Greg Manning 2000 Plan Incentive Compensation Program
 
1.    Introduction.
      ------------
 
      This Greg Manning Incentive Compensation Program (the "Program") is
established by Escala Group, Inc. (the "Company") to provide Greg Manning
("Executive") with "performance-based compensation" during his employment within
the meaning of Section 162(m)(4) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Program has been approved by a committee of the
Company's Board of Directors comprised solely of at least two independent
directors (the "Committee") and is subject to approval by the shareholders of
the Company. Prior to any payment under the Program, the Committee shall certify
the amount of the Performance Bonus (as defined below) and/or the Long-Term
Incentive Award (as defined below) to which Executive is entitled.
 
      This Program is an Annex to the employment and consulting agreement
between Executive and the Company, dated as of ________ (the "Employment
Agreement"), and the provisions of the Employment Agreement, including without
limitation, with respect to arbitration of disputes, shall apply to this Program
to the extent not inconsistent with the terms of the Program.
 
2.    Performance Bonus.
      -----------------
 
      The Company shall pay Executive an annual performance cash bonus (the
"Performance Bonus") for each fiscal year during the Term (as defined in the
Employment Agreement) equal to (A) an amount equal to the sum of (i) 10% of the
Divisional Pre-Tax Income (as defined below) and (ii) 1% of the Company Pre-Tax
Income (as defined below), divided by (B) 2; provided, however, that in no event
shall the total Performance Bonus exceed $250,000.
 
      (a) The term "Divisional Pre-Tax Income" shall mean the net income of the
Company's North American and Asian Philatelic Auction Division before taxes and
deductions for any bonus paid under the Program, as determined by the Company in
accordance with its standard accounting practices. Allocations of expenses
between divisions of the Company shall be determined by the Company in
accordance with its standard practices.
 
      (b) The term "Company Pre-Tax Income" shall mean the net income of the
Company before taxes and deductions for any bonus paid under the Program, less
the Divisional Pre-Tax Income, all as determined by the Company in accordance
with its standard accounting practices.
 
      (c) The Performance Bonus shall be paid within thirty days following the
issuance of financial statements for the fiscal year in respect of which such
bonus is payable, provided that in no event shall the Performance Bonus be paid
later than the March 14 next occurring following the end of such fiscal year.
 
      (d) Except as provided below, Executive must be employed by the Company on
the last day of the fiscal year to be eligible for the Performance Bonus.
 
3.    Long-Term Incentive Award.
      -------------------------
 
      (a) The Company will pay to Executive in shares of the Company's common
stock an amount equal to 50% of the Appreciation in Stock Price (as defined
below) for 100,000 shares of common stock of the Company. The "Appreciation in
Stock Price" shall mean the appreciation, if any, between (1) the closing price
of the common stock of the Company on July 1, 2005, and (2) the Average Closing
Price (as defined below) for the period between June 1, 2008 and June 30, 2008.
 
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      (b) Payment of the Long-Term Incentive Award, if any, shall be made on
July 31, 2008; provided, however, that if necessary to comply with Section
409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and
regulations, such payment shall be made on December 31, 2008. The number of
shares payable to Executive shall be based on the closing price of the Company's
common stock on June 30, 2008.
 
      (c) Except as provided below, Executive must be employed by the Company on
June 30, 2008 to be eligible for the Long-Term Incentive Award.
 
4.    Termination of Employment.
      -------------------------
 
      (a) Subject to Sections 4(c) and 4(d) below, if Executive's employment
terminates by reason of Executive's death or becoming Totally Disabled (as
defined in the Employment Agreement) or is terminated by the Company without
Cause (as defined in Section 4(c) of the Employment Agreement), Executive shall
be entitled to:
 
            (i)   any Performance Bonus not yet paid for any fiscal year ending
                  prior to the date of Executive's termination of employment
                  (payable as and when such bonus would have been paid had
                  Executive's employment continued);
 
            (ii)  a prorated portion of the Performance Bonus for the fiscal
                  year in which Executive's employment terminated, based on the
                  number of days Executive was employed by the Company in such
                  fiscal year (the Performance Bonus to be otherwise calculated
                  and paid in accordance with, and subject to, the Program); and
 
            (iii) payment of the Long-Term Incentive Award in accordance with,
                  and subject to, Section 3 of the Program, provided that in
                  such a case the Appreciation in Stock Price shall be the
                  appreciation, if any, between (1) the closing price of the
                  common stock of the Company on July 1, 2005, and (2) the
                  Average Closing Price for the 30-day period preceding the date
                  of termination of employment. Payment of the Long-Term
                  Incentive Award, if any, shall be made thirty days following
                  the date of termination of employment; provided, however, if
                  necessary to comply with Section 409A(a)(2)(B)(i) of the Code,
                  and applicable administrative guidance and regulations, such
                  payment shall be made six months following the date of
                  termination of employment.
 
