PROMISSORY NOTE

July  6,  2001                                Principal  Amount:     $701,000.00

     FOR VALUE RECEIVED, the undersigned, Tangible Acquisition II Corporation, a
Nevada corporation (the "Borrower"), dated as of July 6, 2001 ("Execution Date")
promises  to  pay  to  the  order  of  Superior  Galleries,  Inc.,  a California
corporation  (the  "Lender"),  the  total  principal  amount outstanding on this
Promissory  Note  (the "Note"), of SEVEN HUNDRED ONE THOUSAND AND NO/100 DOLLARS
($701,000.00)  together  with  interest  as stated below, in lawful money of the
United  States of America, at the times and in the manner hereinafter set forth.

1.     Payment  Schedule  and  Maturity  Date.  Principal  and interest shall be
payable  as  follows:
a.     Within  forty-five  (45)  days  of the Execution Date of this Note, Buyer
shall  pay  to  Lender  TWO  HUNDRED  THOUSAND AND NO/100 DOLLARS ($200,000.00).
b.     Within  ninety  (90) days of the Execution Date of this Note, Buyer shall
pay  to  Lender  TWO  HUNDRED  THOUSAND  AND  NO/100  DOLLARS  ($200,000.00).
c.     Within  one  hundred thirty-five (135) days of the Execution Date of this
Note,  Buyer  shall  pay  to  Lender  TWO  HUNDRED  THOUSAND  AND NO/100 DOLLARS
($200,000.00).
d.     On  or before January 10, 2002, Buyer shall pay to Lender ONE HUNDRED ONE
THOUSAND  AND  NO/100  DOLLARS  ($101,000.00).
This Note shall be payable in full on its maturity date, January 10, 2002, 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, the
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  a Security Agreement of even date
herewith,  pledging  to  Lender  a  lien  in  the  collateral  owned by Borrower
("Security  Agreement").

4.     Event  of  Default.  The following are Events of Default under this Note:
a.     The  Borrower  fails  to  make  any  payment  under  this  Note when due;
b.     Borrower's failure to meet or to perform any of its obligations under any
     term  or  provision  of  this  Note,  the  Security Agreement, or the Asset
Purchase  Agreement dated July 6, 2001 ("APA"), the Consignment Advance Loan and
Security  Agreement  between Borrower and Lender dated July 6, 2001 or any other
agreement  between  Borrower  and  Lender;
c.     Any  misrepresentation  by  Borrower, whether or not intentional, made in
this  Note,  the  Security  Agreement  or  the  APA;
d.     The  discovery  that  Borrower  is  unable  to  pay  its  debts when due;
e.     If  any  warranty,  representation  or statement, made by or on behalf of
Borrower  in  or  with respect to this Note, the Security Agreement, the APA, or
any  other  agreement  with  Lender,  is  false;
f.     The  making  of  a  general  assignment  for  the benefit of creditors by
Borrower;
g.     The  revocation  of  any  guaranty  of  this  Note  by  any  guarantor.
     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, Borrower 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 the Debtor
upon  the  occurrence of an Event of Default in Section 4 (b), (c), (d), (e), or
(g) 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  Section 4 (a) or (f), Lender, at its
option,  may  declare immediately due and payable all amounts then owing on this
Note,  subject,  however,  to  any  notice  requirements  contained  in the APA.

6.     Late  Charge.  If any payment due hereunder is not paid within 10 days of
the  date  such  payment  is  due,  including, without limitation, the principal
amount,  Borrower  shall  pay,  in  addition to interest which shall continue to
accrue, a late charge equal to three percent (3%) of the amount of any such late
     payment,  as  liquidated  damages  and not as a penalty, for the purpose of
defraying  the  expense  incident  to  handling  such  delinquent payment and to
compensate for the loss of use of the amount of such payment.  Such late charges
represent  Borrower's  and  Lender's  reasonable  estimate  of  appropriate
compensation  for the loss that may be sustained by Lender due to the failure of
Borrower  to  make  any  of  the  payments  due  hereunder  on  a  timely basis.
Borrower's  payment  of  such  late charges shall not operate in any way to cure
Borrower's  default  and,  in addition to Lender's rights to such a late charge,
Lender  shall  be  entitled to exercise, without restriction or curtailment, any
and  all rights and remedies available to him arising by virtue of such default.

7.     Usury Laws.  Borrower represents and warrants to Lender that the proceeds
of  the  loan evidenced by this Note will be used for business purposes, and not
for  any  personal,  family  or  household purposes.  It is the intention of the
parties  to conform strictly to the usury laws that are applicable to this Note.
This  Note  and  any  other  agreements  between  Borrower 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
Borrower 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  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.

8.     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.  Buyer shall not assign any of its rights,
     privileges  or  obligations  hereunder without the prior written consent of
Seller, except no consent shall be required for assignment to an entity owned by
Buyer.
c.     Entire  Agreement.  This  Promissory Note, the Security Agreement and the
APA,  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, and such
prepayment  may  be discounted at the annual prime rate as published in the Wall
Street  Journal  to  determine  the  relationship  between the amount being paid
currently  and  the  amount  of  the  Note  that  is  paid.
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  non-payment  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.  Borrower
hereby  submits  to  personal  jurisdiction in California for the enforcement of
Borrower's  obligations  hereunder,  under  the Security Agreement and under the
APA.

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

TANGIBLE  ACQUISITION  II  CORPORATION,  a  Nevada  corporation


/s/ Michael R. Haynes
By:  Michael  R.  Haynes
Its:  President