Agreement And Release

Collectibles Usa, Inc.

by Collectibles Usa Inc
July 29th, 1998




                             COLLECTIBLES USA, INC.

August 8, 1997

Mr. David L. Yankey
13500 Country Way Road
Los Altos Hills, California 94022

Dear David:

     This letter (the "Agreement and Release")  confirms the termination of your
employment with Collectibles USA, Inc. (the "Company")  effective June 11, 1997.
Our  understanding  and  agreement  with  respect  to the  termination  of  your
employment is as follows:

     1. You hereby confirm your termination of employment and all  directorships
with the Company  effective  June 11, 1997,  provided that the Company  confirms
that you were paid your salary through June 30, 1997. You further  confirm that,
except as provided in paragraph 11 hereof, the Employment  Agreement between you
and the Company,  dated as of May,  1997,  shall not become  effective,  and all
provisions thereof shall be null and void ab initio provided,  however, that you
shall be entitled to retain all salary, bonuses, compensation and other payments
made to you by the Company.

     2. Subject to paragraph 20 hereof, upon your execution and delivery of this
Agreement  and Release,  you shall be entitled to receive a payment of $350,000,
in consideration  for  cancellation of the Employment  Agreement and as full and
final resolution of all actual and potential  claims for back pay,  severance or
other form of  compensation,  or otherwise  relating to the  termination of your
employment,  compensation  and benefits with the Company.  Such payment shall be
made to you  within  three days of the  consummation  of the  Company's  initial
public  offering (the "IPO") of its Common Stock,  par value $.01 per share (the
"Common Stock").

     3. Of the 174,580  shares of Common Stock  purchased by you on November 15,
1996,  you shall be entitled to retain  104,580 shares and you shall forfeit the
remaining  shares of Common Stock.  On the effective  date of this Agreement and
Release, you shall surrender any rights in the stock certificate for the 174,580
shares of Common  Stock,  whereupon  the Company will deliver to you a new stock
certificate (the "New Stock  Certificates") for 104,580 shares (the "Shares") of
Common Stock. You acknowledge and agree that any ownership interest that you may
have in any  other  shares of Common  Stock of the  Company,  or any right to be
awarded or acquire such shares of Common  Stock,  shall be  forfeited.  Provided
that all of the other persons holding 100,000 shares or more of Common Stock are
required  to do so,  you  agree to enter  into a  lock-up  arrangement  with the
Underwriters of the IPO whereby you will agree not to, directly or indirectly,






David L. Yankey
August 8, 1997
Page 2


sell or  otherwise  transfer  or dispose of any shares of Common  Stock that you
retain  hereunder for a period of 180 days after the date of the Prospectus (the
"Lock-up  Period") relating to the IPO without the prior written consent of such
Underwriters. You shall deliver the New Stock Certificates to be held by Morgan,
Lewis & Bockius LLP, the Company's  counsel,  or another  suitable  escrow agent
acceptable to you and the Company,  until the expiration of the Lock-Up  Period.
Upon the  earlier  of (i) the  expiration  of the  Lock-Up  Period  and (ii) the
abandonment  by the  Company  of the IPO,  the New Stock  Certificates  shall be
promptly redelivered to you.

     4. Other  than  as set forth  herein,  you will not  receive  compensation,
payments or benefits of any kind from the Company or Releasees  (as that term is
defined in paragraph  6(c) below) and you expressly  acknowledge  and agree that
you are not entitled to any additional compensation, payment or benefits.

     5. You  understand and agree that the  compensation,  payments and benefits
provided  for in  this  Agreement  and  Release  are  being  provided  to you in
consideration  for your  acceptance  and execution of, and in reliance upon your
representations in, this Agreement and Release.  The releases provided by you in
this  Agreement  and Release are subject to and  conditioned  upon the Company's
compliance with the terms hereof.

