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Exhibit 10.5

                      AMENDED AND RESTATED COMMERCIAL NOTE

$19,892,340                                                      January 6, 2007
                                                       Beverly Hills, California

     FOR VALUE RECEIVED, ON DEMAND, the undersigned  (hereinafter referred to as
"Maker"),  promises  to pay to the  order of  STANFORD  INTERNATIONAL  BANK LTD.
(hereinafter  referred to as "Lender"),  at its office at c/o Stanford Financial
Group,  6075  Poplar  Avenue,  Memphis,  TN 38119 or at such other  place as the
Lender shall from time to time designate in writing, ON DEMAND the principal sum
of NINETEEN  MILLION  EIGHT  HUNDRED  NINETY TWO THOUSAND  THREE  HUNDRED  FORTY
DOLLARS  ($19,892,340) or such principal portion thereof as shall be outstanding
under the Commercial  Loan Agreement  dated October 1, 2003, as amended to date,
between  Maker and Lender (the "Loan  Agreement"),  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 daily  average  of the Prime  Rate as
reported in the Wall Street  Journal,  together with all its  reasonable  costs,
expenses and attorney's fees incurred or charged in any action or proceeding 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  January  10,  2007  and
continuing on the 10th 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 shall be due and payable ON
DEMAND  without the  necessity of 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 completely amends, restates, and replaces that certain promissory
note in the amended original  principal  amount of $10,850,000,  dated March 29,
2005,  executed by Maker in favor of Lender.  Within 60 days hereof,  the Lender
shall return to the Maker the original of the prior promissory note.

     This Note is subject in all  respects  to the terms and  conditions  of the
Loan Agreement,  as amended,  including without  limitation Events of Default as
defined therein.

     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

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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 five  percent (5%) 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 percent (5%) 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  without  any  prepayment
penalty.

     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.

     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 represents and warrants that it has at least $2,000,000 of
total assets for purposes of Section 25118 of the California Corporations Code.

     Upon failure to pay the  indebtedness  secured  hereby in full at maturity,
whether  stated or by  acceleration,  Lender is authorized and empowered to sell
the whole or any part of the Collateral then held by it in such manner as Lender
sees fit and is consistent  with  applicable law. Sale of part of the Collateral
shall not  exhaust  Lender'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.  Lender shall receive the proceeds of such sale or sales and shall
apply those proceeds in the order  stipulated in the relevant  provisions of the
California  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
arbitral proceedings, Maker agrees to pay Lender's attorney's fees and costs.

     THE MAKER  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.


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     THE MAKER  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,  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 ANY STATUTE OR STATUTES  AFFECTING
PREJUDGMENT  REMEDIES  AND  AUTHORIZED  LENDER'S  ATTORNEY  TO  ISSUE A WRIT FOR
PREJUDGMENT  REMEDIES  WITHOUT A COURT ORDER  PROVIDED THE  COMPLAINT  SHALL SET
FORTH A COPY OF THIS WAIVER.

     Presentment, protest and notice are hereby waived.

                                                      SUPERIOR GALLERIES, INC.



                                                      By: /s/ Silvano DiGenova
                                                         -----------------------

                                                         Silvano DiGenova
                                                         Chief Executive Officer















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