COMMERCIAL LOAN AND SECURITY AGREEMENT

     THIS  IS  A  COMMERCIAL  LOAN  AND  SECURITY AGREEMENT made this 16thday of
November,  2000,  by  and  among:

NATIONAL RECOVERY LIMITED PARTNERSHIP, a limited partnership having its place of
business  at  27  Mischa  Hill  Road,  Trumbull,  Connecticut 06611 (hereinafter
referred  to  as  the  "Lender"),  TANGIBLE  COLLECTIBLES,  INC.,  a  Delaware
corporation with a place of business at 3444 Via Lido, Newport Beach, California
92663  (hereinafter referred to as the "Borrower") and TANGIBLE ASSET GALLERIES,
INC.  a  Nevada  corporation  with a place of business at 3444 Via Lido, Newport
Beach,  California 92663 (hereinafter referred to as the "Corporate Guarantor"),
and  SILVANO  DIGENOVA AND EVE DIGENOVA, whose address is 3444 Via Lido, Newport
Beach,  California  92663  (herein after referred to as "Individual Guarantors")
(hereinafter  sometimes  referred  to  collectively  as  the  "Guarantors").
The  liability  of the Borrower and of each of the Guarantors hereunder shall be
joint  and  several.

THE  PARTIES  HERETO  DO HEREBY AGREE AS FOLLOWS (reference being hereby made to
Section  10 below for the definition of cer-tain capitalized terms used herein):

SECTION 1.          THE LOAN, ADVANCES, INTEREST, GUARANTIES, SECURITY INTEREST,

FINANCING  STATEMENTS,  COLLATERAL,  SUBORDINATIONS,  LIFE  INSURANCE.

     1.1     Loan  Authorization
Subject  to  all  the  terms  and  conditions  of  this Agreement, including the
preconditions to loan advances as herein provided and so long as there exists no
Event  of  Default  nor  any event which with the passage of time, the giving of
notice  or both would constitute an Event of Default, Lender will make available
to  the  Borrower:

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(a)     Demand  Note.  A  Commercial  Demand Loan in the principal amount of ONE
MILLION  AND  00\100  DOLLARS ($1,000,000.00) (referred to herein as the "Demand
Loan")  which shall be made available to Borrower which may only be utilized for
the  purposes  of  purchasing  inventory  consisting  of  collectible  coins and
artwork.  Said  renewal  of  said  loan  shall  only  be valid if in writing and
executed  by  Lender.  The Demand Loan shall be evidenced by a Commercial Demand
Note  in  the  form  of  SCHEDULE  "A"  attached  hereto  and made a part hereof
(referred  to  herein as the "Demand Note").  Any continuance, extension, and/or
issuance  of  the aforesaid Demand Note and advances thereunder shall be subject
to  the  provisions  of  this paragraph and this Agreement.  Notwithstanding the
above  provisions,  the security interest granted to Lender in the Collateral as
herein  defined  shall  not in any way be limited to such amount or be dependent
upon the use to which such funds are put but shall at all times fully secure the
Obligations  (as  hereinafter  defined).

1.2     Obligations

     It  is  specifically  agreed by Borrower, Lender and the Guarantors that in
the  event that further financial accommodations of any type, including, but not
limited  to,  letters  of  credit, term Loan, coverage of overdrafts, time Loan,
demand  Loan and the like are now or hereafter extended by Lender to Borrower or
Guarantors that the parties intend that this Instrument shall govern any and all
such  financial  accommodations. An extension of the foregoing, all advances now
or hereafter made by Lender to Borrower pursuant to this Agreement and/or any of
the  Documents or any renewal or extensions thereof or otherwise, whether or not
evidenced  by  notes,  and  all  liabi-lity  whether  now  existing or hereafter
arising,  absolute  or  con-tingent, direct or indirect with respect to or under
letters  of  credit,  banker's  acceptances  or  guarantees  now  or  hereafter
established  by  Lender  pursuant  to  this  Agreement,  together with all other
obligations  and  indebtedness of every kind and nature, whether now existing or
hereafter arising, absolute or contingent, direct or indirect, under or pursuant
to  this  Agreement or any of the Documents or otherwise, of Borrower and/or the
Guarantors  to Lender, to the extent the same are outstanding from time to time,
are  sometimes  collectively  referred  to  herein  as  the  "Obligations".

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1.3     Interest

     (a)  Demand  Note  All  amounts  outstanding  from  time  to time under the
Demand  Note  shall  bear  interest  at  a  per annum rate equal to thirteen and
one-half  (13.50%)  percent  per  annum.  Upon  the  occurrence  of  an Event of
Default,  interest shall accrue for the period of time for which any payment was
due,  during  any  applicable  grace or cure period, and at all times while such
default  shall  continue at a rate three (3%) percent per annum greater than the
rate then in effect.  In the event that the total amount of any payment required
under  any of the Notes is not received by Lender within five (5) days after its
due  date, Borrower shall pay to Lender a late charge equal to five (5%) percent
of  any  such late payment.  Upon closing of the Loan the Borrower shall pay the
Lender  a  fee  of one and one half (1.5%) percent of the Loan Amount.  Borrower
shall also pay to Lender an interest reserve equal to one (1) months interest on
the  Loan.

1.4     Repayment

(a)     Demand  Note
The  Demand  Note  shall provide for the payment of interest only for the actual
number of days elapsed in each payment period on the daily outstanding principal
balance  shall  be due and payable in monthly payments in arrears on the 1st day
of  each month commencing December 1, 2000 and continuing on the first (1st) day
of  each  month  thereafter  until  the entire outstanding principal balance and
accrued  interest  has  been  paid  in  full.   The entire outstanding principal
balance  and accrued and unpaid interest thereon shall be due and payable on the
earlier  of  demand  by  the  Lender or March 31, 2001 unless said maturity date
shall  be  extended  in  writing  by  Lender  in accordance with this Agreement.
Payment  of  principal  or interest shall be deemed received by Lender only upon
receipt  of  good  funds  as  determined  by  Lender's  depository  financial
institution.  Borrower  shall  pay  to  Lender  an interest reserve equal to one
month's  interest  on  the  outstanding  principal  balance.

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1.5     Guarantees

     The  Guarantors  are  simultaneously  herewith  executing and delivering to
Lender  their  joint  and  several  Guaranty  Agreement  (the  "Guaranty")
unconditionally  guarantying  to  Lender  the  payment  of  all indebtedness and
obligations now or hereafter owing by the Borrower to Lender for all amounts due
and  payable pursuant to the Loan.   The Guaranty Agreement shall be in form and
content  as  set  forth  in  SCHEDULE  "C"  attached  hereto.

1.6     Limitation  on  Advances  (INTENTIONALLY  OMITTED)

1.7     Security

(a)  UCC  Security  Interest.  As  security  for  the  performance of Borrower's
Obligations  and  the  Guaranty  pursuant  to  this  Agreement,  and  the  other
Documents,  Borrower  and  Guarantors  hereby  mortgages, pledges and assigns to
Lender,  and gives and grants to Lender a security interest in all of its right,
title  and  interest  in  and  to  the  items and types of property described or
referred to below, whether now owned or hereafter acquired, and the proceeds and
products  thereof  (all  of  which  property  is  herein collectively called the
"Collateral"),  which  security interest has and shall remain first and prior to
all  other security interests therein and which Collateral shall remain free and
clear  of  all  mortgages,  pledges,  security  interests,  liens  and  other
encumbrances  and  restrictions  on the transfer thereof, except as specifically
set  forth  in  SCHEDULE  "D"  attached  hereto:

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     (i)  Inventory

     All  inventories  of every kind, pre-sently existing or hereafter acquired,
wherever  located,  including  all  goods  intended  for  sale or lease or to be
furnished  under  contracts  of  service, all raw materials, work in process and
finished  goods,  any  and  all rejected and/or returned goods and all supplies,
materials  and  products  of  every  nature  and  description  used or usable in
connection  with  the  manufacture,  packing,  shipping,  advertising,  selling,
leasing or furnishing of such goods, and all contract rights with respect to any
of  the  same  and  all  documents representing any of the same, all whether now
owned or hereafter acquired by Borrower or in which Borrower may now have or may
hereafter  acquire  any  interest, all whether now existing or hereafter arising
(the  "Inventory"). The security interest in the Inventory shall continue in all
Collateral  described  in  this  paragraph  (except  goods  sold as pro-vided in
Section  9-307(1)  of  the  Uniform Commercial Code), not-withstanding the sale,
exchange  or  other  disposition  hereof  by  Borrower  (sale, exchange or other
disposition  of  any  of said Collateral is not authorized by Lender, other than
sale  in  the  ordinary  course  of  business).

     (ii)  Documents

     All documents and instruments relating to any and all inventory, including,
but  not  limited  to  artwork  and  collectible  coins of every nature, whether
presently  existing  or hereafter acquired by Borrower in which Borrower may now
have  or  may  hereafter  acquire  any  interest,  all  whether  now existing or
hereafter  arising.

     (iii)  Records

     All  books,  records  and  other  documents of every nature relating to the
above  described  types  of  property, including, without limitation, all tapes,
cards,  discs,  cassettes,  papers,  documents  and  computer  software  in  the
possession  or control of Borrower, any Affiliate of them, all whether now owned
or  hereafter acquired by Borrower or in which Borrower now has or may hereafter
acquire  any  interest,  all  whether  now  existing  or  hereafter  arising.

     (iv)  Insurance  Policies

     All  rights  in,  to  and  under  policies  of insurance on said Inventory,
including  claims  or  rights  to  payment  and proceeds heretofore or hereafter
arising  therefrom,  with respect to the herein described types of property, all
whether now owned or hereafter acquired by Borrower or in which Borrower may now
have  or  may  hereafter  acquire  any  interest,  all  whether  now existing or
hereafter  arising.

     (v)  All  collectible  coins  and  art  work  of  Borrower  and  Individual
Guarantors.

(vi)Borrower  shall  also  grant  a perfected first security interest in certain
assets  as  further  described  in  a  UCC-1  Financing  Statement  of even date
herewith.

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     (vii)  Proceeds  and  Products

     All  proceeds  and  all  products  of  all  Collateral  described  above.
     1.8     Financing  Statements

     Borrower  is  concurrently  herewith  executing  and  deli-vering to Lender
financing  statements  pursuant to the provisions of the Uniform Commercial Code
with  respect  to  the  collateral  in  which Lender has been granted a security
interest  by Borrower pursuant to the provisions of this Agreement and the other
Documents.  Borrower  hereby  agrees  to  execute  any and all further documents
deemed  necessary  by  Lender,  in  its sole discretion, to perfect its security
interest  in  the  Collateral.

1.9     Subordinations.

A.  Each  of  the  Guarantors  shall  execute  and deliver to Lender at Lender's
request  a  Subordination  Agreement  (the  "Subordination")  of the Guarantors'
subordinating to the Loan, and the right of the Lender to receive payments under
the  Loan,  any and all of each Guarantors' indebtedness owed by the Borrower to
each  of  the  Guarantors.

