SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT, dated as of April 3, 2002 (the "Agreement"),
is  entered  into  by  and  among  Tangible Asset Galleries, Inc., a corporation
formed  under  the laws of the State of Nevada (the "Company"), Stanford Venture
Capital  Holdings,  Inc.,  a  corporation  formed under the laws of the State of
Delaware  (the "Purchaser"), and Silvano DiGenova, an individual resident of the
State  of  California  (the  "Insider").

                              W I T N E S S E T H:

WHEREAS,  the  Company  and  the  Purchaser  are  executing  and delivering this
Agreement  in  reliance  upon  the  exemptions  from  registration  provided  by
Regulation  D  ("Regulation  D")  promulgated  by  the  Securities  and Exchange
Commission  (the "Commission") under the Securities Act of 1933, as amended (the
"Securities  Act"),  and/or  Section  4(2)  of  the  Securities  Act;  and

WHEREAS,  the  Purchaser wishes to purchase, and the Company wishes to issue and
sell,  upon the terms and conditions of this Agreement for an aggregate purchase
price  of  $3,000,000,  (i)  3,000,000  shares  of  the Company's Series B $1.00
Convertible Preferred Stock, with a stated value of $1.00 per share (the "Series
B  Preferred  Stock"), the terms of which are as set forth in the Certificate of
Designation  of  Series  B  $1.00 Convertible Preferred Stock attached hereto as
Exhibit  A  (the  "Series  B  Certificate of Designation"), and (ii) warrants to
purchase  in  the  aggregate 30,000,000 shares (the "Warrants") of the Company's
common  stock,  $.001  par  value per share (the "Common Stock"), which Warrants
will  be  in  the  form  attached  hereto  as  Exhibit  B;  and

WHEREAS,  the  Series  B Preferred Stock shall be convertible into shares of the
Common  Stock  pursuant  to  the  terms set forth in the Series B Certificate of
Designation,  and  the  Warrants may be exercised for the purchase of the Common
Stock,  pursuant  to  the  terms  set  forth  therein.

NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

1.     AGREEMENT  TO  PURCHASE;  PURCHASE  PRICE

a.  PURCHASE  OF PREFERRED STOCK AND THE WARRANTS.  Subject to the terms
and  conditions  set  forth  in  this  Agreement, the Purchaser hereby agrees to
purchase  from  the  Company, and the Company hereby agrees to issue and sell to
the  Purchaser,  the  Series B Preferred Stock and the Warrants for an aggregate
purchase  price of $3,000,000 which shall be payable on the closing dates in the
Table  of  Closing  Dates  (as  shown  below)  in  immediately  available funds.

b.  CLOSINGS. The Series B Preferred Stock and the Warrants to be purchased
by the Purchaser hereunder, in the number set forth opposite each of the closing
dates  in  the Table of Closing Dates shown below and in definitive form, and in
such  denominations  and  such  names as the Purchaser or its representative, if
any,  may request the Company upon at least 3 business days' prior notice of any
closing,  shall  be  delivered by or on behalf of the Company for the account of
the  Purchaser, against payment by the Purchaser of the aggregate purchase price
by wire transfer to an account of the Company, by 5:00 PM, New York time on each
of  the  4  closing  dates as set forth below in the Table of Closing Dates, the
first  of  such  closing  dates  being  referred to herein as the "First Closing
Date."

c.     TABLE  OF  CLOSING  DATES.


                                                                  WARRANT TO
                                                                  PURCHASE THE
                                               NUMBER OF          NUMBER OF
                                               SHARES OF SERIES B SHARES OF
                                               PREFERRED STOCK    COMMON STOCK
CLOSING DATE              PURCHASE PRICE       TRANSFERRED        TRANSFERRED
------------------------  -------------------  ------------       -----------
                          Nine Hundred
                          Thousand United
Upon the First Closing    States Dollars
Date                               ($900,000)       900,000        10,000,000
------------------------  -------------------  ------------       -----------
                          Seven Hundred
                          Thousand United
April 12, 2002 (the       States Dollars
"Second Closing Date")             ($700,000)       700,000        10,000,000
------------------------  -------------------  ------------       -----------
                          Seven Hundred
                          Thousand United
May 1, 2002 (the "Third   States Dollars
Closing Date")                     ($700,000)       700,000        10,000,000
------------------------  -------------------  ------------       -----------
                          Seven Hundred
                          Thousand United
May 17, 2002 (the "Last   States Dollars
Closing Date")                     ($700,000)       700,000         None
------------------------  -------------------  ------------       -----------