     6. a. You agree to accept the compensation,  payments and benefits provided
for in paragraph 2 hereof in full  resolution  and  satisfaction  of, and hereby
IRREVOCABLY  AND  UNCONDITIONALLY  RELEASE,  REMISE AND  FOREVER  DISCHARGE  the
Company and  Releasees  from,  any and all  agreements,  promises,  liabilities,
claims and demands of any kind  whatsoever,  in law or equity,  whether known or
unknown, suspected or unsuspected,  fixed or contingent,  apparent or concealed,
which you,  your heirs,  executors,  administrators,  successors or assigns ever
had,  now have or in the future may have  against  the  Company  and  Releasees,
including,  without limitation, any and all claims arising out of or relating to
your employment,  the Employment Agreement,  your compensation and benefits with
the Company and/or the termination  thereof,  and any and all present  contract,
tort or fraud claims,  present claims for  defamation or other personal  injury,
present   claims  under  any  federal,   state  or   municipal   wage   payment,
discrimination  or fair  employment  practices  law,  statute or regulation  and
present claims for costs, expenses and attorneys' fees with respect thereto, but
excluding liabilities, claims and demands relating to matters in connection with
your  employment  with the Company in which the Company has: (i)  committed  any
material act of fraud or theft,  or (ii) engaged in conduct in  connection  with
your employment  that  constitutes a felony.  THIS RELEASE AND WAIVER  INCLUDES,
WITHOUT  LIMITATION,  ANY  AND  ALL  CLAIMS  UNDER  THE  AGE  DISCRIMINATION  IN
EMPLOYMENT ACT, 29 U.S.C. SS.SS. 621-634.  However, it is agreed that you do not
waive your rights for coverage or indemnification under any directors & officers
policy,  or bylaws of the Company for acts or  omissions  occurring  during your
employment.






David L. Yankey
August 8, 1997
Page 3


         b. By signing  this  Agreement  and  Release and by  acceptance  of the
compensation,  payments  and benefits  provided  for in  paragraph 2 above,  you
WAIVE, RELEASE AND COVENANT NOT TO SUE the Company and Releasees with respect to
any matter  relating  to or arising  out of your  employment,  compensation  and
benefits with the Company  and/or the  termination  thereof,  including  without
limitation any and all claims  described in subparagraph  (a) of this paragraph,
and you agree that neither you nor any person,  organization or entity acting on
your behalf will (i) file,  participate  in or assist,  facilitate or permit the
bringing or maintenance  of any claim against the Company or Releasees,  whether
in the form of a federal,  state or municipal  court  lawsuit or  administrative
agency  action,  an  arbitration  proceeding  or  otherwise,  arising  out of or
relating to your  employment,  compensation and benefits with the Company and/or
the  termination  thereof,  including  without  limitation  any and  all  claims
described in subparagraph (a) of this paragraph,  or (ii) seek  reinstatement or
any other monetary or equitable  relief from the Company and Releasees,  however
that relief might be called,  on the basis of any such claim,  except for claims
for breach of this Agreement and Release or relating to liabilities specifically
excluded from release under  paragraph  6(a). You warrant and represent (A) that
you have not filed any  claim or  demand  for  relief  against  the  Company  or
Releasees, (B) that there are no outstanding claims or demands for relief within
the meaning of this  paragraph  6(b) and (C) that in the event any such claim or
demand is or has been filed by someone other than you without your consent,  you
will  immediately upon becoming aware of such matters and without further notice
take all actions  necessary  to  withdraw or dismiss  such claim or demand as it
relates to you with prejudice, if possible.

         c. For purposes of this Agreement and Release,  the term "Company" when
used in conjunction with "Releasees"  includes the Company and its past, present
and future direct and indirect  parents,  subsidiaries,  affiliates,  divisions,
predecessors,  successors,  and assigns, and their respective current and former
officers,  directors,  shareholders,   representatives,  agents,  attorneys  and
employees,   in  their   official  and   individual   capacities,   jointly  and
individually.