B.  Said  Subordination  Agreement may provide that so long as there shall be no
Event of Default, Borrower shall be authorized to pay the regular installment of
interest  and principal payable on such subordinated debt in the ordinary course
of  business.

     1.10     Insurance  on  the  Collateral

     Borrower and each Guarantor are contemporaneously with the execution hereof
delivering  to  Lender  a  Certificate  or  Certificates of Insurance (and shall
deliver  the  originals  of  the  policies  referred  to  herein upon request of
Lender),  respecting  hazard  (including,  but not limited to, fire and extended
coverage  including " all risk"), liability, loss of rental and flood (if any of
the Borrower's tangible assets are located on premises in a special flood hazard
area),  with  coverage  for  the  fair market value at the time of a loss of the
Collateral and in an amount of at least Two Million ($2,000,000.00) Dollars with
no  co-insurance.  Borrower  shall  further  be  required to provide evidence to
Lender  of  adequate property insurance for all Collateral, which shall list the
Lender  as  loss  payee.

1.11     Insurance  on  the  Lives  of  the  Guarantors
(Intentionally  Omitted)

<PAGE>

SECTION  2.          REPRESENTATIONS  AND  WARRANTIES
Borrower  and  where  applicable  each  of  the Guarantors hereby represents and
warrants  to  Lender  that:

     2.1     Incorporation  and  Qualification
Borrower  and  Corporate  Guarantor  are corporations duly organized and validly
existing  and  in  good  standing  under  the  laws  of  the  state  of  their
incorporation,  have  the  corporate power to own their assets and conduct their
business  as  they  are  now being conducted and are qualified to do business in
each  jurisdiction  wherein  the nature of the business conducted by them or the
property  owned  or  held under lease by them make such qualification necessary.
     2.2     Capitalization,  Business  and  Subsidiaries
Except  as  disclosed  on  SCHEDULE  "F" attached hereto and made a part hereof,
Borrower  does  not own stock of any other cor-poration, active or inactive. The
information  set  forth on SCHEDULE "G" attached hereto with respect to Borrower
and  as  to  Borrower's authorized, issued and outstanding capital stock, all of
which  stock  has  been duly authorized and validly issued and is fully paid and
non-assessable,  the  holders  of  such  stock, the officers, the directors, the
principal and other places of business, the place where its Inventory, Equipment
and  Records  of  its  Accounts  are  kept,  and  Borrower's,  present  business
activities and status, is complete and accurate. Borrower neither has a place of
business  nor  maintains  or  stores any of the Collateral at any location other
than  those  set  forth  in  SCHEDULE  "G"  attached  hereto.
2.3     Corporate  Authorization

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     Borrower  and  Corporate  Guarantor  have  the  corporate power to execute,
deliver,  and carry out the terms and provisions of this Agreement and the other
Documents to which it is a party and has taken all necessary corporate and legal
action  with  respect  thereto  (including,  without  limitation,  obtaining any
consent  of  stockholders  required  by  law or its Articles of Incorporation or
By-Laws),  and  this  Agreement  and such other Documents to which it is a party
have  been  duly  authorized,  executed  and  delivered by it and constitute its
valid,  legal  and binding agreement and obligation in accordance with the terms
thereof  and  Lender is entitled to the benefits thereof in accordance with such
terms.
2.4     Financial  Statements
There  have  been  furnished  to  Lender  financial  state-ments of Borrower and
Corporate Guarantor described or referred to in SCHEDULE "H" attached hereto and
made  a  part  hereof. Each such financial statement, including the comments and
notes contained therein, fairly presents the financial position of the entity or
business  to which such statement applies at the date thereof and the results of
its  operations  for  the  period  purported  to  be  covered thereby. Each such
financial  statement  has  been  prepared in con-formity with Generally Accepted
Accounting  Principles  applied  on  a  consistent  basis throughout all periods
involved, subject, in the case of unaudited statements, to normal year-end audit
adjustments.
2.5     Indebtedness
Neither  the  Borrower  nor the Corporate Guarantor has any material outstanding
indebtedness  except  for liabilities reflected in said financial statements and
liabilities  incurred  since the date thereof to trade creditors in the ordinary
course  of  business  and/or  except  as  described or set forth in SCHEDULE "I"
attached  and  made a part hereof and has performed and complied with all of the
terms  of  such Indebtedness and all instruments and agreements relating thereto
and  no  default  exists as of the date hereof nor does there exist any state of
facts  which  would after notice or lapse of time, or both, constitute a default
under  or  with  respect  to  any  such Indebtedness, instruments or agreements.
2.6     Title  to  Properties  and  Assets;  Liens,  etc.

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     Borrower  and  Corporate  Guarantor have good and marketable title to their
proper-ties  and  assets, including, but not limited to the Collateral, free and
clear  of  any  mortgage,  pledge, lien, lease, encumbrance or charge other than
those  set  forth  on  SCHEDULE "J" attached hereto and made a part hereof, with
respect  to  assets  (if  any) other than the Collateral. No financing statement
under  the Uniform Commercial Code which names Borrower as debtor has been filed
in  any state or other jurisdiction which covers the Collateral and has not been
terminated.  Borrower  has  not  signed  any  such  financing  state-ment or any
security agreement authorizing any mortgagee or secured party thereunder to file
any  such  financing  statement  on  the  Collateral  or  its  assets  except in
connection herewith or as set forth on SCHEDULE "J" attached hereto with respect
to  assets other than the Collateral. Borrower is not a party to any consignment
agreement  or  lease  agreement,  except  as  described in SCHEDULE "J" attached
hereto.
2.7     Patents,  Trademarks,  etc.
Borrower and Corporate Guarantor own or hold licenses for the use of or have the
right to use all patents, trademarks, service marks, trade names, copyrights and
rights  necessary  for  the  conduct  of  its  business  as now conducted and as
contemplated,  including  those  identified  in SCHEDULE "K" attached hereto and
made  a  part  hereof.
2.8     Litigation,  etc.
Except  as  set  forth  in  SCHEDULE "L" attached hereto and made a part hereof,
there are no actions, proceedings or investi-gations pending or to the knowledge
of  Borrower  and  any Guarantors threatened (or any basis therefor known to it)
which,  either  in  any  case  or in the aggregate, might result in any material
adverse  change  in  Borrower'  or any Guarantors' business, prospects, profits,
properties, liabilities, operations, or con-ditions (financial or otherwise), or
which might affect its abi-lity to perform this Agreement or any other Documents
executed  by  it,  him  or  her.
2.9     Changes  in  Condition
Since the date of the financial statements referred to in SCHEDULE "H" there has
been no material adverse change, by reason of any matter or cause whatsoever, in
Borrower's  or  the  Corporate  Guarantor's  business,  prospects,  profits,
properties,  liabili-ties,  operations  or  condition  (financial or otherwise).
2.10     Tax  Returns  and  Payments

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     All tax returns and reports required by law to be filed by Borrower and any
Guarantor  have been duly filed or the time for filing has been extended and all
taxes, assessments, fees and other governmental charges (U.S., foreign, state or
local  or  other)  upon  Borrower  or any Guarantors or upon any of its or their
properties,  assets,  income or franchi-ses, which are due and payable have been
paid.  To  the  best  of  Borrower'  and Guarantors' knowledge the provisions on
Borrower'  and  each  Guarantor's books respectively, regarding income taxes for
all  fiscal  periods  to  date  are  adequate  according  to  Generally Accepted
Accounting  Principles.
2.11     Compliance  With  Instruments,  Charter  and  Law
Borrower  and  Corporate Guarantor, as is applicable, is in full compliance with
and  is not in violation or default of any term or provision of (a) its charter,
Certificate  of  Incorporation  or  by-laws,  if  a  corporation,  (b)  any loan
agreement,  debt  instrument,  mortgage  or  indenture,  (c)  any other material
contract,  agreement  or instru-ment, (d) any judgment, decree or order, nor has
it,  he or she been notified of any violation of any statute, rule or regulation
including  but  not  limited  to  the Occupational Safety and Health Act and the
Employee Retirement Income Security Act ("ERISA"), and the regulations issued by
the Department of Environmental protection and (e) any licensing or governmental
requirement.  The  execution, delivery, performance of, and compliance with this
Agreement or any of the other Documents will not result in any such violation or
default  or  be  in  conflict  with  any such term or provision or result in the
creation  of  any  mortgage,  lien, encumbrance or charge upon any of Borrower's
properties  or  assets  except  in  favor of Lender and there is no such term or
provision  which  materially  adversely  affects or in the future may materially
adversely  affect  its  business,  prospects,  profits, properties, liabilities,
operations  or condition (financial or otherwise) or its ability to perform this
Agreement  or  any  of  the  other Documents executed by Borrower.  All material
contracts,  agreements,  mortga-ges, indentures, instruments, judgments, decrees
and  orders  to  which Borrower is a party or which are effective against it are
listed  in  SCHEDULE  "M"  attached  except entered into in the normal course of
business.
     2.12     Governmental  Consents,  etc.

<PAGE>
     No  consent,  approval  or authorization of or designa-tion, declaration or
filing with any governmental authority, federal, foreign or other is required in
connection  with  the exe-cution and delivery of this Agreement or the Documents
or  the  consummation  of  any  transaction  contemplated  hereby  or thereby by
Borrower  or  Corporate  Guarantor.
2.13     Solvency
Borrower  and each of the Guarantors are solvent, having assets of a value which
exceeds the amount of its and his liabilities and is able to and will be able to
meet  its  and  his debts as they mature and has adequate capital to conduct the
business  in  which  it  and  he  is  engaged  and  is  about  to  engage.
2.14     Change  of  name,  etc.
Except  as  set  forth  on  SCHEDULE "N" attached hereto and made a part hereof,
neither  Borrower  nor any Corporate Guarantor has within five (5) years changed
its  name,  been  a  party  to  any  con-solidation or merger, acquired all or a
substantial  portion  of the assets of any Person or purchased any of its or his
assets  included  in the Collateral from a Person not in the business of selling
such  assets.
2.15     Management  Agreements  (Intentionally  Omitted)
2.16     Full  Disclosure
The financial statements referred to in Section 2.4 hereof do not, nor does this
Agreement or any Schedule hereto or any other Document, certificate or statement
furnished  to  Lender  by  Borrower and each of the Guarantors (or on its or his
behalf)  in  con-nection  with this Agreement, contain any untrue statement of a
material  fact or omit to state a fact necessary in order to make the statements
contained  therein  and  herein  not  misleading.  Neither  Borrower  nor  any
Guarantors  are  aware  of any fact which materially adversely affects or in the
future  may  materially  and  adversely  affect  its or his business, prospects,
profits,  properties,  liabilities,  operations  or  condition  (financial  or
otherwise),  or  its  or  his  ability  to  perform  this Agreement or any other
Document executed by it, him or her, which has not been set forth or referred to
herein  or  in a certificate or statement furnished to Lender by it, him or her.
2.17     No  Event  of  Default