2.     REPRESENTATIONS  AND  WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION;
INDEPENDENT  INVESTIGATION

     The  Purchaser  represents  and warrants to, and covenants and agrees with,
the  Company  as  follows:

a.     QUALIFIED  INVESTOR.     The  Purchaser is (i) experienced in making
investments  of  the kind described in this Agreement and the related documents,
(ii) able, by reason of the business and financial experience of its management,
to  protect  its  own interests in connection with the transactions described in
this  Agreement  and the related documents, (iii) able to afford the entire loss
of  its investment in the Series B Preferred Stock and the Warrants, and (iv) an
"Accredited  Investor" as defined in Rule 501(a) of Regulation D and knows of no
reason  to  anticipate  any  material  change in its financial condition for the
foreseeable  future.

b.     RESTRICTED  SECURITIES.  All subsequent offers and sales by the Purchaser
of  the  Series B Preferred Stock and the Warrants and the Common Stock issuable
upon  conversion  or exercise of the Series B Preferred Stock and Warrants shall
be made pursuant to an effective registration statement under the Securities Act
or  pursuant  to  an  applicable  exemption  from  such  registration.

c.     RELIANCE  OF REPRESENTATIONS. The Purchaser understands that the Series B
Preferred  Stock  and  the Warrants are being offered and sold to it in reliance
upon  exemptions from the registration requirements of the United States federal
securities  laws,  and  that  the  Company  is relying upon the truthfulness and
accuracy  of the Purchaser's representations and warranties, and the Purchaser's
compliance with its covenants and agreements, each as set forth herein, in order
to  determine  the  availability  of  such exemptions and the eligibility of the
Purchaser  to  acquire  the  Series  B  Preferred  Stock  and  the  Warrants.

d.     ACCESS  TO  INFORMATION.  The  Purchaser  (i)  has  been  provided  with
sufficient  information  with  respect  to  the  business of the Company for the
Purchaser  to  determine  the suitability of making an investment in the Company
and  such  documents  relating to the Company as the Purchaser has requested and
the  Purchaser has carefully reviewed the same, (ii) has been provided with such
additional  information  with  respect  to  the  Company  and  its  business and
financial  condition as the Purchaser, or the Purchaser's agent or attorney, has
requested,  and  (iii)  has  had  access  to  management  of the Company and the
opportunity to discuss the information provided by management of the Company and
any  questions that the Purchaser had with respect thereto have been answered to
the  full  satisfaction  of  the  Purchaser.

e.     LEGALITY.  The  Purchaser has the requisite corporate power and authority
to  enter  into  this  Agreement.

f.     AUTHORIZATION.  This  Agreement  and  any  related  agreements,  and  the
transactions  contemplated  hereby  and  thereby,  have  been  duly  and validly
authorized by the Purchaser, and such agreements, when executed and delivered by
each of the Purchaser and the Company will each be a valid and binding agreement
of  the Purchaser, enforceable in accordance with their respective terms, except
to  the  extent  that  enforcement  of  each  such  agreement  may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other  similar  laws  now  or  hereafter  in effect relating to creditors rights
generally  and  to  general  principles  of  equity.

3.     REPRESENTATIONS  OF  THE  COMPANY  AND  INSIDER
     The  Company  and the Insider, jointly and severally, represent and warrant
to,  and  covenant  and  agree  with,  the  Purchaser  that:

