SECURED PROMISSORY NOTE (GRID)

                             (PLEDGE OF COLLATERAL)



$6,000,000.00                                       Date:  JUNE 3,1996

Name of Maker: GREG MANNING AUCTIONS, INC,
Address of Maker:

State of Incorporation (if applicable):

Partnership Certificate Filed With (if applicable):

Due On: DEMAND

Interest Payable on: LAST DAY OF EACH MONTH


FOR VALUE RECEIVED the Maker promises to pay on the due date set forth above, to
the order of BROWN  BROTHERS  HARRIMAN & CO.  (-Payee-) at its office at 59 Wall
Street,  New York,  New York  10005,  the face  amount  hereof.  Interest on the
balance from time to time  outstanding  shall accrue at the rate of (B+2) 10.25%
annum, and shall be payable asset forth above.

All advances pursuant to this Note and all repayments of principal due hereunder
shall be endorsed by the Payee on the schedule on the reverse  side  hereof,  or
any  continuation  of such  schedule  attached  hereto and  denominated  it part
hereof.  Said  endorsement on such schedule by an authorized  agent of the Payee
shall be conclusive evidence of the unpaid balance due on this Note.

The indebtedness  evidenced hereunder,  as well as all other indebtedness now or
hereafter  owing by the  Maker to the  Payee  ('Obligation(s)')  is  secured  by
certain  collateral more fully described in the annexed  Schedule 'A',  together
with all the Maker's personal property now or hereafter existing or acquired, of
any type or  description,  including but not limited to inventory,  documents of
title covering any inventory,  equipment,  accounts,  Contract  rights,  general
intangibles (including tax refunds, instruments,  investment securities, chattel
paper,  notes,  drafts,  acceptances  and all bank  balances of the  undersigned
("Collateral") which the Maker his pledged, deposited and delivered to the Payee
and granted to the Payee a security interest in.

The rate of interest  hereunder  is based upon the Payee's  present base rate of
8.2 5 % per annum (the 'Base Rate').  In the event of an increase or decrease in
the Base  Rate,  then  the rate of  interest  hereunder  shall be  automatically
increased or decreased to the same extent and on the same day as any increase or
decrease in the Base Rate.  Post-maturity  or  post-demand  (as the case may be)
interest shall accrue and be payable at 120% of the rate payable on the due date
or demand, computed from said date to the date of actual payment.

Maker affirms and certifies that the  Obligation  evidenced by this Note was not
and will not be incurred for the purposes of purchasing,  carrying or trading in
securities  as defined in the Federal  Reserve  Board's  Regulation T, except in
compliance with said Regulation.

In no contingency or event whatsoever shall the interest rate charged  hereunder
exceed the highest  rate  permissible  under any law which a court of  competent
jurisdiction  shall, in a final  determination,  deem applicable  hereto. In the
event  that  such a court  determines  that  the  Payee  has  received  interest
hereunder  in excess of said  highest  permissible  rate,  Payee shall  promptly
refund such excess interest to Maker.

So long as the Obligations are not in default, the Maker shall have the right to
vote any shares of stock included in the  Collateral on all corporate  questions
and the Payee shall, if required, execute due and timely proxies in favor of the
Maker to this end.

The Maker  warrants  and  represents  that  there are no  restrictions  upon the
transfer  of  the  Collateral,  other  than  may  appear  on  the  face  of  the
certificates,  and that the Maker has the right to pledge the Collateral free of
any encumbrances and without  obtaining the consents of the other  shareholders.
In the event that,  prior to repayment of the  Obligations,  any stock dividend,
reclassification,  readjustment  or  other  change  is  declared  or made in the
capital  structure of any issuer of the  Collateral,  all new,  substituted  and
additional  shares  or other  securities  issued  to Maker by reason of any such
change  shall be  delivered  to Payee in kind to be held by the Payee  under the
terms of this  agreement in the same manner as all other  Collateral.  The Payee
may at any time,  without  notice to the Maker,  transfer to and/or  register in
Payee's name, or in the name of Payee's nominee, any or all of the Collateral.

In the event that it becomes necessary,  in Payee's opinion,  to comply with any
Federal  or  State  law or  regulation  or to  make  or  file  any  registration
thereunder  in order for Payee to exercise  any of its rights  hereunder,  Maker
expressly agrees to do or will cause to be done all acts and prepare and execute
all documents  necessary to effect such compliance or registration,  and to bear
all costs in connection  therewith.  Maker agrees to indemnify and to hold Payee
harmless from and against any claim or liability  caused by any untrue statement
of material  fact,  or omission to state a material  fact, as may be required in
any registration statement or prospectus;  or caused by a failure to register or
comply  with  any  such  law or  regulation.  The  Maker  shall  pay any and all
expenses,  including reasonable attorneys' fees incurred by Payee in registering
the Collateral, or in securing in exemption for any such registration.