      (b) If Executive's employment is terminated by the Company for Cause (as
defined in Section 4(c) of the Employment Agreement) or is terminated by
Executive, Executive shall be entitled only to any Performance Bonus not yet
paid for any fiscal year ending prior to the date of Executive's termination of
employment (payable as and when such bonus would have been paid had Executive's
employment continued).
 
      (c) The payment of any amounts pursuant to Sections 4(a)(ii) and (iii)
hereof is expressly conditioned upon the delivery by Executive to the Company of
a release in form and substance satisfactory to the Company of any and all
claims Executive may have against the Company and its directors, officers,
employees, subsidiaries, affiliates, stockholders, successors, assigns, agents
and representatives arising out of or related to Executive's employment by the
Company and the termination of such employment.
 
      (d) If, at the time of termination of Executive's employment for any
reason, Executive is in material breach of any covenant contained in Section 7
of the Employment Agreement, Executive (or his estate, as applicable) shall not
be entitled to any payment (or if payments have commenced, any continued
payment) under Sections 4(a)(ii) and (iii) hereof.
 
 
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5.    Average Closing Price.
      ---------------------
 
      For purposes of the Program, "Average Closing Price" with respect to a
specified period of time shall mean the average of closing prices of the
Company's common stock as reported in the Wall Street Journal for those dates
during the specified period on which the national stock exchanges are open for
business.
 
 
 
 
 
 
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Exhibit E
 
 
               Jose Miguel Herrero Incentive Compensation Program
 
1.    Introduction.
      ------------
 
      This Jose Miguel Herrero Incentive Compensation Program (the "Program") is
established by Greg Manning Auctions, Inc. (the "Company") to provide Jose
Miguel Herrero ("Executive") with "performance-based compensation" within the
meaning of Section 162(m)(4) of the Internal Revenue Code of 1986, as amended
(the "Code"). The Program has been approved by a committee of the Company's
Board of Directors comprised solely of at least two independent directors (the
"Committee") and is subject to approval by the shareholders of the Company.
Prior to any payment under the Program, the Committee shall certify the amount
of the Performance Bonus (as defined below) and/or the Long-Term Incentive Award
(as defined below) to which Executive is entitled.
 
      This Program is an Annex to the employment agreement between Executive and
the Company, dated as of September 27, 2005 (the "Employment Agreement"), and
the provisions of the Employment Agreement, including without limitation, with
respect to arbitration of disputes, shall apply to this Program to the extent
not inconsistent with the terms of the Program.
 
2.    Performance Bonus.
      -----------------
 
      The Company shall pay Executive an annual performance cash bonus (the
"Performance Bonus") for each fiscal year during the Term equal to (1) the
lesser of 1% of the Company Pre-Tax Income (as defined below) and $400,000 (the
"Base Bonus Amount"), (2) as adjusted by the Performance Bonus Adjustment (as
defined below), if any.
 
      (a) The term "Company Pre-Tax Income" shall mean the net income of the
Company before taxes and deductions for any bonus paid under the Program,
determined by the Company in accordance with its standard accounting practices.
 
      (b) The term "Performance Bonus Adjustment" shall mean (1) if the Average
Closing Price (as defined below) for the Company's common stock for the
thirty-day period ending on the last day of the fiscal year is at least 15%
greater than the Average Closing Price for the thirty-day period ending on the
first day of the fiscal year, then the Base Bonus Amount shall be increased by
15%; (2) if the Average Closing Price for the thirty-day period ending on the
last day of the fiscal year is less than 15% greater than the Average Closing
Price for the thirty-day period ending on the first day of the fiscal year (but
has increased over such period), then the Base Bonus Amount shall not be
adjusted; and (3) if the Average Closing Price for the thirty-day period ending
on the last day of the fiscal year is less than the Average Closing Price for
the thirty-day period ending on the first day of the fiscal year, then the Base
Bonus Amount shall be decreased by 15%.
 
      (c) The Performance Bonus shall be paid within thirty days following the
issuance of financial statements for the fiscal year in respect of which such
bonus is payable, provided that in no event shall the Performance Bonus be paid
later than the March 14 next occurring following the end of such fiscal year.
 
      (d) Except as provided below, Executive must be employed by the Company on
the last day of the fiscal year to be eligible for the Performance Bonus.
 