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     No  Event of Default or event or condition that with the passage of time or
giving  of  notice  or  both  might  become  an Event of Default has occurred or
exists.
SECTION  3.          AFFIRMATIVE  COVENANTS
     Except with the prior written consent of Lender, Borrower and the Corporate
Guarantor  covenants and agrees that so long as there is outstanding any portion
of the Loan, or any agreement of Lender to make advances to Borrower, it, he and
she  will  comply  or  cause  compliance  with  the  following  provisions:
3.1     Punctual  Payment
Borrower will duly and punctually pay all principal, interest, charges and other
items  included  in  the  Loan  which  is  owing  by  it  in accordance with the
provisions  hereof  and  of  the  other  Documents.
3.2     Prompt  Payment  of  Taxes,  Mortgages,  Leases  and  Indebtedness
Borrower  and  the Corporate Guarantor will promptly pay and discharge, or cause
to  be  paid  and  discharged,  on the date due so as to prevent the accruing of
interest  thereon,  all  lawful  taxes, assessments, and governmental charges or
levies  imposed upon items of the Collateral owned by it, him or her or in which
he,  she or it has an interest or upon the income, profits, property or business
of  himself,  herself  or  itself  or  any of its Subsidiaries. Borrower and the
Corporate  Guarantor  will  promptly  pay  or  cause  to be paid when due (or in
conformity  with  customary  trade  terms)  all  other  Indebtedness of himself,
herself  or  itself incident to his, her or its operations and will promptly pay
and  perform  all  obli-gations  under  leases of real and personal property and
under  material  contracts  and  will  promptly  notify Lender of any default or
notice  of alleged default received with respect to any such Indebtedness, lease
or  contract.
3.3     Conduct  of  Business

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     Borrower  and  the  Corporate  Guarantor  will  do  all things necessary to
preserve,  renew  and  keep in full force and effect and in good standing, their
respective  current  corporate  existence,  qualification  and  any  franchises,
licenses, patents, trademarks and items necessary to continue its business. They
will  maintain  its  properties  and  assets  in  good  order and repair, all in
compliance with applicable federal, state, and local judgments, decrees, orders,
statutes,  rules and regulations, including but not limited to state and federal
environmental  regulations  and  those  of  the  Occupational  Safety and Health
Administration.
3.4     Insurance

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     Borrower  and  Corporate  Guarantor  will  maintain  insurance  in amounts,
coverage and with insurers satisfactory to Lender with respect to the Collateral
owned  by them, or in which they have an interest and their other properties and
business against loss or damage to the extent that property of similar character
is  usually so insured by other companies engaged in a similar business. Without
limiting  the foregoing, such insurance shall include (a) liability insurance in
such  amounts  and covering such risks as Lender may reasonably require, (b) all
worker's  compensation  and  other  employees'  liability  insurance  as  may be
required  by  law,  and  (c) property insurance with respect to the items of the
Collateral  consti-tuting  tangible  personal  property  and  fixtures, and with
respect to the other properties both real and personal, including, if necessary,
flood insurance, to the full extent of the insurable value thereof, and covering
such  risks  as  Lender  may reasonably require. All of Borrower's and Corporate
Guarantor's  property  insurance  policies, with respect to the Collateral shall
contain  loss  payable and/or mortgagee clauses in form and substance reasonably
satisfactory to Lender, naming Lender as loss payee as appropriate and providing
(i) that all proceeds thereunder shall be payable to Lender as its interests may
appear, and (ii) that such insurance shall not be affected by any act or neglect
of the insured or owner of the property described in said policy, and (iii) that
such  policy  and loss payable clause may not be canceled, amended or terminated
unless  Lender  has  received  written notice thereof at least thirty (30) days'
prior  to  the  effective  date  of  such cancellation, amendment or termination
provided  said  thirty  (30)  day  notice  is  reasonably  obtainable  from  the
respective  insurer  otherwise said prior notice to Lender shall be at least ten
(10)  days.  Borrower  and  Corporate  Guarantor will furnish a certificate with
respect to the insurance at the time which is in force pur-suant to this Section
3.4,  specifying  the amount and character of coverage, identifying the insurers
and  certifying  as to no default in the payment of current premiums thereon and
will fur-nish Lender with original or duplicate original copies of all policies.
All  insurance  proceeds for any occurrence or any series of related occurrences
which  exceed $10,000.00 and which are subject to a security interest under this
Agreement  may, upon Lender's request, in Lender's sole and absolute discretion,
be  paid  to  Lender and shall be applied by Lender to the payment of any of the
principal,  whether  or  not  due,  or  interest  or  such  other  obligation or
Indebtedness which constitutes a part of the Loan as Lender may determine in its
sole  discretion.  Proceeds  of  $10,000.00 or less shall be payable to Borrower
for general corporate purposes. Borrower and the Corporate Guarantor does hereby
grant  Lender  an  Irrevocable  Power  of  Attorney  and  appoint  Lender as its
attorney-in-fact (said power of Attorney being coupled with an interest) for the
sole  purpose  of  executing,  negotiating  and  signing  any  drafts,  checks,
instru-ments  or  documents  to  carry  out  the  terms  hereof.
3.5     Accounting  Financial  Statements  and  Other  Information
Borrower  and  Guarantors  will  maintain  a  system of accounts established and
administered  in  accordance  with  Generally  Accepted  Accounting  Principles
consistently  applied.  Borrower  and each Guarantor will deliver or cause to be
delivered  to  Lender:
Financial  Reports
(i)  as soon as available and in any event within forty-five (45) days after the
end of each of the first three (3) fiscal quarters of each fiscal year financial
statements  of  Borrower  including a balance sheet as of the end of period, and
statements  of  income  for the period(s) that have been included as part of the
consolidated  financial  statement  disclosure  of  the  SEC Form 10-Q filing of
Borrower's  parent  TAG  which  has  been  reviewed  by  Borrower's  appointed
independent  accounting  firm,  along  with  statements  of  cash flows for that
period.  In  connection with the financial statements presented by the Borrower,
an  officer, on behalf of the Borrower, will provide written representation that
there  is  no  knowledge  of an Event of Default or an event that with notice or
lapse  of time or both could constitute and Even of Default, has occurred and is
continuing  or  if in the opinion of said individual an Event of Default or such
an event has occurred and is continuing a statement as to the nature thereof and
the  action  which  the  Borrower  propose  to  take  with  respect thereto (the
provision  for such a statement herein shall in no way be construed as a consent
to  the  existence  of  such  an Event of Default and of the granting of time to
cure);


<PAGE>
(ii)  as soon as available and in any event within one hundred twenty (120) days
after  the end of each fiscal year, financial statements of Borrower including a
balance sheet as of the end of the fiscal year, and statements of income for the
year(s)  that have been included as part of the consolidated financial statement
disclosure  of  the SEC Form 10-K filing for Borrower's parent TAG and which has
been audited by Borrower's appointed independent accounting firm, and statements
of  cash  flow  for  that  period.  In  connection with the financial statements
presented  by  the  Borrower,  an  officer,  on behalf of Borrower, will provide
written  representation  that there is no knowledge of an Event of Default or an
event  that  with  notice  or lapse of time or both could constitute an Event of
Default,  has occurred and is continuing or if in the opinion of such accounting
firm  such an Event of Default has occurred and is continuing, a statement as to
the  nature  thereof (the provisions for such a statement herein shall in no way
be  construed  as  a consent to the existence of such an Event of Default or the
granting  of  time  to  cure).

(iii)  at  least  annually, and more frequently if Lender reasonably requests, a
financial  statement  of  each  Individual  Guarantor  together  with  such
verifications  of  the entries therein as Lender shall require, in such form and
containing  such other information respecting each of the Individual Guarantor's
financial  status  as  Lender  shall  reasonably  require.

(iv)  within  ten  (10)  days  of filing thereof copies of all federal and state
income  tax  returns  for  Borrower  and  each  of  the  Guarantors.

(v)  such financial information from Borrower and Guarantors as shall reasonably
be  requested  by  Lender.

(vi)  as  soon as reasonably practicable, upon reasonable request of Lender such
other  data and information (financial and otherwise) bearing upon or related to
Borrower  or  any Guarantors' financial condition, (including personal financial
statements  of  each  Guarantor) results of operations, assets and/or Borrower's
projections  of  cash flow and profit and loss, all as Lender from time to time,
may  reasonably  request.

(vii)  within  fifteen (15) days after the end of each calendar month, a list of
(a) the Borrower's aged accounts receivable and a complete list of its inventory
duly  certified  by  the  chief  financial  officer  of  Borrower and such other
information relating to Accounts as Lender shall request at such times as Lender
shall  request  upon  such  forms  and  using  such  procedures  as Lender shall
reasonably  require.

     3.6     Inspection.

     Borrower and the Corporate Guarantor will at Borrower's or such Guarantor's
expense  permit  Lender  and  any  authorized  represen-tatives  of  Lender, the
reasonable cost of which shall be reimbursed by Borrower to Lender, to visit and
inspect  any of its offices or any of its or his Affiliates, including all items
of  Collateral  and its and their books and records, including books and records
relating  to  Accounts  (and to make extracts therefrom), and to discuss its and
their  affairs,  finances  and  accounts,  with  its  and  their  employees with
Borrower's or such Guarantor's consent, all at such times during normal business
hours  and  as  often and continuously as may be reasonably requested by Lender.
3.7     Notice  of  Certain  Events  and  Changes

<PAGE>
     As  soon  as  reasonably practicable after becoming aware of any condition,
event  or state of facts which constitutes a default of this Agreement or which,
after  notice  or  lapse  of  time,  or  both,  would constitute such a default,
Borrower  or  the  Corporate  Guarantor  will  give  written  notice  to  Lender
specifying  the  nature  and  period  of  existence  thereof.  Borrower and each
Guarantor  will  promptly give Lender written notice of any con-dition, event or
state  of  facts  which causes or may cause material loss or depreciation in the
value  of  the  Collateral  and  of  the  commencement  or threat of any action,
proceeding  or investigation, or the occurrence or existence of any other event,
matter or cause whatsoever, which either in any case or in the aggregate results
or  might  result  in  any  material  adverse change in its business, prospects,
profits,  properties, operations or condition (financial or otherwise). Borrower
and  each of the Guarantors will give Lender written notice of any change in its
or  his  place  or places of business, any change of location of any item of the
Collateral  having  a  book  value  in  excess of $10,000.00, except as items of
Collateral  may  be  moved  in  the  ordinary  course  of  business.
3.8     Application  of  Proceeds
Borrower  agrees  that  it will apply the proceeds of the Demand Note made to it
pursuant  to  this Agreement will be utilized to acquire inventory consisting of
artwork and collectible coins and working capital.  Borrower agrees that it will
not,  directly  or indirectly, apply any part of such proceeds to the purchasing
or  carrying  of  any  "margin  stock" within the meaning of Regulation U of the
Board  of  Governors  of  the  Federal Reserve System, or for any use which will
cause  a  violation  of  any  other  regulation of the Board of Governors of the
Federal  Reserve  System  or  of  any  regulations,  interpretations  or rulings
thereunder.
3.9     Governmental  Notices

