EMPLOYMENT AGREEMENT

Exhibit 10.5

Execution Copy

EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of July ___, 2005, and is between A-MARK PRECIOUS METALS, INC., a New York corporation (“ Company ”), and RAND LeSHAY, an individual (“ Mr. LeShay ”), and is made with reference to the following facts.

STATEMENTS OF FACT:

     A. Mr. LeShay is currently employed by Company as its Senior Vice President, pursuant to that certain employment agreement dated August 18, 1995, between Company and Mr. LeShay (the “ Existing Agreement ”).

     B. Company now wishes to continue to employ Mr. LeShay, and Mr. LeShay wishes to continue to be so employed, on the terms and conditions set forth in this Agreement. The Existing Agreement is hereby superceded and replaced in its entirety.

      NOW, THEREFORE, Company and Mr. LeShay hereby agree as follows:

     1.  Employment; Term . Company hereby employs Mr. LeShay, and Mr. LeShay hereby accepts employment with Company, in accordance with and subject to the terms and conditions set forth in this Agreement. The initial term of this Agreement (the “Initial Term”) commences on the date of this Agreement and, unless earlier terminated in accordance with Section 6, will terminate on the fifth anniversary of the date of this Agreement. Company and Mr. LeShay may extend the term of this Agreement for one or more additional one (1) year periods by written agreement signed by them prior to the end of the Initial Term or the then-current extension thereof, as applicable (the Initial Term and any extensions thereof, the “Term”).

     2.  Duties . (a) During the Term, Mr. LeShay shall serve as Senior Vice President of Company and shall report to the Chief Executive Officer of Company. Mr. LeShay’s primary duties will be to identify, fully disclose and present to Company for its possible investment, any and all business opportunities, whether passive or active, whether related or unrelated to Company’s primary business that he becomes aware of while an employee of Company, either because of his position as Senior Vice President or otherwise. In addition, he will have such duties and responsibilities as are customary for Mr. LeShay’s position and any other duties or responsibilities he may be reasonably assigned by Company’s Chief Executive Officer.

          (b) During the period Mr. LeShay is employed by Company, Mr. LeShay shall be required to devote his full business time and best efforts exclusively to the business and affairs of Company and will not directly or indirectly engage in any other business or competitive activity which has not been disclosed to and approved in writing by Company, including, without limitation, any investments of financial arrangements related to precious metals, coins and stamps, sports memorabilia, space memorabilia, autographs, historical documents or books.

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          (c) Except in the ordinary course of performing his duties hereunder and in accordance with Company’s annual business plan and any other guidelines or policies approved by Company’s Chief Executive Officer or Board of Directors, Mr. LeShay shall not have the authority to create or execute any contract or obligation, either express or implied, on behalf of or in the name of Company or any of its affiliates, which is intended to be binding upon Company or for which Company would be liable without the prior written consent of Company’s Chief Executive Officer.

     3.  Compensation . (a) Company shall pay Mr. LeShay a salary of Two Hundred Nine Thousand Dollars ($209,000.00) per annum (the “ Base Salary ”). In addition, Mr. LeShay will receive a one-time signing payment in the amount of Fifty Thousand Dollars ($50,000.00) (“ Signing Payment ”) upon execution of this Agreement and a year-end performance bonus (“ Percentage Bonus ”) calculated and paid as described below. Payment of the Base Salary, Signing Payment and Percentage Bonus will be in accordance with Company’s standard payroll practices and subject to all legally required or customary withholdings.

          (b) For each fiscal year of employment in which Company’s shareholder equity is in excess of Ten Million Dollars ($10,000,000.00), Company shall pay to Mr. LeShay, within ninety (90) calendar days from the close of that fiscal year, a Percentage Bonus equal to seven and one-half percent (7½%) of its Net Pre-Tax Annual Income (as defined below). For this purpose Company’s “shareholder equity” shall only be reduced by losses from its business operations as determined by the independent certified accountants regularly retained by Company, in accordance with consistently and conservatively applied generally accepted accounting principles. Nothing herein prevents the Company from paying Mr. LeShay additional bonus amounts.

          (c) In the event that Mr. LeShay’s employment is terminated by Company during a fiscal year and Mr. LeShay is entitled to receive the Percentage Bonus for the period of such fiscal year during which Mr. LeShay was employed by Company pursuant to Section 7(a) or 7(c) below, the parties agree that: (i) Percentage Bonus shall be calculated on the Net Pre-Tax Annual Income of Company reported only during the period of the then current fiscal year during which Mr. LeShay was employed, and (ii) the determination of Net Pre-Tax Annual Income shall take into account only sales revenues arising from those transactions with respect to which Company entered into binding contracts or purchases and sales tickets prior to the termination of employment and which are consummated within sixty (60) days following such date.