The Payee shall have no  reasonability  of any kind,  nature or  description  to
arrange for the  redelivery of the  Collateral or any part thereof to any issuer
or transfer  agent in order to preserve or maintain any  conversion  or dividend
rights with  respect  thereto;  the Payee's  only  obligation  being to maintain
physical  possession  or control  thereof.  The Payee  agrees to comply with any
request received by it from Maker with respect to conversion,  reclassification,
or the like of the  Collateral,  to the extent  that such  instructions  are not
inconsistent with the intents and purposes hereof.  Upon payment and performance
of all Obligations  the Payee shall, at the request of the Maker.  redeliver the
Collateral to the Maker.

Upon the  occurrence  of any of the  following  events of default,  to wit:  the
non-payment when due of any Obligation; the failure of the Maker forthwith, upon
demand, to furnish satisfactory  additional  Collateral,  or to make payments on
account  as may be agreed  in any of the  Obligations;  the  death,  failure  in
business,  dissolution or termination of existence of the Maker of any endorser,
guarantor or surety of any Obligation(hereinafter  referred to as "Obligor(s)");
any petition for relief under the Bankruptcy  Code being filed by or against any
Obligor or any proceedings in bankruptcy, or under any Acts of Congress relating
to the relief of debtors,  being commenced for the relief or readjustment of any
indebtedness  of  any  Obligor  either  through   reorganization,   composition,
extension  or  Otherwise;  the making by any  Obligor of an  assignment  for the
benefit  of  creditors  or for  taking  advantage  by any  of  the  some  of any
insolvency law; any seizure.  vesting or intervention by or under authority of a
government, by which the management of any Obligor is displaced or its authority
in the conduct of its business is curtailed;  the appointment of any receiver of
any  property  of  any  Obligor;  the  attachment  or  distraint  of  any of the
Collateral or of same becoming  subject at any time to any mandatory court order
or other legal process;  the failure of any Obligor to perform any of its duties
as specified in any agreement (s) with respect to the Obligations; the expulsion
or  suspension  of  any  Obligor  from  membership  in any  national  securities
association or any national securities exchange or other organized exchange,  or
any clearing  association;  the admission in writing by any Obligor of inability
to pay  its  debts  generally  as  they  become  due;  the  commencement  of any
proceedings  against  any Obligor  under  Article 51 or 52 of the New York Civil
Practice Law and Rules (as heretofore or hereafter amended); the Pension Benefit
Guaranty  Corporation shall commence  proceedings  (including  proceedings under
ss.4042 of the Employee Retirement Income Security Act of 1974) to terminate any
employee  pension benefit plan of the Maker; any misstatement or false statement
of any  Obligor in  connection  with any  agreement  between any Obligor and the
Payee has been made;  then in such event the Maker shall  immediately  be liable
without notice and shall pay on demand all Obligations (whether or not otherwise
due),  together with all  collection  costs and expenses,  including  reasonable
attorneys' fees, in connection with the collection of such indebtedness.

Payee shall have all rights and  remedies  of a secured  party under the Uniform
Commercial  Code.  Further,  upon the  occurrence  of any Event of Default,  all
Obligations  shall  automatically  become  due and  payable  without  notice and
Payee's  commitment  to make  further  loans or  extensions  of  credit or other
financial  accommodations to the Maker shall thereupon automatically and without
notice be terminated.  In addition thereto, the Maker further agrees that (i) in
the event notice is necessary under applicable law, written notice mailed to the
Maker at the address then reflected in Payee's  records 5 business days prior to
the date of  public  sale of any of the  Collateral  or prior to the date  after
which private sale or any other disposition of the Collateral will be made shall
constitute reasonable notice, but notice given in any other reasonable manner or
at any other  time shall be  sufficient;  (ii) in the event of the sale or other
disposition of any Collateral, Payee may apply the net proceeds thereof first to
the satisfaction of Payee's  reasonable  attorneys'  fees,  legal expenses,  and
other costs and expenses incurred in connection with Payee's taking,  re-taking,
holding, preparing for sale, and selling of the Collateral; then to repayment of
principal and interest on the  Obligations,  with the Maker remaining liable for
any deficiency;  (iii) without precluding any other methods of sale, the sale of
Collateral shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property,  but in any event  Payee may sell on such  terms as Payee may  choose,
without assuming any credit risk and without any obligation to advertise or give
notice of any kind; and (iv) Payee may require the Maker to assemble Collateral,
taking  all  necessary  or  appropriate  action  to  preserve  and  keep in good
condition;  and make such  available to Payee at a place and time  convenient to
both parties;  all at the expense of the Maker.  To the extent  permitted  under
applicable law, full power and authority is hereby given Payee to sell,  assign,
and  deliver  all or any part of the  Collateral,  at any time at any  brokerage
board, or at public or private sale, at Payee's option,  and no delay on Payee's
part in exercising  any power of sale or any other rights or options  hereunder,
and no notice or  demand,  which may be given to or made upon the Maker by Payee
with  respect  to any power or sale or other  right or option  hereunder,  shall
constitute a waiver thereof, or limit or impair Payee's right to take any action
or to exercise any power of sale and any other rights hereunder,  without notice
or demand,  or  prejudice  Payee's  rights as against the Maker in any  respect.
Payee may be a  purchaser,  free from any right of  redemption  (which the Maker
hereby  expressly  waives  and  releases)  at any  public  or  private  sale  of
Collateral.  Should such net proceeds be inadequate to pay all the  Obligations,
the Maker  agrees to pay the Payee on demand any balance  that may be due to the
Payee.