<PAGE>
     As  soon  as reasonably practicable upon the issuance thereof, Borrower and
each  of  the  Guarantors will send to Lender a copy of all orders issued by any
federal,  state or municipal regula-tory authority under any laws or regulations
adopted  thereby,  which, if enforced, would have a material adverse effect upon
its  or  his  condition whether financial, operating, or otherwise, and further,
Borrower  and each of the Guarantors will as soon as reasonably practicable send
to  Lender  copies  of all reports or other materials filed by it or him with or
issued  to  it  or  him  by the U.S. Securities and Exchange Commission, and all
reports,  noti-ces  or statements sent by Borrower or Corporate Guarantor to its
stockholders.
3.10     Financial  Covenants  (Intentionally  Omitted)
     3.11     Pension  Plans  (Intentionally  Omitted)
3.12     Management
It  is  specifically  acknowledged  by the Borrower and Corporate Guarantor that
Lender  would  not  have  entered  into  this  Agreement  unless  the Individual
Guarantors  remain  stockholders, officers and directors of the Borrower and the
Borrower  agrees that the Individual Guarantors shall remain in such capacities,
and  shall  retain  their  present offices and directorships.  Michael R. Haynes
shall  also  remain  as  the  President  of  Borrower.
3.13     Maintenance  of  Property  and  Collateral
Borrower  and  the  Corporate  Guarantor  shall  maintain its properties and the
Collateral  in  good repair, working order and condition and make all needed and
proper  repairs,  renewals,  replacements, additions or improvements thereto and
immediately notify Lender of any event causing loss or depreciation in the value
of  the  Collateral and the amount of such loss or depreciation.  Borrower shall
defend  the Collateral against all claims and demands of all persons at any time
claiming  the  same  or any interest therein, and in the event Lender's Security
Interest  in  the  Collateral  or a part thereof would be impaired by an adverse
decision,  allow  Lender  to  contest  or  defend  any  such  claim or demand in
Borrower's  name, at Borrower's reasonable cost, charge and expenses, and pay to
Lender  upon  demand  all  costs  and  expenses,  including  without limitation,
attorney's  fees  incurred  by  Lender  in  connection  therewith.
3.14     Payment  of  Expenses

<PAGE>
     Borrower  and/or  Guarantors  shall  pay  to  Lender  on demand any and all
reasonable  expenses including attorney's fees incurred or expended by Lender in
preparation  of  this  Agreement  and  all  related  agreements, instruments and
documents  in  making  or  processing  the  Loan  in the collection or attempted
collection  of the Obligations, and in protecting and/or enforcing the rights of
Lender  against  Borrower  and/or Guarantors, in sustaining and/or enforcing the
Security Interest and other liens, if any, granted to Lender hereunder and under
all  related  agreements,  instruments  and  documents.
SECTION  4.     NEGATIVE  COVENANTS
     Except with the prior express written consent of Lender, Borrower covenants
and  agrees  that so long as there is outstanding any portion of the Loan, or so
long as this Agreement has not been terminated if there is no amount outstanding
under  the  Loan,  it  will  not:
4.1     Liens
Directly  or indirectly, create, incur, assume or per-mit to exist any mortgage,
lien,  charge  or  encumbrance  on  or pledge or deposit of or conditional sale,
lease or other title retention agreement with respect to any Collateral, whether
now  owned  or hereafter acquired, or be bound by or subject to any agreement or
option  to  do  so, provided that the foregoing restrictions shall not apply to:
(a)  liens  for taxes, assessments or governmental charges or levies the payment
of  which  is  not  at  the  time  required  by  Section  3.2;

(b)  liens  incurred  or  deposits  made  in the ordi-nary course of business in
connection with worker's compensation or unemployment insurance or to secure the
performance  of  ten-ders,  statutory  obligations,  surety  and  appeal  bonds,
performance  and  return-of-money bonds and other similar obligations (exclusive
of  obligations  for  the  payment  of  borrowed  money);

(c)  liens,  charges  and encumbrances related to the conduct of its business or
the  ownership  of  its  or  his  properties or assets which are not incurred in
connection  with  the  borrowing  of  money  and  which in the aggregate are not
material;

(d)  statutory  or  common  law  possessory  liens  for  charges incurred in the
ordinary  course  of  business  the  payment  of  which  is  not  yet  due;

(e)  the mortgages, liens and encumbrances referred to or described in SCHEDULES
"D"  AND  "J"  attached  hereto;

(f)  liens  created  hereunder;

     4.2     Restrictions  on  Indebtedness


<PAGE>
     Directly  or  indirectly,  create,  incur,  assume,  guaran-tee,  agree  to
purchase  or repurchase, pay or provide funds in respect of, or otherwise become
or  be  or remain liable, con-tingently, directly or indirectly, with respect to
any  Indebtedness  other  than:
(a)  Indebtedness  hereunder;

(b) Current liabilities for trade and other obligations incurred in the ordinary
course  of  its  business  not  as  a  result  of  borrowing;

(c)  presently  existing  indebtedness  specifically  described  in SCHEDULE "I"
attached  hereto,  none of which shall be prepaid without Lender's prior written
consent.

(d)  Indebtedness in respect of endorsements made in connection with the deposit
of items for credit or collection in the normal and ordinary course of business.

     4.3     Restrictions  on  Investments,  Loan,  etc.
Purchase  or  otherwise  acquire  or  own  any  stock  or  other  securities  or
Indebtedness  of  any other Person, or make or permit to be outstanding any loan
or  advance  or  capital  contribu-tion  to  any  other  Person,  other  than:
(a) presently outstanding Loan, advances and invest-ments described in SCHEDULES
"H"  AND  "I"  attached  hereto;

(b)  Indebtedness  of customers for merchandise sold or services rendered in the
ordinary  course  of  business;  and

(c)  investments in bills or bonds issued by the government of the United States
of America and/or Certificates of Deposit issued by a bank having a net worth of
at  least  $50,000,000.00 and/or securities issued by and purchased from Lender.

     4.4     Stock  Issuance,  Dividends,  Distributions,  Redemptions  and
Directors'  Fees
Issue  any  additional  shares of stock, directly or indirectly, declare, order,
pay,  make  or  set  apart  any  sum or property for the redemption, retirement,
purchase or other acquisition, direct or indirect, of any shares of its stock of
any  class  now  or hereafter outstanding or for the payment of any dividends on
any  of  such  stock,  except  for quarterly dividends payable concurrently with
payments  to  Lender  under  Section  9  hereof,  or  pay  any  directors' fees.
4.5     Sale  of  Assets  and  Collateral, Consolidation, Merger, Acquisition of
Assets

<PAGE>
     Directly  or  indirectly,  sell,  abandon  or  otherwise  dispose  of  the
Collateral  or  any  part thereof, except for sales of Inventory in the ordinary
course  of  Borrower' business, or replacement with Collateral of like value and
quality,  or  indirectly or indirectly sell, abandon or otherwise dispose of all
or any portion of its properties or assets or consolidate with or merge into any
other  corporation, or permit any other corporation to consolidate with or merge
into  it or acquire all or a substantial portion of the assets of another Person
or  form  or  acquire  any  Subsidiary.
4.6     Transactions  With  Affiliates
Enter  into any transaction with any Affiliate other than in the ordinary course
of business and on terms not less favorable to it than are at the time available
to  it from any Non-Affiliate, except as otherwise authorized by this Agreement.
4.7     Management/Ownership
Borrower  shall  not suffer a change in the ownership of any shares in Borrower'
capital  stock,  as  shown  on  SCHEDULE "P" attached hereto, and Borrower shall
execute  any  document  to  effectuate  said  restriction  on transferability as
Lender's  counsel  deems  reasonably  necessary.  Robert  Hughes  shall  be  the
President  of  the  Borrower  at  all  times  that  the  Loan  is  outstanding.
4.8     Partnerships,  Joint  Ventures,  Other  Businesses
Create  or  participate  in  the  creation  of  any part-nership, joint venture,
corporation,  or other entity (including but not limited to any subsidiaries) or
engage in any business other than the business presently conducted by it, except
in  the  ordinary  course  of  business.
4.9     Subordinate  Debt  Payments
Pay  principal  or  interest  on  Subordinate Debt (present or future) except as
authorized  in  this  Agreement.
4.10     Expenditures  for  Capital  Assets

<PAGE>
     Make any expenditure for capital assets (other than for routine repairs and
maintenance  which  are not required to be capitalized as hereinafter set forth)
unless, immediately after giving effect thereto the aggregate amount expended or
to be expended on account of all such expenditures by the Borrower in any fiscal
year  commencing  with  the current fiscal year of Borrower would not exceed the
amount  of  $100,000.00.  The  following  shall be deemed to be expenditures for
capital  assets  as  subject  to  the  limitations  of  this  Section  4.10:
a.  Expenditures  for  acquisition,  major  repairs  and  maintenance  which, in
accordance  with  generally  accepted  accounting  principles,  are or should be
capitalized;  and
b.  All  lease rentals and other amounts payable under leases entered into after
the  date hereof whether "true leases" or finance leases other than renewals and
extensions  of leasing existing on the date hereof and all amounts payable under
contracts  or  arrangements  for  the  purchase  of  property for payment of the
purchase  price  for  such  property  as  deferred  in  whole  or  in  part.
SECTION  5.     EVENTS  OF  DEFAULT
     If  any  one  or  more  of the following events ("Events of Default") shall
occur:
(a)     If  Borrower  shall  fail  to make payment of any part or installment of
principal  or interest of the Loan or Obligations when any such payment shall be
due  and  payable,  whether at any stated maturity or by demand, acceleration or
otherwise;  or

(b)     If  Borrower  or  any  of  the  Guarantors  shall  be  in default in the
performance  of  or  compliance  with  any  other  term,  covenant  or condition
applicable  to  it  contained  in  this  Agreement  or  contained  in  any other
Documents,  and  shall  have failed to cure such default for ten (10) days after
receipt  of  written  notice  from  the  Lender.