a.     ORGANIZATION.  The  Company  is  a  corporation  duly  organized and
validly  existing  and  in  good standing under the laws of the State of Nevada.
The  Company  has  no  other  interest  in  any other entities, except for those
subsidiaries  listed  on  Schedule  3(a)  attached hereto. Each of the Company's
subsidiaries  is  a  corporation  duly  organized,  validly existing and in good
standing  under  the  laws  of  the  state  set forth following the name of such
subsidiary  as  follows:  Tangible  Collectibles,  Inc.  (Delaware);  Superior
Galleries,  Inc.  (Nevada);  Vintageroadshow,  Inc.  (California);  Gehringer  &
Kellar,  Inc.  (Pennsylvania);  and  Tangible  Investments  of  America,  Inc.
(Pennsylvania).  Each of the Company and its subsidiaries is duly qualified as a
foreign  corporation  and  in good standing in all jurisdictions in which either
the ownership or use of the properties owned or used by it, or the nature of the
activities  conducted  by  it, requires such qualification. The minute books and
stock  record  books and other similar records of the Company have been provided
or made available to the Purchaser or its counsel prior to the execution of this
Agreement,  are  complete  and  correct  in  all material respects and have been
maintained  in  accordance  with  sound  business  practices.  Such minute books
contain  true  and  complete records of all actions taken at all meetings and by
all  written  consents  in  lieu  of meetings of the directors, shareholders and
committees  of  the  board  of  directors  of  the  Company  from  the  date  of
organization  through  the date hereof.  The Company has, prior to the execution
of  this  Agreement,  delivered to the Purchaser true and complete copies of the
Company's  Articles of Incorporation, Certificates of Designation filed prior to
the date of this Agreement, and Bylaws, each as amended through the date hereof.
The  Company  is  not  in  violation  of  any  provisions  of  its  Articles  of
Incorporation,  Certificates  of  Designation  or  Bylaws.

b.     CAPITALIZATION.  On  the  date  hereof,  the  authorized  capital  of the
Company consists of: (i) 100,000,000 shares of Common Stock, of which 41,211,463
shares are issued and outstanding, (ii) 15,000,000 shares of preferred stock, of
which  (A)  1,400,000  shares  are  designated  as  Series  A  $5.00 Convertible
Preferred  Stock  with  125,000 of such shares outstanding; (B) 3,400,000 shares
shall  be designated as the Series B Preferred Stock pursuant to this Agreement;
and  (C)  7,000  shares shall be designated as the Series C $100 redeemable nine
percent  (9%)  preferred stock (the "Series C Preferred Stock") pursuant to this
Agreement.  On  the  date  hereof,  the  Company has issued warrants to purchase
8,309,587  shares  of  Common  Stock  at exercise prices from $0.05 to $1.19 per
share,  and  options  to  purchase  5,122,500 shares of Common Stock at exercise
prices  from  $0.05  to  $2.00  per  share and is obligated to issue warrants to
purchase  an  aggregate  of  131,250  shares  of Common Stock at exercise prices
ranging from $0.05 to $0.90 per share.  Schedule 3(b) attached hereto sets forth
a  complete list of all holders of options, warrants, notes, or any other rights
or  instruments  which would entitle the holder thereof to acquire shares of the
Common  Stock  or  other  equity  interests  in  the  Company upon conversion or
exercise,  setting  forth  for  each such holder the type of security, number of
equity  shares covered thereunder, the exercise or conversion price thereof, the
vesting  schedule  thereof  (if  any), and the issuance date and expiration date
thereof.  Other than as disclosed in Schedule 3(b) attached hereto, there are no
outstanding  rights,  agreements,  arrangements  or  understandings to which the
Company  is  a party (written or oral) which would obligate the Company to issue
any  equity  interest,  option,  warrant,  convertible  note,  or other types of
securities  or to register any shares in a registration statement filed with the
Commission.  Other  than  disclosed  in  Schedule  3(b)  attached hereto, to the
Knowledge  of  the  Company, there is no agreement, arrangement or understanding
between or among any entities or individuals which affects, restricts or relates
to  voting,  giving  of  written consents, dividend rights or transferability of
shares  with  respect  to  any  voting  shares of the Company, including without
limitation  any  voting trust agreement or proxy.  Schedule 3(b) attached hereto
contains a complete and accurate schedule of all the shares subject to "lock-up"
or  similar  agreement  or arrangement by which any equity shares are subject to
resale  restrictions  and  the  Company  has provided the Purchaser complete and
accurate  copies  of all such agreements, which agreements are in full force and
effect.  Except  for certain guarantees of debt made by the Company on behalf of
its  subsidiaries  as  such  guarantees  are set forth in Schedule 3(b) attached
hereto,  there  are  no  outstanding  obligations  of  the Company or any of its
subsidiaries  to  repurchase,  redeem  or  otherwise  acquire  for  value  any
outstanding  shares of capital stock or other ownership interests of the Company
or any of its subsidiaries or to provide funds to or make any investment (in the
form  of  a  loan,  capital  contribution  or otherwise) in any of the Company's
subsidiaries  or  any  other  entity.  There  are  no  anti-dilution  or  price
adjustment  provisions  regarding  any security issued by the Company (or in any
agreement  providing  rights  to security holders) that will be triggered by the
issuance  of  the  Securities.

