  to the  Borrower,  and require the  Borrower to repay its entire debt
immediately  and without prior notice,  if an event of default  occurs under the
paragraph entitled  "Bankruptcy," below, with respect to the Borrower,  then the
entire  debt  outstanding  under  this  Agreement  will   automatically  be  due
immediately.
8.1      Failure to Pay. The Borrower fails to make a payment under this
 Agreement when due or fails to make payment or deliver additional collateral to
 the Bank within the time period required under Section 1.4(c).
8.2     Lien Priority. The Bank fails to have an enforceable first lien (except
 for any prior liens to which the Bank has consented in writing) on or security
 interest in the Collateral or any other properly given as security for this
 Agreement (or any guaranty).
83   False Information.  The Borrower has given the Bank false or misleading
 information or representations.
8.4     Death. The Guarantor dies.  If the Borrower is a corporation, any
 principal officer or majority stockholder dies.
8.5     Bankruptcy. The Borrower (or the Guarantor) files a bankruptcy petition,
 a bankruptcy petition is filed against the Borrower (or the Guarantor) or the
 Borrower (or the Guarantor) makes a general assignment for t the benefit of
 creditors.
8-6     Receivers.  A receiver or similar official is appointed for the
 Borrower's (or the Guarantor's) business or the business is terminated.
8.7  Lawsuits.  Any lawsuit or lawsuits are filed on behalf of one or more trade
creditors  against the Borrower in an aggregate  amount of $500,000 or more,  in
excess of any insurance coverage, which are not dismissed within sixty (60) days
thereafter.  8.8  Judgments.  Any  judgments or  arbitration  awards are entered
against the Borrower  (or the  Guarantor)  or the  Borrower  (or the  Guarantor)
enters  into  any  settlement  agreements  with  respect  to any  litigation  or
arbitration,  in an  aggregate  amount  of  $500,000  or more,  in excess of any
insurance coverage,  and such judgments or arbitration awards remain unsatisfied
or undischarged  and in effect for sixty (60) consecutive days without a stay of
enforcement or execution.
8.9     Government Action.  Any government authority takes action that the Bank
 believes materially adversely affects the Borrower's (or the Guarantor's)
 financial condition or ability to repay.
8.10    Material Adverse Change. A material adverse change occurs in the
 Borrower's (or the Guarantor's) financial condition, properties or prospects,
 or ability to repay the loan.
8.11  Cross-default.  Any default occurs under any agreement in connection  with
any credit the Borrower(or the Guarantor) has obtained from anyone else or which
the Borrower (or the  Guarantor) has guaranteed in the amount of $50,000 or more
in  the  aggregate.   8.12  Default  Under  Related  Documents.   Any  guaranty,
subordination agreement,  security agreement,  mortgage, deed of trust, or other
document  required  by  this  Agreement  is  violated  or no  longer  in  effect
including,  without  limitation,  the guaranty executed by the Guarantor of even
date herewith as same may be amended from time to time.
8.13    Other Bank Agreements. The Borrower (or the Guarantor) fails to meet the
conditions of, or fails  to perform  any  obligation  under any other  agreement
the  Borrower (or the Guarantor) has with the Bank or any affiliate of the Bank.
 8.14 ERISA Plans. The occurrence  of any one or more of the  following  events
with  respect to a Plan subject to Title IV of ERISA,  provided such event or
events could reasonably be expected,  in the  judgment  of the Bank,  to subject
the  Borrower to any tax, penalty  or  liability  (or any  combination  of the
foregoing)  which,  in the aggregate,  could have a material  adverse effect on
the financial  condition of the Borrower with respect to a Plan:
(a) A reportable event occurs with respect to a Plan which is, in the reasonable
judgement  of the Bank  likely  to result  in the  termination  of such Plan for
purposes of Title IV of ERISA.  (b) Any Plan  termination  (or  commencement  of
proceedings  to terminate a plan) or the Borrower's  full or partial  withdrawal
from a Plan.
8.15 Other Breach Under Agreement. The Borrower fails to meet the conditions of,
or fails to  perform  any  obligation  under,  any  term of this  Agreement  not
specifically  referred  to  in  this  Article.  This  includes  any  failure  or
anticipated  failure by the Borrower to comply with any financial  covenants set
forth  in this  Agreement,  whether  such  failure  is  evidenced  by  financial
statements  delivered to the Bank or is  otherwise  known to the Borrower or the
Bank. If, in the Bank's opinion,  the breach is capable of being  remedied,  the
breach will not be considered  an event of default under this  Agreement if such
breach  is cured  within  ten (10) days  after the date on which the Bank  gives
written notice of the breach to the Borrower:  provided,  however, that the Bank
will not be obligated  to extend any  additional  credit to the Borrower  during
that period.