(c)     If  any  representation  or warranty made by or on behalf of Borrower or
any of the Guarantors in this Agreement or in the Schedules hereto, or in any of
the  other Documents, or in connection with the transactions contemplated hereby
and  thereby  shall  be  false  or  incorrect  in  any  material  respect;  or

(d)     If  at  any  time the respective ownership of Borrower shall change from
that  set  forth  on SCHEDULE "P" attached hereto except as permitted in Section
4.7;  or


<PAGE>
(e)     If Borrower or any of the Guarantors shall default in the payment of any
Indebtedness for borrowed money, including, but not limited to, the indebtedness
which  is  referred  to  in  SCHEDULE  "I" attached hereto or shall default with
respect  to  any  of  the  terms  of any evidence of such Indebtedness or of any
indenture  or  other  agreement  relating  thereto, or if Borrower or any of the
Guarantors  shall commit any material breach or be in default under any contract
set  forth  in  SCHEDULE  "M"  attached  hereto;  or

(f)     If  Borrower  or  any of the Guarantors shall make an assignment for the
benefit  of  creditors,  or  shall admit in writing an inability to pay debts as
they  become  due, or shall file a voluntary petition in bankruptcy, or shall be
adjudicated  a  bankrupt  or  insolvent,  or  shall  file any petition or answer
seeking  for  itself any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any present or future statute,
law  or regulation, or shall file any answer admitting or shall fail to deny the
material  allega-tions  of  a  petition filed against it for any such relief, or
shall  seek  or  consent  to  or  acquiesce  in  the appointment of any trustee,
receiver  or  liquidator  of  itself  or  of  all or any substantial part of its
properties,  or  its  directors  or  majority stockholders shall take any action
looking to its dissolution or liquidation, or it shall cease doing business as a
going  con-cern;  or

(g) If, within ninety (90) days after the commencement of any proceeding against
Borrower  or  any  of  the  Guarantors  seeking any reorganization, arrangement,
composition, readjustment, liquida-tion, dissolution or similar relief under any
present  or  future  statute,  law or regulation, such proceeding shall not have
been  dismissed,  or  if, within ninety (90) days after the appointment, without
its  consent or acquiescence of any trustee, receiver or liquidator of itself or
himself  or  of  all or any substantial part of its properties, such appointment
shall  not  have  been  vacated;

(h)  If  any  Individual  Guarantor  shall  die  or become permanently disabled;

then,  and  in any such event, in addition to its rights and remedies under this
Agreement,  the  other  Documents  and  any other instruments, Lender may at its
option declare the Note and Obligations or any portion thereof to be immediately
due  and  payable,  whereupon  the  same  shall  forthwith  mature together with
interest  accrued  thereon  and  together  with any and all costs of collection,
including,  but  not  limited  to, reasonable attorney's fees without notice and
without  presentment,  demand  or  protest,  all  of  which  are  hereby waived.


<PAGE>
SECTION  6.     PAYMENT  TERMS.  Payment of all sums due hereunder shall, unless
sooner converted into Conversion Shares pursuant to the Note or prepaid pursuant
to  the Note thereof, shall become due and shall be payable on demand, but if no
demand  be made, on or before March 31, 2001.  Interest payments hall be due and
payable  in  arrears  on  or  before  the  first  (1st) day of the month for the
preceding month, and a late fee of five (5%) percent of the payment due shall be
imposed  if  interest is not timely paid in accordance herewith.  Borrower shall
make each payment of principal of, and interest on, the Loan and of fees and all
other  amounts  payable by Borrower under this Agreement, in good funds no later
than  5:00  p.m.  (Pacific  time)  on  the  date  when  due and payable, without
condition  or  deduction for any counterclaim, defense, recoupment or setoff, in
Federal  or  other funds immediately available to Lender at its address referred
to  herein  and  in  the  Note.  All payments received by Lender after 5:00 p.m.
(Pacific  time)  shall  be  deemed  to  have been received by Lender on the next
succeeding  Business  Day.  If the date for any payment of principal is extended
by  operation of law or otherwise, interest thereon at the then applicable rate,
shall  be  payable  for such extended time.  Notwithstanding the foregoing, upon
the  occurrence  and  continuance of an Event of Default, all sums due hereunder
shall,  at  the  option  of  the Lender, become immediately due and payable upon
written  notice  to  Borrower.
SECTION  7.     CONVERTIBILITY.  At any time prior to Borrower's payment in full
of all principal and interest due hereunder, the Lender shall have the option of
converting (a) Five Hundred Thousand ($500,000.00) Dollars, and no lesser amount
of  the  outstanding balance to the acquisition of 666,666 valid, non-assessable
shares  of  Tangible  Asset  Galleries,  Inc. (hereinafter referred to as "TAG")
common  stock,  which  may  be  issued  pursuant  to  SEC  Rule 144 ("Conversion
Shares"); and (b) an additional Five Hundred Thousand ($500,000.00) Dollars, and
no  lesser amount of the outstanding balance to the acquisition of an additional
500,000 Conversion Shares, in accordance with the terms and conditions contained
herein.
     7.1     Lender's  Exercise of Conversion Rights.  Lender shall exercise its
rights  hereunder  upon  delivery  of  the  following  to  TAG  at its principal
executive  offices;  (i)  a  written  notice  of  exercise which identifies this
Agreement  and  states  whether  exercise  is  under  subsection (a) hereof, (b)
hereof,  or  both subsections (a) and (b) hereof; (ii) a letter, if requested by
TAG, in such form and substance as TAG may reasonably require, setting forth the
investment  intent  of  Lender  and/or  any  other  documents TAG may reasonably
require  to  evidence  this  transaction.  Upon  TAG's  receipt of the necessary
documents,  TAG  shall  arrange  for the prompt issuance of Conversion Shares to
Lender,  and  interest shall no longer be due thereafter from Borrower to Lender
with  respect  to  the  principal  amount  being  converted  hereunder.

<PAGE>
     7.2     Registration  and "Piggyback" Rights.  Lender acknowledges that TAG
may issue Conversion Shares without registering such Shares under the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  on  the basis of certain
exemptions  from such registration requirement.  Accordingly, Lender agrees that
issuance  of Conversion Shares may be expressly conditioned upon his delivery to
TAG of an investment certificate including such representations and undertakings
as  TAG  may  reasonably  require  in  order  to assure the availability of such
exemptions,  including  a representation that Lender is acquiring the Conversion
Shares  for  investment and not with a present intention of selling or otherwise
disposing  thereof  and  an agreement by Lender that the certificates evidencing
the  Conversion  Shares may bear a legend indicating such non-registration under
the  Securities  Act  and  the  resulting  restrictions  on  transfer.  Lender
acknowledges  that, because Conversion Shares may be unregistered, Lender may be
required to hold the Conversion Shares indefinitely unless they are subsequently
registered  for  resale  under  the  Securities  Act  or  an exemption from such
registration  is  available.  If,  however,  TAG  intends to file a registration
statement  with  respect  to  any  offering of TAG' stock, TAG shall give Lender
thirty  (30)  days  notice  of that intention and Lender shall have the right to
register  any  Conversion Shares as part of that offering, as well as to join in
the  offering  itself  on  a  pro  rate  basis.
SECTION  8     WARRANTS.  Upon  execution  hereof,  TAG  hereby grants to Lender
non-forfeitable warrants (the "Warrants") which shall entitle Lender to purchase
all  or any portion of a total of Two Hundred Fifty Thousand (250,000.00) shares
of  TAG's  Common  Stock, par value $.001 per share exercisable within three (3)
years from the date hereof, at a purchase price calculated by taking the average
of  the  actually traded closing price of TAG's stock on the NASDAQ exchange for
the  three  (3) trading days preceding the date of hereof (the "Exercise Price")
and  on  the  terms  and  subject  to  the conditions that are set forth in this
Agreement.
     8.1     Lender's  Exercise  of  Warrants,  Lender shall exercise its rights
hereunder  upon  delivery  of  the  following  to TAG at its principal executive
offices;  (i)  a  written notice of exercise which identifies this Agreement and
states  the desire to exercise all of the warrants, and no lesser amount; (ii) a
check  or  cash in the amount of the Exercise Price; (ii) a letter, if requested
by  TAG,  in  such  form  and  substance  as  TAG may require, setting forth the
investment  intent of Lender.  Upon TAG' receipt of the necessary documents, TAG
shall  arrange  for  the  prompt  issuance  of  the  Shares  to  Lender.

<PAGE>
     8.2     Registration  and "Piggyback" Rights.  Lender acknowledges that TAG
may  issue warrants without registering the Shares issuable thereunder under the
Securities  Act  of  1933,  as  amended  (the "Securities Act"), on the basis of
certain  exemptions  from  such  registration  requirement.  Accordingly, Lender
agrees  that  issuance  of Shares pursuant to Lender's warrants may be expressly
conditioned upon his delivery to TAG of an investment certificate including such
representations  and  undertakings  as  TAG  may  reasonably require in order to
assure  the  availability  of  such  exemptions, including a representation that
Lender  is  acquiring the Shares for investment and not with a present intention
of  selling  or  otherwise disposing thereof and an agreement by Lender that the
certificates  evidencing  the  Shares  may  bear  a  legend  indicating  such
non-registration  under  the  Securities  Act  and the resulting restrictions on
transfer.  Lender  acknowledges that, because Shares may be unregistered, Lender
may  be  required  to hold the Shares indefinitely, unless they are subsequently
registered  for  resale  under  the  Securities  Act  or any exemption from such
registration  is  available.  If,  however,  TAG  intends to file a registration
statement  with  respect  to  any offering of TAG's stock, TAG shall give Lender
thirty  (30)  days  notice  of that intention and Lender shall have the right to
register  any  Shares acquired hereunder as part of that offering, as well as to
join  in  the  offering  itself  on  a  pro  rate  basis.

<PAGE>
SECTION  9     ADDITIONAL  COMPENSATION  TO LENDER.  As additional consideration
for  Lender's  making  the  Loan  described  herein,  and  for  so  long  as the
Indebtedness  remains  outstanding  between Borrower and Lender   Borrower shall
pay Lender twenty-five (25%) of it's annual net pre-tax income (as determined by
its  Chief  Financial  Officer  utilizing  the formula set forth in "SCHEDULE Q"
attached  hereto  and  made  a  part hereof in accordance with GAAP), subject to
adjustment  after  review  by  Borrower's  independent  public  accountant, said
payment(s)  to  be  made quarterly within fifteen (15) days following the end of
the  respective fiscal quarter.   For purposes of this subparagraph, the parties
agree  that the first fiscal year shall commence on January 1, 2000 but that the
first  year  shall  be  a  short period commencing with the actual date Borrower
commenced  operations.  The  parties  agree  that $200,000.00 on an annual basis
shall be paid in twelve (12) equal monthly installments by Borrower  to Tangible
Asset  Galleries,  Inc. as reimbursement for legal, accounting, management, rent
and other intercompany expenses under this Section 9.  The parties further agree
that  said sum shall increase by five (5%) percent per year, and be adjusted, by
such  amount as may be mutually agreed by Lender and Borrower, in the event that
Borrower  undergoes a material change in operations.  For purpose of calculating
net  pre-tax income under this Section 9, no losses sustained by Borrower in any
quarter  shall  be  carried  forward  to  subsequent  quarters.
SECTION  10.     REMEDIES,  PROVISIONS  RE:  COLLATERAL,  ETC.
     In  the  event  of  an  occurrence  of  an  Event  of  Default,  Lender:
(a)     may  proceed to protect and enforce its rights if Lender deems necessary
to  do  so  by  suit  in equity, action at law or other appropriate proceedings,
whether for the specific performance of any agreement contained herein or in any
other  Document,  or  for  an injunction against a violation of any of the terms
hereof  or  thereof,  or  in  aid  of the exercise of any right, power or remedy
granted  thereby  or  by  law,  equity  or  otherwise.
(b)     without  limitation  of  any rights and reme-dies of Lender as a secured
party  under the Uniform Commercial Code and any rights or remedies set forth in
any of the Documents, Lender shall have all of the following rights and remedies
with  respect  to  the  Collateral  or  any  portion  thereof:

