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EXHIBIT 10.5

                         TANGIBLE ASSET GALLERIES, INC.

                             SECURED PROMISSORY NOTE

February 6, 2002                                               Principal Amount:
                                                                     $209,000.00

         FOR VALUE RECEIVED, the undersigned, Tangible Asset Galleries, Inc., a
Nevada corporation ("TANGIBLE") promises to pay to the order of Wes English, an
individual residing at 61 Eagleridge Place, Danville, California 94506 (the
"LENDER"), the total principal amount outstanding on this Secured Promissory
Note (the "NOTE"), of TWO HUNDRED NINE THOUSAND AND NO/100 DOLLARS
($209,000.00), in lawful money of the United States of America, at the times and
in the manner hereinafter set forth.

         1. MATURITY DATE. This Note shall be payable in full on the date that
is ninety days following the date hereof, or on such earlier date that this Note
becomes due and payable as a result of acceleration as set forth herein or as
set forth in the Security Agreement (as defined in Section 3 herein). Each
payment shall be credited first to any late payment amounts due and owing at
the time of payment, then to interest, and then to principal; and interest shall
then cease on the portion of the principal credited. All payments shall be made
in lawful money of the United States, without offset, deduction, or counterclaim
of any kind.

         2. INTEREST. In the Event of Default, as set forth in Section 4 below,
shall occur or be continuing simple interest shall be calculated on the entire
outstanding principal balance at a rate of eighteen percent (18%) per annum.

         Any interest to be charged under this Note shall be computed on the
basis of the actual number of days elapsed over a year of 365 days or 366 days,
as the case may be.

         3. SECURITY. This Note is secured by certain collateral more
specifically described in a certain secured loan and security agreement entered
into by Tangible for the benefit of the Lender dated of even date herewith (the
"SECURED LOAN AND SECURITY AGREEMENT"). Reference to the Secured Loan and
Security Agreement shall in no way impair the absolute and unconditional
obligation of Tangible to pay the amount due under this Note.

         4. EVENT OF DEFAULT. The following are Events of Default under this
Note:

                  a. Tangible fails to make any payment under this Note when
due;

                  b. (i) Tangible shall commence any proceeding or other action
relating to it



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in bankruptcy or seek reorganization, arrangement, readjustment of its debts,
receivership, dissolution, liquidation, winding-up, composition or any other
relief under any bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any
other similar act or law, of any jurisdiction, domestic or foreign, now or
hereafter existing; or (ii) Tangible shall admit the material allegations of any
petition or pleading in connection with any such proceeding; or (iii) Tangible
shall apply for, or consent or acquiesce to, the appointment of a receiver,
conservator, trustee or similar officer for it or for all or a substantial part
of its property; or (iv) Tangible shall make a general assignment for the
benefit of creditors;

                  c. (i) The commencement of any proceedings or the taking of
any other action against Tangible in bankruptcy or seeking reorganization,
arrangement, readjustment of its debts, liquidation, dissolution, arrangement,
composition, or any other relief under any bankruptcy law or any other similar
act or law of any jurisdiction, domestic or foreign, now or hereafter existing
and the continuance of any of such events for thirty (30) days undismissed,
unbonded or undischarged; or (ii) the appointment of a receiver, conservator,
trustee or similar officer for Tangible for any of its property and the
continuance of any of such events for thirty (30) days undismissed, unbonded or
undischarged; and

                  d. An "Event of Default" (as defined in the Secured Loan and
Security Agreement) shall have occurred under the Secured Loan and Security
Agreement, after giving effect to any applicable notice provisions and cure
periods set forth in the Security Agreement.

         No delay or omission by Lender in exercising any right or remedy under
this Note, or any other agreement executed in connection with this Note, shall
operate as a waiver of the future exercise of that right or remedy or of any
other rights or remedies under this Note or any other agreement executed in
connection with this Note. To the extent permitted by law, Tangible waives the
right, in any action on this Note, to assert that the action was not commenced
within the time required by law for commencement of the action. All rights of
Lender stated in this Note are cumulative and in addition to all other rights
provided by law, in equity, or in any agreement executed in connection with this
Note.

         5. REMEDY UPON EVENT OF DEFAULT. Lender shall give notice to Tangible
upon the occurrence of an Event of Default in Sections 4.d., e., or f. hereunder
with the opportunity to cure such default within five (5) business days. If,
after the expiration of such notice period, or upon the occurrence of an Event
of Default in Sections 4.a. or b, Lender, at its option, may declare immediately
due and payable all amounts then owing on this Note.