     7.  a. The Company hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, REMISES
AND FOREVER DISCHARGES you from any and all agreements,  promises,  liabilities,
claims and demands of any kind  whatsoever,  in law or equity,  whether known or
unknown, suspected or unsuspected,  fixed or contingent,  apparent or concealed,
which the Company, its successors or assigns ever had, now have or in the future
may have against you, including,  without limitation, any and all claims arising
out  of  or  relating  to  your  employment,   the  Employment  Agreement,  your
compensation and benefits with the Company and/or the termination  thereof,  and
any and  all  present  contract,  tort  or  fraud  claims,  present  claims  for
defamation or other personal injury,  present claims under any federal, state or
municipal wage payment, discrimination or fair employment practices law, statute
or regulation  and present claims for costs,  expenses and attorneys'  fees with
respect  thereto,  but  excluding  liabilities,  claims and demands  relating to
matters in connection  with your  employment with the Company in which you have:
(i) committed any






David L. Yankey
August 8, 1997
Page 4


material  act of fraud or theft or (ii)  engaged in conduct in  connection  with
your employment that constitutes a felony.

         b. By signing this Agreement and Release, the Company WAIVES,  RELEASES
AND COVENANTS  NOT TO SUE you with respect to any matter  relating to or arising
out of your  employment,  compensation  and benefits with the Company and/or the
termination  thereof,  including without limitation any and all claims described
in subparagraph  (a) of this  paragraph,  and the Company agrees that neither it
nor any  person,  organization  or entity  acting on its  behalf  will (i) file,
participate  in or assist,  facilitate or permit the bringing or  maintenance of
any claim  against  you,  whether in the form of a federal,  state or  municipal
court lawsuit or  administrative  agency action,  an  arbitration  proceeding or
otherwise,  arising  out of or  relating to your  employment,  compensation  and
benefits with the Company  and/or the  termination  thereof,  including  without
limitation any and all claims  described in subparagraph  (a) of this paragraph,
or (ii) seek  reinstatement  or any other monetary or equitable relief from you,
however that relief  might be called on the basis of any such claim,  except for
claims for breach of this  Agreement  and  Release or  relating  to  liabilities
specifically  excluded from release under paragraph  6(a). The Company  warrants
and represents (A) that the Company has not filed any claim or demand for relief
within  the  meaning of this  paragraph  7(b) and (B) that in the event any such
claim or demand is or has been filed by someone  other than the Company  without
its consent,  the Company will  immediately  upon becoming aware of such matters
and without  further  notice take all actions  necessary  to withdraw or dismiss
such claim or demand with prejudice.

     8.  a. The Company  shall  prepare  and file a  registration  statement  to
effect the  registration  under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  of the Shares,  all to the extent  requisite  to permit the
public  resale of the  Shares.  The Company  shall  initiate  such  registration
statement at least 60 days prior to the end of the Lock-Up  Period and shall use
best efforts to cause the  Registration  Statement  which is the subject of this
Section 8 to be declared  effective by the  Securities  and Exchange  Commission
(the "Commission") immediately upon the expiration of the Lock-Up Period.

         b.  The  Company  will pay all  registration  expenses  (including  all
registration,  filing, qualification,  legal and accounting fees), in connection
with any registration pursuant to this Section 8.

         c. A  registration  pursuant  to this  Section 8 shall not be deemed to
have been effected (i) unless a registration  statement with respect thereto has
become  effective  within the time  period  specified  herein,  provided  that a
registration  which does not be come  effective  after the  Company  has filed a
registration  statement with respect thereto solely by reason of your refusal to
proceed shall be deemed to have been effected by the Company,  (ii) if, after it
has become effective,






David L. Yankey
August 8, 1997
Page 5


such registration  becomes subject to any stop order,  injunction or other order
or extraordinary  requirement of the Commission or other governmental  agency or
court for any reason, (iii) if, after it has become effective, such registration
ceases to be  effective  for more than an  aggregate  of ninety  (90) days.  The
Company  covenants  with you that it shall take such action as is  necessary  to
keep such registration statement current and effective through at least November
30, 1998.