<PAGE>
     (i)     Lender  may,  at  any  time  and from time to time, with or without
judicial  process and the aid or assistance of others, reasonably enter upon any
premises  in  which any of the Collateral may be located and, without resistance
or  interference  by  Borrower  or any of the Guarantors, take possession of the
Collateral  and/or  dispose  of  any  part  or all of the Collateral on any such
premises;  and/or require Borrower or any of the Guarantors to assemble and make
available  to  Lender  at the expense of Borrower or such Guarantors any part or
all  of  the  Collateral  at  any  place  or  time designated by Lender which is
reasonably  convenient  to Borrower or such Guarantors and Lender; and/or remove
any  part  or  all  of the Collateral from any premises on which any part may be
located  for  the purpose of effecting sale or other disposition thereof; and/or
sell,  resell, lease, assign and deliver, grant options for or otherwise dispose
of  any  or  all  of  the  Collateral  in  its  then  condition or following any
commercially  reasonable preparation or processing, at public or private sale or
proceedings,  by  one  or more contracts, in one or more parcels, at the same or
different  times,  with or without having the Collateral at the place of sale or
other disposition, for cash and/or credit and upon any reaso-nable and customary
terms,  at  such  place(s)  and time(s) and to such Persons as Lender shall deem
best,  all  without  demand  for  performance  or  any  notice  or advertisement
whatsoever, except that the owner of the items to be sold shall be given fifteen
(15)  business  days' written notice of the place and time of any public sale or
of  the time after which any private sale or other intended disposition is to be
made,  which  notice  Borrower  and each of the Guarantors hereby agree shall be
reasonable  notice  thereof.  If  any  of  the Collateral is sold by Lender upon
credit or for future delivery, Lender shall not be liable for the failure of the
purchaser  to  pay for same and in such event Lender may resell such Collateral.
Lender  may  buy any part or all of the Collateral at any public sale and if any
part  or  all  of  the  Collateral is of a type customarily sold in a recognized
market  or is of the type which is the subject of widely distributed in standard
price quotations Lender may buy at private sale and may make payment therefor by
application  of  all  or  a  part  of  the  Loan.

<PAGE>
     (ii)     Lender  shall  apply  the  cash  proceeds  from  any sale or other
disposition  of  the  Collateral  first, to the reasonable expenses of retaking,
holding,  preparing  for  sale, selling, leasing and otherwise disposing of such
Collateral,  to  reasonable  attorneys'  fees and all legal expenses, travel and
other  expenses which are to be paid or reimbursed to Lender pur-suant hereto or
pursuant  to  the  other  Documents,  second,  to all accrued interest, fees and
charges  outstanding  with  respect to the Loan, third, to all other outstanding
portions  of  the  Loan,  fourth,  if  there is any surplus to any other secured
parties having an interest in the Collateral known to Lender in accor-dance with
their  interests, and fifth, if there is any surplus to the Borrower and/or such
Guarantors;  provided,  however,  that Borrower and each of the Guarantors shall
remain  liable  with  respect  to  unpaid  portions  of  the  Loan.
(iii)     Any  of  the proceeds of the Collateral received by Borrower or any of
the  Guarantors  after  demand by Lender for repayment of all or any part of the
Loan,  shall  not  be  commingled  with  any  other of its property but shall be
segregated,  held by it or him in trust as the exclusive property of Lender, and
it  will  immediately  deliver  to Lender the identical checks, monies, or other
proceeds  of  Collateral.
(iv)  At  its  option, Lender may pay for insurance on the Collateral and taxes,
assessments  or other charges which Borrower fails to pay in accordance with the
provisions  hereof  or  of any related agreement, instrument or document and may
discharge any security interest or lien upon the Collateral.  No such payment or
discharge  of any such security interest or lien shall be deemed to constitute a
waiver by Lender of the violation of any covenant by Borrower as a result of the
Borrower's  failure to make any such payment or Borrower's suffering of any such
security  interest  or  lien.  Any  payment  made  or expense incurred by Lender
pursuant  to  this  or any other provisions of this Agreement shall be added and
become a part of the Obligations of Borrower to Lender, shall bear interest at a
rate  per  annum  as  provided  for in the Note, and shall be payable on demand.
SECTION  11.     CUMULATIVE  REMEDIES;  NO  WAIVERS,  ETC.

<PAGE>
     No  right,  power  or  remedy granted to Lender in this Agreement or in the
other Documents is intended to be exclusive, but each shall be cumulative and in
addition  to any other rights, powers or remedies referred to in this Agreement,
in the other Documents or otherwise available to Lender at law or in equity; and
the  exercise  or  beginning  of  exercise  by Lender of any one or more of such
rights,  powers  or  remedies,  shall  not  preclude  the  simultaneous or later
exercise  by  Lender  of any or all of such other rights, powers or remedies. No
waiver  by,  nor  any  failure or delay on the part of Lender in any one or more
instances  to  insist  upon  strict  performance  or  observance  of one or more
cove-nants  or conditions hereof, or of the other Documents shall in any way be,
or  be  construed to be, a waiver thereof or to prevent Lender's rights to later
require  the  strict performance or obser-vance of such covenants or conditions,
or  otherwise  prejudice  Lender's  rights,  powers  or  remedies.
SECTION  12.     PARTIAL  INVALIDITY;  WAIVERS
     (a)     If  any  term  or  provision  of this Agreement or any of the other
Documents or the application thereof to any Person or circumstance shall, to any
extent,  be  invalid  or  unen-forceable  by  reason  of any applicable law, the
remainder of this Agreement and the other Documents, or application of such term
or provision to Persons or circumstances other than those as to which it is held
invalid  or  unenforceable,  shall  not  be  affected thereby, and each term and
provision  of  this  Agreement  and  the  other  Documents shall be valid and be
enforced  to  the  fullest extent permitted by law. To the full extent, however,
that  the  provisions  of any such applicable law may be waived, they are hereby
waived  by  Borrower  and  each Guarantor to the end that this Agreement and the
other  Documents shall be deemed to be valid and binding obligations enforceable
in  accordance  with  their  terms.
(b)     To  the  extent  permitted  by  applicable law, Borrower and each of the
Guarantors  hereby waive presentment, demand, protest, notice of protest, notice
of  default or dishonor, notice of payments and non-payments, or of any default.

<PAGE>
     (c)     BORROWER  AND EACH OF THE GUARANTORS ACKNOWLEDGES THAT EACH HAS THE
RIGHT  UNDER  CHAPTER  903a,  AS  FROM  TIME TO TIME AMENDED, OF THE CONNECTICUT
GENERAL  STATUTES,  SUBJECT  TO CERTAIN LIMITATIONS, TO NOTICE OF AND HEARING ON
THE  RIGHT  OF  THE  LENDER  TO OBTAIN A PREJUDGMENT REMEDY, SUCH AS ATTACHMENT,
GARNISHMENT  AND/OR REPLEVIN, UPON COMMENCING ANY LITIGATION AGAINST BORROWER OR
EACH  OF  THE  GUARANTORS.  NOTWITHSTANDING, BORROWER AND EACH OF THE GUARANTORS
HEREBY  WAIVE  ALL  RIGHTS  TO  NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER TO
WHICH  EACH MIGHT OTHERWISE HAVE THE RIGHT UNDER SAID CHAPTER 903a, AS FROM TIME
TO  TIME AMENDED, OR UNDER ANY OTHER STATE OR FEDERAL STATUTE OR CONSTITUTION IN
CONNECTION  WITH THE OBTAINING BY THE LENDER OF ANY PREJUDGMENT REMEDY BY REASON
OF  THIS  LOAN  AND  SECURITY  AGREEMENT,  OR  BY  REASON  OF  BORROWER AND EACH
GUARANTOR'S OBLIGATIONS OR ANY RENEWALS OR EXTENSIONS OF THE SAME.  BORROWER AND
EACH  OF  THE  GUARANTORS  ALSO  WAIVE  ANY  AND  ALL OBJECTION WHICH EACH MIGHT
OTHERWISE  ASSERT, NOW OR IN THE FUTURE, TO THE EXERCISE OR USE BY LENDER OF ANY
RIGHT OF SET-OFF, REPOSSESSION OR SELF HELP AS MAY PRESENTLY EXIST UNDER STATUTE
OR  COMMON  LAW.
SECTION  13.  DEFINITIONS
     As  used  herein,  the  following  terms  have  the  following  meanings:
AFFILIATE:     with  reference to any Person, any direc-tor, officer or employee
of  such  Person,  any  corporation, asso-ciation, firm or other entity in which
such  Person  has  a  direct  or  indirect substantial interest or by which such
Person  is  directly  or  indirectly  controlled  or is under direct or indirect
substantial  common  control  with  such Person. For purposes of this Agreement,
Borrower  and  all  Guarantors  are  Affiliates  of  one  another.
COLLATERAL:   the  meaning  specified  in  Section  1.7.
DOCUMENTS:  this  Agreement,  the  Demand  Note,  the  Guaranty, UCC-1 Financing
Statements,  the  Subordinations,  and  all  other  instruments  and  documents
heretofore,  now  or hereafter executed and delivered pursuant to this Agreement
or  pursuant  to  any  of  the  aforesaid  documents.
FINANCIAL  STATEMENTS:  the  reports,  statements  and  other  information to be
delivered  to  Lender  pursuant  to  Section  3.5.
FISCAL  YEAR:  a  twelve  (12)  month  year  ending  with  December  31st
GUARANTORS:  the  meaning  specified  on  page  1.

<PAGE>
     GUARANTY:  the  Guaranty executed and delivered to Lender by each Guarantor
contemporaneously  herewith  or  any  of  the  same  hereafter  executed by such
Guarantor.
INDEBTEDNESS:  as  applied  to  a Person, (a) all items, except items of capital
stock or of surplus or of unappropriated retained earnings or of amounts accrued
for deferred income taxes if in compliance with Section 3.2, which in accordance
with
Generally  Accepted Accounting Principles would be included in determining total
liabilities  as shown on the liability side of a balance sheet of such person as
at  the  date  of  which  Indebtedness is to be determined, (b) all indebtedness
secured  by any mortgage, pledge, lease, lien or conditional sale or other title
retention  agreement  existing  on  any  property or asset owned or held by such
person  subject  thereto,  whether  or  not  such  indebtedness  shall have been
assumed,  and  (c)  all indebtedness of others which such Person has directly or
indirectly  guaranteed, endorsed, discounted or agreed contingently or otherwise
to  purchase  or  repurchase  or  otherwise acquire, or in respect of which such
Person  has  agreed  to  supply  or advance funds (whether by way of loan, stock
purchase,  capital  contribution  or  other-wise)  or otherwise to become liable
directly  or  indirectly  with  respect  thereto.
     LENDER:  the  meaning  specified  on  page  1.
LOAN:  the  meaning  specified  in  Section  1.1.
OBLIGATIONS:  the  meaning  specified  in  Section  1.2.
PERSON:  a  corporation,  an  association,  a  partnership,  an  organization, a
business,  an individual or a government or political subdivision thereof or any
governmental  agency.
SUBORDINATION  AGREEMENT:  the  meaning  specified  in  Section  4.9.