c.     CONCERNING  THE  COMMON  STOCK  AND THE WARRANTS.  The Series B Preferred
Stock,  the Series C Preferred Stock, the Warrants and the Common Stock issuable
upon conversion of the Series B Preferred Stock and the Series C Preferred Stock
and upon exercise of the Warrants when issued, shall be duly and validly issued,
fully  paid  and  non-assessable,  and  will  not  subject the holder thereof to
personal  liability  by  reason  of  being  such  a  holder.
d.     AUTHORIZED  SHARES.  Upon the filing of a Certificate of Amendment to the
Company's  Articles  of  Incorporation, in the form of Exhibit C attached hereto
(the  "Certificate of Amendment"), increasing the number of authorized shares of
Common Stock with the Secretary of the State of the State of Nevada, the Company
shall  have  available  a sufficient number of authorized and unissued shares of
Common  Stock as may be necessary to effect conversion of the Series B Preferred
Stock  and  the Series C Preferred Stock and the exercise of the Warrants.  Each
of  the  Company  and  the  Insider understands and acknowledges the potentially
dilutive  effect  to  the Common Stock of the issuance of shares of Common Stock
upon  the  conversion of the Series B Preferred Stock and the Series C Preferred
Stock  and  the  exercise of the Warrants. The Company further acknowledges that
its  obligation  to issue shares of Common Stock upon conversion of the Series B
Preferred  Stock  and  the  Series  C  Preferred  Stock and upon exercise of the
Warrants  is  absolute  and unconditional regardless of the dilutive effect that
such  issuance  may have on the ownership interests of other stockholders of the
Company.

e.     LEGALITY.  The Company has the requisite corporate power and authority to
enter  into  this  Agreement,  and  to  issue and deliver the Series B Preferred
Stock,  the  Series C Preferred Stock the Warrants and the Common Stock issuable
upon conversion of the Series B Preferred Stock and the Series C Preferred Stock
and  the  exercise  of  the  Warrants.

f.     TRANSACTION  AGREEMENTS.  This  Agreement,  the  Series  B Certificate of
Designation, the Warrants, the Registration Rights Agreement (as defined below),
the  New  Lock-Up Agreements (as defined below), the Shareholders' Agreement (as
defined  below),  the Series C Certificate of Designation (as defined below) and
the  Promissory  Note,  of even date herewith, by the Company for the benefit of
Insider  (collectively,  the  "Primary  Documents"),  and  the  transactions
contemplated  hereby  and  thereby, have been duly and validly authorized by the
Company;  this Agreement has been duly executed and delivered by the Company and
this  Agreement is, and the other Primary Documents, when executed and delivered
by  the  Company,  will  each  be, a valid and binding agreement of the Company,
enforceable in accordance with their respective terms, except to the extent that
enforcement  of  each  of  the  Primary  Documents may be limited by bankruptcy,
insolvency,  reorganization,  moratorium, fraudulent conveyance or other similar
laws  now  or hereafter in effect relating to creditors' rights generally and to
general  principles  of  equity.

g.     FINANCIAL STATEMENTS.  The financial statements and related notes thereto
contained  in  the  Company's  filings  with  the  Commission  (the  "Company
Financials")  are  correct  and  complete in all material respects and have been
prepared  in  accordance  with  United  States  generally  accepted  accounting
principles  applied  on  a basis consistent throughout the periods indicated and
consistent  with  each  other.  The  Company  Financials  present  fairly  and
accurately  the  financial condition and operating results of the Company in all
material  respects  as  of  the  dates and during the periods indicated therein.
Except  as  disclosed in Schedule 3(g) attached hereto, since December 31, 1998,
there  has  been  no  change  in any accounting policies, principles, methods or
practices, including any change with respect to reserves (whether for bad debts,
contingent liabilities or otherwise), of the Company or any of its subsidiaries.