         d. If the  Company  has fixed  plans to file a  registration  statement
within 60 days after the expiration of the Lock-Up  Period  covering the sale of
any of its  securities  in a  public  offering  under  the  Securities  Act,  no
registration of the Shares shall be initiated under this Section 8 until 90 days
after the effective  date of such  registration  unless the Company is no longer
proceeding diligently to effect such registration; provided that (i) the Company
shall provide you with the right to participate in such public offering and (ii)
notwithstanding  the  foregoing,  in no event shall the Company's  obligation to
file and use its best efforts to have the  registration  statement under Section
8a be declared  effective,  be delayed for more than 60 days from the end of the
Lock-Up.

         e. If at the time of expiration of the Lock-Up Period,  or such earlier
time as the Shares are to be delivered to you, the holding period required under
Rule 144  promulgated  pursuant to the Securities Act has been met, then the New
Stock  Certificates  shall be delivered without any restrictive  legends and the
transfer agent will be so instructed by the Company.

         f. You agree  that you shall  not sell more than  25,000  Shares in any
calendar week under such  registration  statement and you further agree that you
shall give the managing  underwriter of the Company's IPO the first  opportunity
to handle the sale of such Shares,  provided,  however, that if such underwriter
is not willing to make such sales on your behalf,  or will not be able to obtain
a price that is as desirable as those attainable by another broker-dealer,  then
you may sell such  Shares  through  another  broker-dealer.  The  Company  shall
deliver to you,  within 30 days of the date  hereof,  notice of the  appropriate
person at such underwriter to contact with respect to any such sale of shares.

     9.  a. Nothing contained in this  Agreement  and Release shall be deemed to
constitute  an admission or evidence of any  wrongdoing or liability on the part
of you or the Company or Releasees.

     10. a. You  have  returned  and/or  agree to  immediately  return,  freight
collect,  to the Company any and all original and duplicate copies of all files,
calendars,  books, records,  notes, manuals,  computer disks,  diskettes and any
other  magnetic and other media  materials you have in your  possession or under
your control belonging to the Company or Releasees or containing confidential or
proprietary  information  concerning the Company or Releasees or their customers
or operations.  You have also returned your Company keys,  credit cards, etc. to
the Company and you






David L. Yankey
August 8, 1997
Page 6


will return the  Company's  cellular  telephone.  By signing this  Agreement and
Release, you confirm that you have not retained in your possession or under your
control any of the documents or materials described in this paragraph.

         b. The Company  acknowledges that you have no legal  responsibility for
the Company's offices, or bank accounts,  at 2081 Landings Drive, Mountain View,
CA 94043.

     11. You agree that the  provisions  of  Sections 5 and 9 of the  Employment
Agreement (and only such provisions)  shall be incorporated by reference herein,
shall become  effective  upon your  execution and delivery of this Agreement and
Release and shall remain in full force and effect as provided therein.

     12. You  agree that upon the  Company's  instructions  you will  assist and
cooperate  with the  Company and  Releasees  in  connection  with the defense or
prosecution  of any  claim  that  may be  made  against  or by  the  Company  or
Releasees,  or in connection with any ongoing or future investigation or dispute
or  claim  of any  kind  involving  the  Company  or  Releasees,  including  any
proceeding  before any arbitral,  administrative,  regulatory,  self-regulatory,
judicial,  legislative,  or other body or agency,  to the  extent  such  claims,
investigations  or  proceedings  relate to services  performed or required to be
performed by you, pertinent  knowledge  possessed by you, or any act or omission
by you, such  assistance and  cooperation to be reasonable in scope and duration
and consistent with your employment with the Company and shall not  unreasonably
interfere  with  your  business  or  job  responsibilities.  The  Company  shall
reimburse you for reasonable expenses incurred by you for your time in providing
such assistance and cooperation,  and, if more than nominal efforts are required
of you, the Company shall compensate you in an amount mutually agreed upon.