<PAGE>
     SUBSIDIARY:  with  reference  to  any Person, is a cor-poration, or similar
association  or  entity  of  which  not  less than a majority of the outstanding
shares  of  the  class  or  classes of stock, have by the terms thereof ordinary
voting  power to elect a majority of the directors, managers or trustees of such
cor-poration,  association  or  entity,  of  which  are  at  the  time  owned or
controlled,  directly  or  indirectly, by such Person or by a Subsidiary of such
Person.
SECTION  14.     EXPENSES
     Borrower  and  each  of  the  Guarantors agree to indemnify and save Lender
harmless  from,  and  to  pay  or  reimburse Lender for, all reasonable charges,
costs,  damages,  liabilities  and  expenses,  including,  without  limitation,
reasonable  attorneys'  fees,  if  any,  incurred  by  Lender  in  defending  or
protecting  the  security interests and liens granted pursuant to this Agreement
or  the  other Documents, or the priority of any thereof, or in the per-formance
of  any  obligation  of Borrower or any of the Guarantors in connection with the
Collateral  or  in the attempted enforcement or enforcement of this Agreement or
the  other Documents, or in the collection or attempted collection of any of the
obligations  owing  under  any  thereof,  or  in  the  realization  or attempted
realization  upon  the Collateral or in the prosecution or defense of any action
or proceeding concerning any matter growing out of or connected or any Guarantor
with  this  Agreement,  the  other  Documents  or  the  Collateral.
SECTION  15.     FURTHER  ASSURANCES;  POSSESSION  OF  COLLATERAL;  CUSTODIANS
     Borrower  will  deliver  to  Lender  such  financing  statements  and other
instruments  constituting  or  evidencing  items  of  the  Collateral  as may be
reasonably  requested by Lender to better assure it with respect to the security
interests  granted  to it pursuant to this Agreement and the other Documents. To
the  extent  permitted  by  applicable law, Borrower hereby authorizes Lender to
execute  and file, in the name of Borrower, financing statements which Lender in
its  sole  discretion  deems necessary to further perfect the security interests
granted  under  this  Agreement  and  the  other  Documents.
SECTION  16.     SURVIVAL  OF  AGREEMENTS,  REPRESENTATIONS AND WARRANTIES, ETC.

<PAGE>
     All agreements, representations and warranties con-tained herein or made in
writing  by  or on behalf of Borrower and each Guarantor, in connection with the
transactions  contemplated  hereby  shall  survive the execution and delivery of
this  Agreement  and the other Documents shall survive any investiga-tion at any
time made by Lender and any disposition of the Loan by Lender and, to the extent
applicable,  shall  be  deemed  to  be  made  a new by each of them each time an
advance  is  made  pursuant  hereto  or  pursuant  to  the  other Documents. All
statements  con-tained in any certificate or other instrument delivered by or on
behalf  of  Borrower  or any of the Guarantors pursuant hereto or in connec-tion
with  the  transactions  contemplated hereby shall be deemed representations and
warranties  made  hereunder.
SECTION  17.      FAILURE  TO  PERFORM
     If  Borrower  or any of the Guarantors shall fail to observe or perform any
of  the  covenants  hereof,  Lender  may  pay  such  reaso-nable amount or incur
reasonable  liabilities to remedy or attempt to remedy any such failure, and all
such  payments  made  and  liabi-lities  incurred  shall  be  for the account of
Borrower  and  shall  be  in Lender's sole discretion or shall be withdrawn from
Borrower  or  any  Guarantor's  accounts  maintained  with  Lender.
SECTION  18.     NOTICES,  ETC.
     All  notices,  requests, consents and other com-munications hereunder shall
be in writing and shall be deemed to be duly delivered upon actual receipt if by
facsimile  or  over  night  courier, and five (5) days after mailing if by first
class  registered  mail,  return  receipt  requested  :

(a)  if  to  Lender:

Lender:     National  Recovery  Limited  Partnership
            27  Mischa  Hill  Road
            Trumbull,  Connecticut  06611
            Attention:   Mr.  Carl  J.  Fusco

     with  a  copy  to:

            Scott  M.  Gerard,  Esq.
            2507  Post  Road
                 Southport,  Connecticut  06490

     or at such other address as may have been furnished in writing by Lender to
Borrower;  or

<PAGE>
     (b)  if  to  Borrower:

Borrower:     Tangible  Collectibles,  Inc.
              3444  Via  Lido
              Newport  Beach,  California  92663

     with  a  courtesy  copy  to:

              Armen  Vartian,  Esq.
              805  Duncan  Place
              Manhattan  Beach,  California  90266

     (c)  if  to  Guarantors:

              Guarantors:     Silvano  DiGenova
              Eve  DiGenova
              3444  Via  Lido
              Newport  Beach,  California  92663

              Tangible  Asset  Galleries,  Inc.
              3444  Via  Lido
              Newport  Beach,  California  92663

     or  at such other address as may have been furnished in writing by Borrower
or  such  Guarantors  to  Lender.
Notwithstanding  the  foregoing  agreement to provide courtesy copies, such copy
shall  be  a  courtesy  copy  only,  and failure to provide such copy shall have
absolutely  no  effect  or  entitle  Borrower  or  Guarantor  to  any  remedy.
SECTION  19.     AMENDMENTS  AND  WAIVERS
     Neither  this  Agreement  nor  any  other  Document  nor any term hereof or
thereof  may  be  changed, waived, discharged or ter-minated except by a writing
signed  by  the  party  to  be  charged.
SECTION  20.     TERM

<PAGE>
     The  term  of this Agreement and the other Documents shall be from the date
hereof  and  continue  until  all  amounts  due  hereunder are paid in full. Any
expiration  or  termination  of  this  Agreement  shall not affect any rights of
Lender  under  this  Agreement  or  under  the other Documents and upon any such
expira-tion  or  termination Borrower shall be obligated to forthwith pay all of
the  Loan  and  Borrower and each Guarantor shall continue to be bound by all of
the  provisions  of this Agreement until all of the Loan shall have been paid in
full.
SECTION  21.     CONDITIONS  PRECEDENT
     21.1   The  obligation  of  the  Lender to make the Loan and advances to be
made  by  it  hereunder  is  subject  to  the  following  conditions  precedent;
(a)  Approval  of  Lender  Counsel
All  legal  matters  incident  to the transac-tions hereby contemplated shall be
satisfactory  to  counsel  for  the  Lender.
(b)  Proof  of  Corporate  Action
The Lender shall have received certified copies of all corporate action taken by
the  Borrower  to authorize the execution and delivery of this Agreement and the
notes  and  borrowing  hereunder,  and  such  other  papers as the Lender or its
counsel  shall  reasonably  request.
(c)  Corporate  Documents  and  Opinions
Borrower and Guarantors are furnishing to Lender a certificates of good standing
of  the  state  of  its incorporation, resolutions, incumbency certificates, and
other  documents which it acknowledges are being relied upon by Lender, and such
other  documents are to be in the form and of the content as may be satisfactory
to  Lender  and  its  counsel.
(d)  Loan  Documents
 Receipt  by  Lender of the Demand Note fully executed by Borrower, the Guaranty
fully  executed  by  the  Guarantors,  the  fully executed Subordinations, fully
executed  UCC-1'  Financing  Statements and other material documents required by
Lender.
(e)  Insurance
Receipt  by Lender of the policies of insurance in compliance with Section 1.10.

<PAGE>
     (f)  UCC-11'S
Receipt  by  Lender  of UCC-11's demonstrating no liens or encumbrances  against
the  Collateral.
(g)  Opinion  of  Counsel
The  Lender  shall  have  received from Counsel for the Borrower and each of the
Guarantors  a  written opinion, satisfac-tory to the Lender and its counsel with
reference  to  the matters stated in Section 2.1 through 2.17 hereof and further
to  the  effect  that (i) the making and performance by the Borrower and each of
the  Guarantors  of  this  Agreement  and  the  other  Documents  have been duly
authorized  by  all  necessary corporate action and this Agreement and the other
Documents  upon  execution and delivery will constitute legal, valid and binding
obligations  of  the  Borrower,  each  of  the  Guarantors, and each other party
thereto  enforceable  according  to  their  terms;  (ii) that the Note and Other
Documents  have  been duly authorized and when executed will constitute a legal,
valid  and  binding  obligations  of the Borrower enforceable in accordance with
their terms;  (iii) that the Guaranty has been duly authorized and when executed
will  constitute  a  legal,  valid  and binding obligation of the Guarantors and
shall  be  enforceable  in  accordance  with  its terms; and (iv) that except as
otherwise may be set forth in said opinion letter, to the best of said counsel's
knowledge  upon  inquiry of Borrower and Guarantors, and upon examination of its
office  files, the execution and delivery of each of the afore stated Agreements
and  other Documents will not constitute a default under any bank loan or credit
agreement  or  other agreement or instrument to which the Borrower or any of the
Guarantors  are  a  party.
(h)  Representations  and  Warranties
The  Representations and Warranties con-tained in Section 2 herein shall be true
on  and  as  of  the  date  of  closing.
(i)  Collateral
Receipt  by  Lender  of  any  of  the  Collateral  where possession by Lender is
necessary  to  perfect  its  security  interest  therein.

<PAGE>
     21.2  The  obligation  of the Lender to make each sub-sequent advance to be
made  by  it  hereunder  is  subject  to  the  con-ditions  precedent  that:
(a)  No  Event  of  Default
No  Event  of Default specified in Section 5 hereof, and no event which pursuant
to  the  provisions  of Section 5 with the lapse of time and/or notice specified
therein  would  become such an Event of Default, has occurred and is continuing;
and
(b)  No  Material  Adverse  Change
There  has  been  no  material  adverse  change  in  the  consolidated financial
condition  of  the Borrower or any of the Guarantors and its or his consolidated
subsidiaries;  and
(c)  Representations  and  Warranties
The Representations and Warranties con-tained in Section 2 are true and correct;
and  that  the Borrower, by its president, and each of the Guarantors shall have
so  certified  to  the  Lender.
21.3  By delivering the Note and each other Document to the Lender and receiving
the Loan and advances, the Borrower and each of the Guarantors represent that no
Event  of  Default  specified in Section 5 hereof exists or is continuing and no
material  change  has  taken  place  with regard to their financial condition as
represented  to  the  Lender.
SECTION  22.     SETOFF.
     Borrower and each Guarantor hereby gives Lender a security interest in, and
a  right  of  set-off  for  the Loan upon or against, all the deposits, credits,
Collateral, and property of Borrower and each Guarantor, now or hereafter in the
possession  or  control  of  Lender or in transit to it.  Lender may at any time
apply  or  set-off  the  same,  or  any  part  thereof,  to any Loan even though
unmatured.
SECTION  23.     MISCELLANEOUS

<PAGE>
     (a)     This  Agreement  and each other document granting Lender a security
interest  in  the  Collateral  is a security agreement within the meaning of the
Uniform Commercial Code.  Where any provision in this Agreement refers to action
to  be taken by any Person, or which such Person is prohibited from taking, such
provision  shall  be  applicable  whether  such  action  is  taken  directly  or
indirectly  by  such  Person.  This  Agreement  and the other Documents shall be
construed  in  accordance  with  the  laws  of  the  State  of  Connecticut.
Notwithstanding  the  foregoing,  Borrower  and each of the Guarantors expressly
consent  to  the  in personam jurisdiction over such Person of the courts of the
State of Connecticut. To the extent there is any inconsistency between the terms
of  this Agreement and any of the other Documents, this Agreement shall control.
All of the terms of this Agreement and the other Documents shall be binding upon
and  inure  to  the  bene-fit  of  and  be  enforceable by the respective heirs,
executors, administrators, successors and assigns of the parties hereto, whether
so  expressed or not, and by any other holder or holders at the time of the Loan
or  any  part  thereof.  The  headings in this Agreement are for the purposes of
reference  only and shall not limit or otherwise affect any of the terms hereof.
This  Agreement  may  be executed in two (2) or more counterparts, each of which
shall  be  deemed  an  original,  and  by the several parties hereto in separate
counterparts,  but  all  of  which  together  shall  constitute one and the same
instrument.
(b)  This Agreement is among the Lender, the Borrower and each of the Guarantors
only  and  shall  not  be  relied  upon by any third party. Without limiting the
foregoing, Lender shall have no liability to any third party whatever (including
without limitation Borrower, any of the Guarantors or anyone conducting business
with  any  of  the foregoing) in the event Lender for any reason and at any time
determines not to advance sums under the Revolving Note and/or for any reason or
otherwise  exercises its rights under this Agreement and/or the other Documents.
(c)     The security interests granted hereby extends to the Collateral, whether
acquired  before or after the commencement of a case under the Bankruptcy Reform
Act  of  1978.