          (d) Subject to the provisions of this Section 3(e), the “Net Pre-Tax Annual Income” as used in this Agreement shall mean the pre-tax operating income, before bonuses are paid, as per the books and records for a fiscal year, or the portion thereof during which Mr. LeShay is employed if less than a full fiscal year, as determined by the independent certified accountants regularly retained by Company, in accordance with consistently and conservatively applied generally accepted accounting principles, adjusted for (i) any and all compensation paid, or accrued and payable, to other employees and independent contractors of Company, and (ii) any other amounts payable to Mr. LeShay pursuant to this Agreement. In determining the Net Pre-Tax Annual Income all interest on loans accrued or paid by Company, whether to third parties, shareholders of Company or to affiliated entities, shall be deducted from Company’s

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gross income prior to arriving at the Net Pre-Tax Annual Income. No increase in historical amortization of goodwill, if any, nor any direct cost incurred in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, dated as of the date hereof, by and among Spectrum PMI, Inc., A-Mark Holding, Inc. and Steven C. Markoff shall be deducted from Company’s gross income prior to arriving at the Net Pre-Tax Annual Income.

     4.  Stock Appreciation Right . Concurrently with execution and delivery of this Agreement, Greg Manning Auctions, Inc. (“GMAI”), the indirect 80% parent of Company shall, pursuant to a Stock Appreciation Right Agreement between GMAI and Mr. LeShay in the form of Exhibit A attached hereto, grant to Mr. LeShay a stock appreciation right with respect to Twenty-Five Thousand (25,000) shares of common stock of GMAI.

     5.  Benefits.

          (a) Upon submission by Mr. LeShay of vouchers in accordance with Company’s standard procedures, Company shall reasonably promptly reimburse Mr. LeShay for all reasonable and necessary travel, business entertainment and other business expenses incurred by Mr. LeShay in connection with the performance of his duties under this Agreement.

          (b) Mr. LeShay is entitled to participate in any and all medical insurance, group health, disability insurance, employee bonus compensation programs and other benefit plans that are made generally available by Company to employees of Company. Company shall pay all premiums payable in connection with medical insurance provided for Mr. LeShay. Additionally, Mr. LeShay is entitled to receive four (4) weeks paid vacation a year and paid holidays made available pursuant to Company’s policy to all employees of Company. Company, in its sole discretion, may at any time amend or terminate any such benefit plans or programs.

     6.  Termination . Mr. LeShay’s employment hereunder may be terminated prior to the end of the Term under the following circumstances:

          (a) Mr. LeShay’s employment hereunder will terminate upon Mr. LeShay’s death.

          (b) Except as otherwise required by law, Company may terminate Mr. LeShay’s employment hereunder at any time after Mr. LeShay becomes Totally Disabled. For purposes of this Agreement, Mr. LeShay will be “ Totally Disabled ” as of the earlier of (1) the date Mr. LeShay becomes entitled to receive disability benefits under Company’s long-term disability plan, or (2) Mr. LeShay’s inability to perform the duties and responsibilities contemplated under this Agreement for a period of more than ninety (90) consecutive days due to physical or mental incapacity or impairment.

          (c) Company may terminate Mr. LeShay’s employment hereunder for Cause at any time after providing written notice to Mr. LeShay. For purposes of this Agreement, “ Cause ” means any of the following:

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               (1) Mr. LeShay’s neglect or failure or refusal to perform his duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness);

               (2) any wrongful act by or omission of Mr. LeShay that materially injures the reputation, business, or business relationship of Company or any of its affiliates, or that, in the good faith judgment of Company, constitutes fraud or intentional misconduct;

               (3) Mr. LeShay’s conviction (including conviction on a nolo contendere plea) of a felony or any crime involving, in the good faith judgment of Company, fraud, dishonesty or moral turpitude;

               (4) the breach of an obligation set forth in Section 8, 9 or 10;

               (5) any other material breach of this Agreement; or

               (6) upon the sale of all or substantially all of the stock or assets of Company or the shutdown of its operations.

In the cases of “neglect or failure” to perform his duties under this Agreement as set forth in 6(c)(1) above, or material breach as set forth in 6(c)(5) above, a termination by Company with Cause shall be effective only if, within thirty (30) days following delivery of a written notice by Company to Mr. LeShay that Company is terminating his employment with Cause (which notice shall set forth the basis of the alleged neglect, failure or breach), Mr. LeShay has failed to cure the circumstances giving rise to such Cause.

          (d) Company may terminate Mr. Leshay’s employment hereunder for any reason, upon thirty (30) days’ prior written notice.

          (e) Mr. LeShay may terminate his employment hereunder for “Good Reason” if Company decreases or fails to pay Mr. LeShay’s Base Salary or Percentage Bonus as provided in Section 3 or the benefits described in Section 5 above, or if Company makes a material change in Mr. LeShay’s job description or duties. A termination by Mr. LeShay shall be effective only if, within thirty (30) days following delivery of a written notice by Mr. LeShay to Company that Mr. LeShay is terminating his employment (which notice shall set forth the alleged decrease or failure by Company), Company has failed to cure the circumstances giving rise to the termination.

     7.  Compensation Following Termination Prior to the End of the Term . In the event that Mr. LeShay’s employment hereunder is terminated prior to the end of the Term, Mr. LeShay will be entitled only to the following compensation and benefits upon such termination:

          (a) In the event that Mr. LeShay’s employment hereunder is terminated prior to the expiration of the Term by reason of Mr. LeShay’s death o