     13. This  Agreement  and  Release  may  not  be  changed  orally,  and   no
modification,  amendment  or waiver of any of the  provisions  contained in this
Agreement and Release,  nor any future  representation,  promise or condition in
connection  with the subject  matter of this  Agreement  and  Release,  shall be
binding upon any party hereto unless made in writing and signed by such party.

     14. This  Agreement  and  Release  shall be subject to and  governed by and
interpreted in accordance with the laws of the State of New York, without regard
to conflicts of law principles.

     15. This Agreement  shall inure to the benefit of and shall be binding upon
(i) the Company and Releasees,  its successors and assigns, and any company with
which the  Company  may merge or  consolidate  or to which the  Company may sell
substantially  all its assets and (ii) you and your  executors,  administrators,
heirs and  legal  representatives.  You may not sell or  otherwise  assign  your
rights, obligations or benefits under this Agreement.






David L. Yankey
August 8, 1997
Page 7


     16. This Agreement and Release contains the entire agreement between us and
supersedes and, except as specifically  provided herein,  terminates any and all
previous  agreements  between  us,  whether  written  or  oral.  All  prior  and
contemporaneous  discussions  and  negotiations  have  been and are  merged  and
integrated into, and are superseded by, this Agreement and Release. No waiver by
either party of any provision or condition of this  Agreement and Release at any
time shall be deemed a waiver of such  provision  or  condition  at any prior or
subsequent  time or of any other provision or condition at the same or any prior
or subsequent time.

     17. In the event of breach of any  provision of this  Agreement and Release
by either party,  the aggrieved  party shall be entitled to recover such damages
sustained as a consequence of such breach.

     18. In the event any provision of this  Agreement and Release shall be held
to be void, voidable, unlawful or, for any reason, unenforceable,  the remaining
portions shall remain in full force and effect.

     19. If this  Agreement  and Release  conforms to our  understanding  and is
acceptable  to you,  please  indicate  your  agreement by signing and dating the
enclosed copy of this Agreement and Release and returning it to the Company. YOU
WILL THEN BE PERMITTED TO REVOKE THIS  AGREEMENT  AND RELEASE AT ANY TIME DURING
THE PERIOD OF SEVEN DAYS FOLLOWING THE EXECUTION THEREOF, AND THIS AGREEMENT AND
RELEASE  WILL NOT BE  EFFECTIVE  OR  ENFORCEABLE  AND NO  PAYMENTS  WILL BE MADE
HEREUNDER UNTIL THE SEVEN-DAY  REVOCATION  PERIOD HAS EXPIRED.  IN THE EVENT YOU
FAIL TO EXECUTE AND RETURN THIS AGREEMENT AND RELEASE ON A TIMELY BASIS,  OR YOU
EXECUTE AND THEN ELECT TO REVOKE THIS AGREEMENT AND RELEASE,  THIS AGREEMENT AND
RELEASE WILL BE OF NO FURTHER FORCE AND EFFECT,  AND NEITHER YOU NOR THE COMPANY
WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER.

     20. Any unresolved  dispute or  controversy  arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration,  conducted
before a panel of three (3)  arbitrators in New York, NY, in accordance with the
rules of the American  Arbitration  Association then in effect.  The arbitrators
shall not have the  authority to add to,  detract  from, or modify any provision
hereof nor to award  punitive  damages to any injured  party.  A decision by the
arbitration  panel shall be final and  binding.  Judgment  may be entered on the
arbitrators' award in any court having jurisdiction.

     21. You agree that you will not, either  directly or indirectly,  disparage
(whether  in writing  or orally)  the  Company  or the  Releasees  in any manner
whatsoever to the public,  the media,  customers,  suppliers or other persons or
entities who transact business with the Company,






David L. Yankey
August 8, 1997
Page 8


or current or former  employees of the Company,  at any time. The Company agrees
that its officers and directors will not,  directly,  or  indirectly,  disparage
(whether in writing or orally) you in any manner  whatsoever to the public,  the
media,  customers,  suppliers or other persons or entities who transact business
with the Company,  or current or former  employees of the Company,  at any time,
provided,  however,  that you hereby  acknowledge and agree that no statement or
other disclosure  directly or indirectly relating to you set forth in any filing
(including but not limited to any registration  statements  filed) in connection
with the IPO  shall be  deemed  to cause  the  Company  to be in  breach  of its
obligations pursuant to this Section 21.