The Maker recognizes that the Payee may be unable to effect a public sale of all
or part of the  Collateral  by reason of certain  prohibitions  contained in the
Securities Act of 1933, as amended, as now or hereafter in effect, or applicable
Blue Sky or other state  securities law, as now or hereafter in effect,  but may
be  compelled to resort to one or more  private  sales to a restricted  group of
purchasers  who will be obliged to agree,  among  other  things,  to acquire the
Collateral  for their own  account,  for  investment  and not with a view to the
distribution or resale thereof.  The Maker agrees that private sales so made may
be at prices and other terms less favorable to the Payee than if such Collateral
were sold at public sales, and that the Payee his no obligation to delay sale of
any such Collateral for the period of time necessary to permit the issuer of the
Collateral,  even if such issuer would agree,  to register  the  Collateral  for
public sale under such applicable securities laws, The Maker agrees that private
sales made under the foregoing  circumstances  shall be deemed to have been made
in a commercially reasonable manner.

The Maker at the  request  of the Payee  will  sign and  deliver  to the Payee a
security agreement or a trust receipt or other writing,  together with financing
statement(s)  or a  statement  of trust  receipt  financing  or  other  writing,
covering any Collateral in order to comply with or to enable the Payee to obtain
the benefits of the Uniform  Commercial Code or any other similar statute now of
hereafter enacted, of New York or of any other jurisdiction where the Collateral
may at any time be  located.  The  Maker  agrees to  supply  the Payee  with any
information  the Payee may  reasonably  request  with  respect to any  financing
statement(s) or security  agreement  relating to the Maker or to any property of
the Maker,  and the Maker agrees that without  written  consent of the Payee the
Maker  will not enter  into any  security  agreement  which  creates a  security
interest  in any  category  of  the  Maker's  personal  property  generally  (as
distinguished from any specific items thereof) or in any after-acquired property
other than  accessions and fixtures.  The rights of the Payee  specified  herein
shall be in addition to those previously of otherwise  created or existing.  The
Maker  agrees to use every effort and to take every action that may be necessary
or appropriate  to enable the Payee to enforce,  protect and preserve its rights
and  interests  hereunder,  hereby  granting  unto  the  Payee.  as the  Maker's
attorney-in-fact,  full  power and  authority  to take any and all such  action,
either  in the name of the Payee or in the name of the Maker as the Payee may in
its sole discretion determine.

The Maker authorizes the Payee, with or without notice to the Maker, to cause to
be  transferred  or registered at the expense of the Maker any of the Collateral
into the name of the Payee or its  nominee  and to receive  any  income  derived
therefrom  and to hold such income as  security  for any of the  Obligations  or
apply it upon principal or interest due on any such Obligations.  The Maker will
execute and deliver to the Payee such consents,  endorsements,  assignments  and
stock powers as may appear to the Payee proper to further the  negotiability  of
any of the  Collateral  and will pay the expenses  and charges of so  furthering
negotiability.  The Payee may at any time demand,  sue for,  collect or make any
compromise or settlement  with  reference to the  Collateral as the Payee in its
sole discretion may determine.  Any bonds or other  obligations of or guaranteed
by the United  States  Government  constituting  part of the  Collateral  may be
pledged by the Payee  (either  alone or so mingled  with  other  securities)  to
secure deposits or other obligations of the Payee,  whether or not such deposits
or other obligations be in excess of the Obligations.