If an Event of Default occurs under Section 8.5 above entitled 'Bankruptcy" with
respect to the Borrower,  the entire debt outstanding  under this Agreement will
automatically be due immediately.  If any Event of Default occurs,  the Bank may
do one or more of the following:
(a)Declare  all  amounts  outstanding  hereunder  immediately  due and  payable.
(b)Decline to make any additional  advances to the Borrower.  (c)Exercise all of
the rights and remedies of a secured party under the Uniform  Commercial Code of
the Stale of Illinois or other applicable law;  (d)Immediately  take possession,
with or without legal process,  of any or all of the  Collateral  wherever found
and for that purpose the Bank may enter upon any premises  where the  Collateral
is located and remove the Collateral  from such location or the Bank may require
the Borrower to assemble the Collateral and deliver it to the Bank at a location
designated  by  the  Bank:  and  (e)Lease,  sell  or  otherwise  dispose  of the
Collateral  at  public  or  private  sale  or  sales  for  cash,  credit  or any
combination thereof in a commercially reasonable manner, with such notice as may
be required by law (it being agreed that ten ( 10) days prior notice of a public
or private sale of Collateral will be reasonable  notice) and in lots or in bulk
as the Bank in its  sole  discretion  may  deem  advisable.  Such  sales  may be
adjourned from time to time with or without notice. The Bank will have the right
to conduct such sales on the Borrower's  premises or elsewhere and we shall have
the right to use the Borrower's premises for such sales without charge. The Bank
may  purchase all or part of the  Collateral  at public or, if permitted by law,
private sale and, in lieu of actual payment of such purchase price, the Bank may
set off the amount of such price against the indebtedness  under this Agreement.
The  proceeds  realized  from  the sale of the  Collateral  will be  applied  as
follows: first to the reasonable costs, expenses and attorneys' fees incurred by
the Bank for collection,  acquisition,  protection,  removal,  storage, sale and
delivery of the  Collateral;  second to any  accrued and unpaid  interest on the
line of credit:  third to the unpaid  principal amount of the line of credit and
any other amounts payable under this Agreement: and fourth to the Borrower or as
may otherwise be required under applicable law. If any deficiency exists between
the amount payable by the Borrower to the Bank and the amount of the proceeds of
the sale. the Borrower will remain liable to the Bank for the deficiency.

The Bank may enforce any one of its remedies under this  Agreement  successively
or  concurrently,  at its  option.  All of the  remedies  set forth above are in
addition to all other  remedies  available to the Bank at law and in equity.  No
delay or failure on the part of the Bank to exercise  any right or remedy  which
it may become  entitled to  exercise  on account of an Event of Default  will be
held to be an  abandonment of such right or remedy and the Bank will be entitled
to exercise such right or remedy at any time during the  continuance of an Event
of Default.  No waiver of a breach or default  will be regarded as a waiver of a
later breach or default. All waivers under this Agreement must be in writing.

The Borrower  agrees to pay the Bank, the Bank's  reasonable  cost of collecting
amounts due under this Agreement including reasonable  attorneys' fees and legal
expenses. After default, the Borrower agrees to pay interest at the Default Rate
specified in Section 3.10 and the  Borrower  acknowledges  that the Bank has the
right  to set off  against  any  monies  or  deposits  owing  by the Bank to the
Borrower.