<PAGE>


     IN  WITNESS WHEREOF, each of the parties hereto has executed this Agreement
on  the  day  first  above  mentioned.

SIGNED,  SEALED  AND  DELIVERED
IN  THE  PRESENCE  OF:
     BORROWER:
TANGIBLE  COLLECTIBLES,  INC.


          BY: /s/ Silvano  DiGenova
     Silvano  DiGenova
Its  Chairman,  Duly  Authorized






          BY: /s/ Michael  R.  Haynes
     Michael  R.  Haynes
Its  President,  Duly  Authorized



     GUARANTORS:

     TANGIBLE  ASSET  GALLERIES,  INC.


          By: /s/ Silvano  DiGenova
     Silvano  DiGenova
Its  Chairman,  Duly  Authorized





          BY: /s/ Michael  R.  Haynes
     Michael  R.  Haynes
Its  President,  Duly  Authorized
<PAGE>


     /s/ Silvano DiGenova
     Silvano  DiGenova
Individually


     /s/ Eve DiGenova
     Eve  DiGenova
Individually

LENDER
     NATIONAL  RECOVERY  LIMITED  PARTNERSHIP


          BY /s/ Carl J. Fusco
Carl  J.  Fusco
     Its:  General  Partner

<PAGE>
$1,000,000.00     NEWPORT BEACH, CALIFORNIA                   NOVEMBER 16, 2000


     FOR VALUE RECEIVED, ON DEMAND, the undersigned, (hereinafter referred to as
"Maker")  promises  to pay to the order of NATIONAL RECOVERY LIMITED PARTNERSHIP
(hereinafter  referred  to  as  "Lender"),  at its main office at 27 Mischa Hill
Road,  Trumbull,  Connecticut  06611, or at such other place as the Lender shall
from  time  to  time  designate  in  writing, ON DEMAND the principal sum of ONE
MILLION  AND  00/100 ($1,000,000.00) DOLLARS with interest from the date hereof,
computed  on a 360 day year, on so much of said principal sum as shall from time
to  time  be outstanding, at the interest rate of thirteen and one half (13.50%)
percent  per  annum  together  with  all taxes assessed or enforced against said
payee  or  other  holder  of  this  Note upon said sum or this Note, and all its
reasonable costs, expenses and attorney's fees incurred or charged in any action
or  pro-ceeding for collection of said debt or in any litigation arising from or
concerning  said  debt or in foreclosing or otherwise recovering on any mortgage
or  security interest securing said debt or in protecting or sustaining the lien
and/or  priority  of  any  such  mortgage or security interest .   Said interest
shall  be payable at the aforesaid rate, or at the rate in effect as hereinafter
provided,  whether  before  or  after maturity, by acceleration or otherwise, or
whether  or  not  judgment  has  been  obtained, and after judgment, on the full
amount  of  said  judgment, at the greater of the legal rate or the rate then in
effect  hereunder.

From the date hereof interest on the daily outstanding principal balance for the
actual number of days elapsed in each payment period shall be due and payable in
monthly  payments  in  arrears commencing December 1, 2000 and continuing on the
1st  day of each month thereafter until the entire outstanding principal balance
and  accrued  and  unpaid interest thereon has been paid in full.  All principal
and  interest evidenced by this Note, if not sooner paid , or demanded, shall be
due  and  payable  on  March 31, 2001 without the necessity of demand or notice.
All  payments  of  principal  or interest shall be considered received by Lender
upon  receipt  of  good  funds  as  defined  by  Lender's  financial depository.
This  Note  is  subject in all respects to the terms and conditions of a certain
Loan  and  Security  Agreement  of even date by and among, inter alia, Maker and
Lender (the "Loan Agreement"), including without limitation Events of Default as
defined  therein.

<PAGE>
     It  is  agreed  that  time  is of the essence of this Note, and that in the
event  of  default  in  the  payment of any such installment of principal and/or
interest for a period of five (5) days after the same is due and payable or upon
default  under  any of the terms, conditions and/or provisions contained in this
note  or  upon  the  occurrence of an Event of Default under the Loan Agreement,
then,  and in any of said events, the unpaid remaining principal balance of this
indebtedness together with all accrued and unpaid interest thereon and all other
amounts due hereunder shall immediately become due and payable, at the option of
Lender  without  the necessity for demand or notice; and any failure to exercise
said  option  shall not constitute a waiver of the right to exercise the same at
any  other  time.  If any such default shall occur, then, interest shall accrue,
on  and  after  the first day of said default, for the period for which any such
payment  was  due,  and  during  such  period  of five (5) days or other expired
applicable  cure  period,  and at all times while such default continues, on all
principal  and  due  and unpaid interest, at a rate three (3%) percent per annum
higher  than the rate above stated and said interest shall be due and payable on
the  first  day  of  each  month  while  any  such  default  exists.

Maker  shall pay a late charge equal to five (5%) percent of any installment not
paid  within  five  (5)  days  of  the  due  date  thereof.

Maker  reserves  the  right  to  prepay this note in full or in part at any time
after December 24, 2000.  Maker shall not have the right to make such prepayment
before  December 24, 2000.  In the event of a default prior to December 24, 2000
upon  Holder  demanding  payment  of  this Note the Maker shall pay a prepayment
penalty  of  three(3%)  percent.

Any deposits, securities or other property of the Maker, (exclusive of deposits,
securities or other property held by the undersigned in a fiduciary capacity for
the  benefit  of  others)  which  are  at  anytime within Lender's possession or
control  may  be held and treated as collateral security for the payment of this
note,  and Lender shall have a lien thereon and right to setoff the same against
any  sums  due  hereunder.

At  any  time prior to the Maker's payment in full of all principal and interest
due  hereunder,  the  Holder  shall  have  the option of converting this Note to
shares  of  the  capital stock of Tangible Asset Galleries, Inc. pursuant to the
terms  of  the  Loan  Agreement.

<PAGE>
     Notwithstanding  any provisions of this Note, in the event that the rate of
interest  charged hereunder shall at any time exceed the maximum rate allowed by
law,  the interest rate payable hereunder shall be deemed to be the maximum rate
allowed  by  law  and  any payments in excess of the maximum rate allowed by law
shall  be  deemed  principal  payments and applied against the principal balance
hereof.

The  Maker  hereby  agrees  that  the  loan  evidenced  by  the within note is a
"commercial  transaction"  as  defined  by  the  Connecticut General Statutes as
amended.

Upon failure to pay the indebtedness secured hereby in full at maturity, whether
stated  or by acceleration, Holder is authorized and empowered to sell the whole
or  any part of the Collateral then held by it in such manner as Holder sees fit
and is consistent with applicable law.  Sale of part of the Collateral shall not
exhaust  Holder's  power  of sale, but sales may be made from time to time until
all  the Collateral is sold, or until the debts hereby secured are paid in full.
Holder  shall  receive  the proceeds of such sale or sales and shall apply those
proceeds  in  the order stipulated in the relevant provisions of the Connecticut
Uniform Commercial Code.  If this Note is placed in the hands of an attorney for
collection or is collected in whole or in part through any judicial or arbitrial
proceedings,  Obligor  agrees  to  pay  Holder's  attorney's  fees  and  costs.

THE  MAKER AND EVERY ENDORSER HEREBY WAIVES ALL RIGHTS TO NOTICE AND PRIOR COURT
HEARING  OR  COURT ORDER IN CONNECTION WITH ANY AND ALL PREJUDGMENT REMEDIES THE
HOLDER  HEREOF MAY BECOME ENTITLED TO BY VIRTUE OF ANY DEFAULTS OR PROVISIONS OF
THE  NOTE  SECURING  THE  SAME.

THE  MAKER  AND EVERY ENDORSER WAIVES A TRIAL BY JURY IN ANY ACTION WITH RESPECT
TO  THIS  NOTE  AND  AS  TO  ANY  ISSUE  ARISING RELATING TO THIS NOTE OR TO THE
INSTRUMENTS  SECURING  THIS  NOTE.

TO INDUCE LENDER TO ENTER INTO THE COMMERCIAL LOAN TRANSACTION EVIDENCED BY THIS
NOTE  AND  SECURITY  AGREEMENT,  MAKER  AGREES  THAT  THE  SAID  TRANSACTION  IS
COMMERCIAL  AND  NOT  A  CONSUMER  TRANSACTION  AND WAIVES ANY RIGHT OF MAKER TO
NOTICE  AND  HEARING, JURY TRIAL AND THE POSTING OF BOND BY LENDER UNDER CHAPTER
903(A)  OF  THE  CONNECTICUT  GENERAL  STATUTES, REVISION OF 1958 AS AMENDED, OR
OTHER STATUTE OR STATUTES AFFECTING PREJUDGMENT REMEDIES AND AUTHORIZED LENDER'S
ATTORNEY  TO  ISSUE  A  WRIT  FOR  PREJUDGMENT  REMEDIES AND AUTHORIZED LENDER'S
ATTORNEY  TO  ISSUE A WRIT FOR PREJUDGMENT REMEDY WITHOUT A COURT ORDER PROVIDED
THE  COMPLAINT  SHALL  SET  FORTH  A  COPY  OF  THIS  WAIVER.

<PAGE>
Presentment, protest and notice are hereby waived.


     TANGIBLE COLLECTIBLES, INC.


     By: /s/ Silvano DiGenova
     Silvano DiGenova
Its Chairman, Duly Authorized



     By: /s/ Michael R. Haynes
     Michael R. Haynes
Its President, Duly Authorized