Demand Promissory Note, dated February 5, 1999, of Greg Manning Auctions, Inc.
(Maker) to Brown Brothers Harriman & Co. (Holder)
SECURED PROMISSORY NOTE
(PLEDGE OF COLLATERAL) 6,750,000.00
________________ Date: February 5, 1999
Name of Maker: Greg Manning Auctions. Inc
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+-1)8 3/4 % per annum, and shall be payable as set 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 a part hereof. Said endorsement on such schedule by an authorized agent of the Payee shall be
conclusive evidence of (he 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 properly 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 has 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 7 3/4% Per annum (the "Base
Rate"). In the event of an increase or decrease in the Base Rate, t