 9.       ENFORCING This AGREEMENT; MISCELLANEOUS.
9.1 Illinois Law.  THIS  AGREEMENT IS GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF  ILLINOIS.  9.2  Successors  and  Assigns.  This  Agreement is binding on the
Borrower's and the Bank's successors and assignees.  The Borrower agrees that it
may not assign this  Agreement  without the Bank's prior  consent.  The Bank may
sell  participations  in  or  assign  this  loan.  and  may  exchange  financial
information  about  the  Borrower  with  actual  or  potential  participants  or
assignees:  provided  that such actual or  potential  participants  or assignees
agree  to  treat  all  financial  information  exchanged  as  confidential,  9.3
Severability;  Waivers.  If any part of this Agreement is not  enforceable,  the
rest of the Agreement may be enforced.  The Bank retains all rights,  even if it
makes a loan after default. If the Bank waives a default, it may enforce a later
default. Any consent or waiver under this Agreement must be in writing.
9.4  Administration  Costs.  The Borrower  will pay the Bank for all  reasonable
costs incurred by the Bank in connection with administering this Agreement.  9.5
Attorneys'  Fees. The Borrower shall reimburse the Bank for any reasonable costs
and attorneys'  fees incurred by the Bank in connection  with the enforcement or
preservation  of any  rights or  remedies  under  this  Agreement  and any other
documents executed in connection with this Agreement, and in connection with any
amendment, waiver, "workout" or restructuring under this Agreement. In the event
of a lawsuit or  arbitration  proceeding,  the  prevailing  party is entitled to
recover costs and  reasonable  attorneys'  fees incurred in connection  with the
lawsuit or arbitration proceeding,  as determined by the court or arbitrator. In
the event  that any case is  commenced  by or  against  the  Borrower  under the
Bankruptcy  Code (Title 11,  United  States  Code) or any  similar or  successor
statute,  the Bank is entitled to recover costs and reasonable  attorneys'  fees
incurred by the Bank related to the preservation,  protection, or enforcement of
any rights of the Bank in such a case.  As used in this  paragraph,  'attorneys'
fees'  includes the  allocated  costs of the Bank's  in-house  counsel.  9.6 One
Agreement.  This Agreement and any related security or other agreements required
by this Agreement, collectively:  (a)represent the sum of the understandings and
agreements  between  the Bank  and the  Borrower  concerning  this  credit;  and
(b)replace  any  prior  oral or  written  agreements  between  the  Bank and the
Borrower  concerning  this  credit;  and  (c)are  intended  by the  Bank and the
Borrower as the final,  complete and exclusive  statement of the terms agreed to
by them.  In the event of any  conflict  between  this  Agreement  and any other
agreements  required  by  this  Agreement,  this  Agreement  will  prevail.  9.7
Indemnification. The Borrower will indemnify and hold the Bank harmless from any
loss.  liability,  damages,  judgments,  and  costs of any kind  relating  to or
arising  directly  or  indirectly  out of (a)  this  Agreement  or any  document
required  hereunder,  (b) any credit  extended or  committed  by the Bank to the
Borrower  hereunder,  and (c) any litigation or proceeding related to or arising
out of this  Agreement,  any such document,  or any such credit.  This indemnity
includes but is not limited to attorneys'  fees (including the allocated cost of
in-house counsel). This 'indemnity extends to the Bank, its parent, subsidiaries
and all of their directors, officers, employees, agents, successors,  attorneys,
and assigns. This indemnity will survive repayment of the Borrower's obligations
to the Bank.  All sums due to the Bank  hereunder  shall be  obligations  of the
Borrower, due and payable immediately without demand.
9.8 No Future  Commitment  The Borrower  acknowledges  that the Bank has made no
commitment  to extend any  additional  credit to the Borrower or to continue the
credit  provided  hereunder  after this  Agreement  expires or is  terminated as
provided herein. 9.9 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 the Bank and the  Borrower  may specify from time to time in writing.
9.10  Headings.  Article and paragraph  headings are for reference only and will
not affect the  interpretation  or meaning of any provisions of this  Agreement.
9.11  Counterparts.  This Agreement may be executed in as many  counterparts  as
necessary or convenient,  and by the different parties on separate  counterparts
each of  which,  when so  executed,  will be  deemed  an  original  but all such
counterparts  will  constitute but one and the same  agreement.  9.12 Consent to
Jurisdiction.  To  induce  the  Bank to  accept  this  Agreement,  the  Borrower
irrevocably agrees that,  subject to the Bank's sole and absolute election.  ALL
ACTIONS OR  PROCEEDINGS  IN ANY WAY ARISING OUT OF OR RELATED TO THIS  AGREEMENT
WILL BE LITIGATED  IN COURTS  HAVING  SITUS IN CHICAGO,  ILLINOIS.  THE BORROWER
HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF ANY COURT  LOCATED  WITHIN
CHICAGO,  ILLINOIS,  WAIVES PERSONAL  SERVICE OF PROCESS UPON THE BORROWER,  AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED  MAIL DIRECTED
TO THE BORROWER AT THE ADDRESS  STATED ON THE SIGNATURE  PAGE HEREOF AND SERVICE
SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT. 9.13 Prior Agreement
Superseded.  This Agreement supersedes the Secured Business Loan Agreement dated
as of  April  20,  1998  between  the  Bank  and the  Borrower,  and any  credit
outstanding  thereunder is deemed to be outstanding  under this Agreement.  9.14
Commitment  Expiration.  The  Bank's  commitment  to extend  credit  under  this
Agreement  will expire on February  25,  2000,  unless  this  Agreement  and any
documents  required by this  Agreement have been signed and returned to the Bank
on or before that date.  9.15 Waiver of Jury Trial.  THE  BORROWER  AND THE BANK
EACH Waives ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING TO ENFORCE
OR DEFEND ANY RIGHTS (a) UNDER THIS 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 (b) ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT
ANY SUCH  ACTION OR  PROCEEDING  WILL BE TRIED  BEFORE A COURT AND NOT  BEFORE A
JURY. THE BORROWER  AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE BANK OR
ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

This Agreement is executed as of the date stated at the top of the first page.

BANK OF AMERICA, NATIONAL  ASSOCIATION
    Name: Emily B. Shanks
    Title: Vice President

SPECTRUM NUMISMATICS INTERNATIONAL, INC.
  Name: Elaine Dinges
  Title: COO


 Address where notices to the Bank are to be sent:
 Bank of America National Trust and Savings
 Association
231 South LaSalle Street
 Chicago, Illinois SOW
 Attn. Emily B. Shanks
Telecopier No.: (312)987-5637