     22. All notices in connection with or provided for under this Agreement and
Release  shall be validly  given or made only if made in writing  and  delivered
personally or mailed by registered or certified mail, return receipt  requested,
postage  prepaid,  to the party  entitled or  required  to receive the same,  as
follows:

     If to David L. Yankey, addressed to:

              Mr. David L. Yankey
              13500 Country Way Road
              Los Altos Hills, CA  94022

     If to the Company and Releasees, addressed to:

              Mr. Ronald P. Rafaloff
              RGR Financial Group
              1 Battery Park Plaza
              24th Floor
              New York, NY 10004-1405

     with a copy to:

              David W. Pollak, Esq.
              Morgan, Lewis & Bockius LLP
              101 Park Avenue
              New York, New York   10178-0060

     23. The Company  represents and warrants that this Agreement and Release is
within its corporate  powers,  the  execution and delivery  hereof has been duly
authorized,  and that its provisions do not conflict with any other  agreements,
laws or regulations by which it is bound.






David L. Yankey
August 8, 1997
Page 9


     24. Execution of this Agreement and Release with signatures transmitted via
facsimile shall be considered valid.

                                          Sincerely yours,

                                          COLLECTIBLES USA, INC.

                                          By: /s/ RONALD RAFALOFF
                                             -----------------------------------
                                                   Ronald P. Rafaloff, President

THIS  AGREEMENT  AND RELEASE ARE LEGAL  DOCUMENTS.  YOU SHOULD  CONSULT  WITH AN
ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND RELEASE.

BY SIGNING THIS  AGREEMENT AND RELEASE YOU  ACKNOWLEDGE  THAT YOU ARE COMPETENT,
THAT YOU WERE  AFFORDED A TIME PERIOD OF AT LEAST 21 DAYS TO REVIEW AND CONSIDER
THIS  AGREEMENT  AND RELEASE WITH AN ATTORNEY OF YOUR  CHOICE,  THAT YOU HAVE IN
FACT RETAINED COUNSEL IN THIS MATTER WHO HAS ASSISTED YOU IN THE NEGOTIATION AND
DRAFTING OF THE TERMS OF THIS  AGREEMENT,  THAT YOU HAVE READ AND UNDERSTAND AND
ACCEPT THESE DOCUMENTS AS FULLY AND FINALLY RESOLVING, WAIVING AND RELEASING ANY
AND ALL CLAIMS WHICH YOU MAY HAVE AGAINST THE COMPANY AND  RELEASEES (AS DEFINED
ABOVE),  INCLUDING ANY AND ALL CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
ACT, THAT NO PROMISES OR  INDUCEMENTS  HAVE BEEN MADE TO YOU EXCEPT AS SET FORTH
IN THIS AGREEMENT AND RELEASE AND THE ATTACHMENTS, AND THAT YOU HAVE SIGNED THIS
AGREEMENT AND RELEASE KNOWINGLY, FREELY AND VOLUNTARILY, INTENDING TO BE LEGALLY
BOUND BY ITS TERMS.  THE  FOREGOING  PARAGRAPH IS A SUMMARY  DESCRIPTION  OF THE
GENERAL IMPORT OF THIS INSTRUMENT AND






David L. Yankey
August 8, 1997
Page 10


DOES NOT ALTER OR IN ANY WAY AMEND THE DETAILED PROVISIONS CONTAINED IN THE BODY
HEREOF.

ACCEPTED AND AGREED:

 /s/ DAVID L. YANKEY                                       Date: August 8, 1997
- ----------------------------------                               ---------------
David L. Yankey

WITNESSED BY:



[SIG]
- ----------------------------------