Collectibles USA Inc Watch

from S-1/A 1 page Rgr Financial Group, LLC One Battery Park Plaza 24th Floor New York, New York 10004 May 31, 1998 Collectibles USA, Inc. One Battery Park Plaza 24th Floor New York, New York 10004 Dear Sir or Madam: Reference Is Hereby Made to (A) Collectibles USA, Inc.'s ("Cusa") Offering to Accredited Investors of $1,000,000 of Shares of Preferred Stock Designated as the Series a Convertible Preferred Stock (The "Preferred Stock") of Cusa Which Are Convertible Into Shares of Common Stock of Cusa (The "Common Stock") and (B) Cusa's Offering (The "Note Offering") to Accredited Investors of $1,550,000 Aggregate Principal Amount of 12% Convertible Notes Due February 28, 1999 (The "Notes") Which Notes Are Convertible Into Shares of Common Stock. in the Event of the Consummation of the Initial Public Offering of the Common Stock, the Undersigned Hereby Agrees to Transfer 11,986 and 79,063 Shares of Common Stock (Assuming an $8.50 Initial Public Offering Price of the Common Stock) to Certain Holders Of, Respectively, the Preferred Stock and the Notes. in the Event That the Initial Public Offering Price of the Common Stock Shall Be Greater Than or Less Than $8.50, the Undersigned Agrees That the Aforementioned 11,986 and 79,063 Shares Shall Be Appropriately Adjusted. Please Indicate Your Acceptance of the Terms Hereof by Signing in the Appropriate Space Below. Very Truly Yours, Rgr Financial Group, LLC by /S/ Ronald Rafaloff Name: Ronald Rafaloff Title: Chairman Accepted and Agreed to as of the Date Hereof: Collectibles USA, Inc. by /S/ Neil J. Depascal Jr