3.    Long-Term Incentive Award.
      -------------------------
 
      (a) The Company will pay to Executive in shares of the Company's common
stock (the "Long-Term Incentive Award") an amount equal to the greater of:
 
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            (i)   (A) the product of (1) 1/2, multiplied by (2) 200,000,
      multiplied by (3) the appreciation in stock price, if any, between (x) the
      closing price of the common stock of the Company on July 1, 2005, and (y)
      the Average Closing Price for the period between June 1, 2008 and June 30,
      2008, minus (B) $300,000; and
 
            (ii)  the sum of
 
                  (A)   the product of (1) 1/2, multiplied by (2) 200,000,
                        multiplied by (3) 1/3, multiplied by (4) the
                        appreciation in stock price, if any, between (x) the
                        closing price of the common stock of the Company on July
                        1, 2005, and (y) the Average Closing Price for the
                        period between June 1, 2006 and June 30, 2006, plus
 
                  (B)   the product of (1) 1/2, multiplied by (2) 200,000,
                        multiplied by (3) 1/3, multiplied by (4) the
                        appreciation in stock price, if any, between (x) the
                        closing price of the common stock of the Company on July
                        1, 2005, and (y) the Average Closing Price for the
                        period between June 1, 2007 and June 29, 2007, plus
 
                  (C)   the product of (1) 1/2, multiplied by (2) 200,000,
                        multiplied by (3) 1/3, multiplied by (4) the
                        appreciation in stock price, if any, between (x) the
                        closing price of the common stock of the Company on July
                        1, 2005, and (y) the Average Closing Price for the
                        period between June 1, 2008 and June 30, 2008,
 
                        minus $300,000.
 
      (b) Payment of the Long-Term Incentive Award, if any, shall be made on
July 31, 2008; provided, however, that if necessary to comply with Section
409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and
regulations, such payment shall be made on December 31, 2008. The number of
shares payable to Executive shall be based on the closing price of the Company's
common stock on June 30, 2008.
 
      (c) Except as provided below, Executive must be employed by the Company on
June 30, 2008 to be eligible for the Long-Term Incentive Award.
 
4.    Termination of Employment.
      -------------------------
 
      (a) Subject to Sections 4(c) and 4(d) below, if Executive's employment
terminates for any reason other than by the Company for Cause or by the
Executive without Good Reason (as each such term is defined in the Employment
Agreement), Executive shall be entitled to:
 
            (i)   any Performance Bonus not yet paid for any fiscal year ending
      prior to the date of Executive's termination of employment (payable as and
      when such bonus would have been paid had Executive's employment
      continued);
 
            (ii)  a prorated portion of the Performance Bonus for the fiscal
      year in which Executive's employment terminated, based on the number of
      days Executive was employed by the Company in such fiscal year (the
      Performance Bonus to be otherwise calculated and paid in accordance with,
      and subject to, the Program); and
 
            (iii) payment of the Long-Term Incentive Award in accordance with,
      and subject to, Section 3 of the Program, provided that in such a case the
      Company will pay to Executive in shares of the Company's common stock an
      amount equal to (A) the product of (1) 1/2, multiplied
 
 
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<PAGE>
 
      by (2) 200,000, multiplied by (3) the appreciation in stock price, if any,
      between (x) the closing price of the common stock of the Company on July
      1, 2005, and (y) the Average Closing Price for the 30-day period preceding
      the date of termination, minus (B) $300,000. Payment of the Long-Term
      Incentive Award, if any, shall be made thirty days following the date of
      termination; provided, however, if necessary to comply with Section
      409A(a)(2)(B)(i) of the Code, and applicable administrative guidance and
      regulations, such payment shall be made six months following the date of
      termination.
 
      (b) If Executive's employment is terminated by the Company for Cause or by
Executive without Good Reason, Executive shall be entitled only to any
Performance Bonus not yet paid for any fiscal year ending prior to the date of
Executive's termination of employment (payable as and when such bonus would have
been paid had Executive's employment continued).
 
      (c) The payment of any amounts pursuant to Sections 4(a)(ii) and (iii)
hereof is expressly conditioned upon the delivery by Executive to the Company of
a release in form and substance reasonably satisfactory to the Company of any
and all claims Executive may have against the Company and its directors,
officers, employees, subsidiaries, affiliates, stockholders, successors,
assigns, agents and representatives arising out of or related to Executive's
employment by the Company and the termination of such employment.
 
      (d) If, at the time of termination of Executive's employment for any
reason, Executive is in material breach of any covenant contained in Section 6
of the Employment Agreement, Executive (or his estate, as applicable) shall not
be entitled to any payment (or if payments have commenced, any continued
payment) under Sections 4(a)(ii) and (iii) hereof.
 
5.    Average Closing Price.
      ---------------------
 
      For purposes of the Program, "Average Closing Price" with respect to a
specified period of time shall mean the average of closing prices of the
Company's common stock as reported in the Wall Street Journal for those dates
during the specified period on which the national stock exchanges are open for
business.