         6. USURY LAWS. This Note and any other agreements between Tangible and
Lender are hereby expressly limited so that in no contingency or event
whatsoever shall the amount paid or agreed to be paid to Lender or the holder
thereof exceed the maximum amount permissible under applicable usury laws. If
under any circumstances fulfillment of any provision of this Note or any other
agreement between Tangible and Lender shall involve exceeding the limits of
validity prescribed by usury law, then the obligation to be fulfilled shall be
reduced to the limit of such



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validity. All sums paid or agreed to be paid to Lender or the holder thereof, to
the extent permitted by applicable law, and to the extent necessary to preclude
exceeding the limit of validity prescribed by law, shall be amortized, prorated,
and allocated and spread from the date of disbursement of the proceeds of this
Note until payment in full of this Note so that the actual rate of interest on
account of such indebtedness is uniform throughout the term thereof.

         7. General Provisions.

                  a. No Oral Modification. This Agreement cannot be orally
changed, modified, discharged or terminated.

                  b. Binding; No Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto. Tangible shall not assign
any of its rights, privileges or obligations hereunder without the prior written
consent of Lender, except no consent shall be required for assignment to an
entity owned by Tangible.

                  c. Entire Agreement. This Secured Promissory Note and the
Security Agreement, together with the exhibits and other documents required to
be executed and delivered thereunder, contain the entire agreement among the
parties hereto with respect to the transactions contemplated hereby, and
supersedes any and all other writings, representations and warranties.

                  d. Attorneys' Fees. If any legal action or other proceeding is
brought for the enforcement of this Note, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
of this Note, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.

                  e. Prepayment. This Note may be prepaid in whole or in part
without penalty or premium.

                  f. Presentment. The makers, sureties, guarantors and endorsers
of this Note jointly and severally waive presentment for payment, protest,
notice of protest and notice of nonpayment of this Note, and consent that this
Note or any payment due under this Note may be extended or renewed without prior
demand or notice.

                  g. Governing Law and Jurisdiction. This Note shall be governed
by and construed in accordance with the laws of the State of California,
applicable to instruments executed and to be performed in the State of
California.

                            [signatures on next page]



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         IN WITNESS WHEREOF, the undersigned have caused this Note to be
executed as of the date first above written.

                                        TANGIBLE ASSET GALLERIES, INC., a Nevada
                                        corporation

                                        By: /s/ Silvano DiGenova
                                            ----------------------------------
                                            Name: Silvano DiGenova
                                            Title: Chief Executive Officer



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                         TANGIBLE ASSET GALLERIES, INC.

                      AMENDMENT TO SECURED PROMISSORY NOTE

May 7, 2002                                                    Principal Amount:
                                                                     $209,000.00

         WHEREAS, the undersigned, Tangible Asset Galleries, Inc., a Nevada
corporation ("TANGIBLE") has promised to pay to the order of Wes English, an
individual residing at 61 Eagleridge Place, Danville, California 94506 (the
"LENDER"), the total principal amount outstanding on the Secured Promissory Note
dated February 6, 2002 (the "NOTE"), of TWO HUNDRED NINE THOUSAND AND NO/100
DOLLARS ($209,000.00), in lawful money of the United States of America, at the
times and in the manner hereinafter set forth;

         AND WHEREAS, Tangible and Lender desire to modify selected terms of the
Note by the execution if this amendment (the "AMENDMENT");

         NOW, THEREFORE, for good an valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Tangible and Lender agree as
follows:

         1. MATURITY DATE. Section one of the Note is replaced in its entirety
by the following:

         "MATURITY DATE. This Note shall be payable in seven bi-weekly payments
as follows:

         June 1, 2002- $30,200.00; June 15, 2002 - $30,200.00; June 29, 2002 -
         $30,200.00; July 13, 2002 - $30,200.00; July 27, 2002 - $30,200.00;
         August 10, 2002 - $30,200.00; and August 24, 2002 - $30,208.06; or

         on such earlier date that this Note becomes due and payable as a result
         of acceleration as set forth herein or as set forth in the Security
         Agreement (as defined in Section 3 herein). Each payment shall be
         credited first to any late payment amounts due and owing at the time of
         payment, then to interest, and then to principal; and interest shall
         then cease on the portion of the principal credited. All payments shall
         be made in lawful money of the United States, without offset,
         deduction, or counterclaim of any kind."

         2. INTEREST. Section two of the Note is replaced in its entirety by the
         following:

         "INTEREST. The annual interest rate shall be ten percent (10.0%) until
         paid in full. In the Event of Default, as set forth in Section 4 below,
         shall occur or be continuing simple interest shall be calculated on the
         entire outstanding principal balance at a rate of eighteen percent
         (18%) per annum.



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         Any interest to be charged under this Note shall be computed on the
basis of the actual number of days elapsed over a year of 365 days or 366 days,
as the case may be.

         3. CONFIRMATION. Tangible and Lender hereby confirm that all other
terms and conditions of the Note not modified or amended herein remain in full
force and effect.

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first above written.

                                        TANGIBLE ASSET GALLERIES, INC., a Nevada
                                        corporation

                                        By: /s/ Michael R. Haynes
                                            -----------------------------
                                        Name: Michael R. Haynes
                                        Title: President

                                        LENDER:

                                        Wes English

                                        /s/ Wes English
                                        ---------------------------------