The Maker agrees that the Payee assumes no  responsibility  for the correctness,
validity,  genuineness  or  sufficiency  of the  instruments,  documents  and/or
chattel paper  constituting  the  Collateral.  or for the existence,  character,
quantity,  quality condition,  weight,  packing,  value or delivery of any goods
specified  in any such  documents.  The Payee  shall not be required to take any
steps  necessary  to preserve  any rights  against  prior  parties to any of the
Collateral. The Maker hereby waives presentment,  notice of dishonor and protest
of all instruments evidencing or included in the Obligations and the Collateral.
The Maker will keep the Collateral adequately covered by insurance  satisfactory
to the Payee,  and will assign the policies or  certificates of insurance to the
Payee, or make the loss or adjustment payable to the Payee, at the option of the
Payee;  and the Maker will furni3h to the Payee  evidence of  acceptance  by the
insurers of such  assignment.  Should the Maker fail to effect and maintain such
insurance, the Payee may do so for the account of the Maker.

No  failure on the part of Payee to  exercise.  and no delay in  exercising  any
right,  power or remedy  hereunder shall operate as a waiver thereof,  not shall
any single or partial exercise by Payee of any right,  power or remedy hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or remedy.

If any provision hereof is held invalid or unenforceable,  the remainder and the
application  of such  provision to other  parties or  circumstances  will not be
affected thereby, the provisions being severable in any such instance.

In any litigation  hereunder,  all Obligors hereby waive trial by jury and waive
the right to interpose any defense based upon any Statute of  Limitations or any
claim of laches. Each Obligor hereby consents to the IN PERSONAM jurisdiction of
the Courts of New York State, and the United States District Court, the Southern
District of New York in  connection  with any claim  arising  hereunder.  In the
event that any  action is  commenced  hereunder  in any such  court,  service of
process  may be made on any  Obligor  by  mailing a copy of the  Summons to said
party at its address then reflected in Payee's records.

This Note shall be governed by the laws of the State of New York.

All Obligors  hereby  forever  waive  presentment,  demand,  protest,  notice of
protest and notice of dishonor  of this Note and consent  without  notice to any
and all  extensions  of time or terms of payment  including  any  compromise  or
settlement thereof.




BY:       Daniel Kaplan
TITLE:    VP & CFO

BY:       Greg Manning
TITLE:    CEO, Chairman & President


                                   ENDORSEMENT

FOR VALUE RECEIVED each of the undersigned  endorsers assent to all of the terms
and conditions of the within Note and hereby forever waive presentment,  demand,
protest, notice of protest, and notice of dishonor of the within Note, and trial
by jury,  and the  undersigned  and each of them  guarantees the payment of said
Note when due and consents  without  notice to any and all extensions of time or
terms of  payment,  and the  release  or  substitution,  or failure to perfect a
security  interest  in any  collateral  made,  agreed to or granted to or by the
Payee.







<PAGE>


                                  SCHEDULE "A"
                               LIST OF COLLATERAL


ALL  PERSONAL  PROPERTY  AND  FIXTURES  OF THE DEBTOR  WHETHER  NOW  EXISTING OR
HEREAFTER ARISING AND WHEREVER LOCATED, OF EVERY KIND AND DESCRIPTION,  TANGIBLE
OR  INTANGIBLE,  INCLUDING  WITHOUT  LIMITATION  ALL  GOODS,  INCLUDING  WITHOUT
LIMITATION  EQUIPMENT  AND  INVENTORY;  ACCOUNTS;  CONTRACT  RIGHTS;  DOCUMENTS,
INCLUDING  WITHOUT  LIMITATION  BILLS OF LADING,  DOCK WARRANTS,  DOCK RECEIPTS,
WAREHOUSE  RECEIPTS  AND  OTHER  DOCUMENTS  OF  TITLE;  CHATTEL  PAPER;  GENERAL
INTANGIBLES,  INCLUDING  WITHOUT  LIMITATION  TAX REFUNDS,  DUTY  DRAWBACKS  AND
PROCEEDS  OF  INSURANCE  AS TO ANY  PROPERTY  OF THE  DEBTOR  DESCRIBED  HEREIN;
INSTRUMENTS,  INCLUDING WITHOUT  LIMITATION  LETTERS OF CREDIT NAMING DEBITOR AS
BENEFICIARY;  THE BALANCE OF EVERY DEPOSIT  ACCOUNT;  ALL  SECURITIES,  OPTIONS,
FUTURES  CONTACTS  AND OTHER  ASSETS  DUE FROM OR HELD WITH ANY BANK,  BROKER OR
DEPOSITORY  INSTITUTION;  MONEY;  COMMODITIES;   CREDITS,  CLAIMS,  DEMANDS  AND
SECURITY INTERESTS ARISING IN FAVOR OF THE DEBTOR AND ANY OTHER PROPERTY, RIGHTS
AND INTERESTS OF THE DEBTOR;  AND ALL CASH AND NON-CASH  PROCEEDS,  PRODUCTS AND
ACCESSIONS FROM THE SALE, LIQUIDATION OR DISPOSITION OF ANY OF THE FOREGOING.