h.     COMMISSION  FILINGS.  The  Company has furnished or made available to the
Purchaser  true  and  complete copies of all the documents it has filed with the
Commission  since  its  inception,  all  in  the  forms  so  filed.  As of their
respective  filing  dates,  such  filings  already filed by the Company or to be
filed  by  the  Company  after the date hereof but before the First Closing Date
complied  or,  if  filed  after  the  date  hereof,  will comply in all material
respects with the requirements of the Securities Act and the Securities Exchange
Act  of  1934, as amended (the "Exchange Act"), and the rules and regulations of
the  Commission thereunder, as the case may be, and none of the filings with the
Commission  contained or will contain any untrue statement of a material fact or
omitted  or  will  omit  any  material  fact  required  to  be stated therein or
necessary  to make the statements made therein, in light of the circumstances in
which  they  were  made,  not misleading, except to the extent such filings have
been all prior to the date of this Agreement corrected, updated or superseded by
a  document  subsequently  filed  with  Commission.

i.     NON-CONTRAVENTION.  The execution and delivery of this Agreement and each
of  the  other  Primary  Documents,  and  the consummation by the Company of the
transactions  contemplated  by  this  Agreement  and  each  of the other Primary
Documents,  do  not  and  will  not  conflict with, or result in a breach by the
Company  of,  or  give  any  third party any right of termination, cancellation,
acceleration  or  modification  in  or  with  respect  to,  any  of the terms or
provisions of, or constitute a default under, (A) its Articles of Incorporation,
Certificate of Designation or Bylaws of the Company, as amended through the date
hereof,  (B)  any  material  indenture,  mortgage, deed of trust, lease or other
agreement  or instrument to which the Company or its subsidiaries are a party or
by  which  they  or  any  of  their  properties  or assets are bound, or (C) any
existing  applicable law, rule, or regulation or any applicable decree, judgment
or  order  of  any  court  or  federal,  state,  securities  industry or foreign
regulatory  body,  administrative  agency, or any other governmental body having
jurisdiction  over  the Company, its subsidiaries, or any of their properties or
assets  (collectively,  "Legal  Requirements"), other than those which have been
waived  or  satisfied  on  or  prior  to  the  First  Closing  Date.

j.     APPROVALS  AND  FILINGS.  Other  than the completion of the filing of the
Certificate of Amendment, the Series B Certificate of Designation and the Series
C  Certificate  of  Designation,  no  authorization,  approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, stock
exchange or market or the stockholders of the Company is required to be obtained
by  the  Company for the entry into or the performance of this Agreement and the
other  Primary  Documents.

k.     COMPLIANCE WITH LEGAL REQUIREMENTS.  Except as disclosed in Schedule 3(k)
attached hereto, neither the Company nor any of its subsidiaries has violated in
any  material respect, and is not currently in material default under, any Legal
Requirement  applicable  to the Company or such subsidiary, or any of the assets
or  properties  of  the  Company  or such subsidiary, where such violation could
reasonably  be  expected  to  have  material  adverse  effect on the business or
financial  condition  of  the  Company  or  such  subsidiary.

l.     ABSENCE  OF  CERTAIN  CHANGES.  Since  December  31,  2001  and except as
previously  disclosed  to  the  Purchaser and listed on Schedule 3(l), there has
been  no  material  adverse  change  nor any material adverse development in the
business,  properties,  operations,  financial condition, prospects, outstanding
securities or results of operations of the Company, and no event has occurred or
circumstance  exists  that  may  result  in  such  a  material  adverse  change.

m.     INDEBTEDNESS  TO  OFFICERS,  DIRECTORS  AND  SHAREHOLDERS.  Except as set
forth  on  Schedule  3(m)  attached  hereto,  neither the Company nor any of its
subsidiaries  is  indebted  to  any  of  such entity's shareholders, officers or
directors  (or  to members of their immediate families) in any amount whatsoever
(including,  without limitation, any deferred compensation or salaries payable).

n.     RELATIONSHIPS  WITH  RELATED  PERSONS.  To  the Knowledge of the Company,
except  as  set forth in Schedule 3(n) attached hereto, no officer, director, or
principal  shareholder of the Company or any of its subsidiaries nor any Related
Person  (as  defined  below)  of any of the foregoing has, or since December 31,
1998 has had, any interest in any property (whether real, personal, or mixed and
whether  tangible  or  intangible)  used in or pertaining to the business of the
Company  or  any  of  its  subsidiaries.  Except  as  set forth in Schedule 3(n)
attached  hereto,  no officer, director, or principal shareholder of the Company
or  any  of  its subsidiaries nor any Related Person of the any of the foregoing
is,  or  since  December  31,  1998  has  owned  an equity interest or any other
financial  or  profit  interest in, a Person (as defined below) that has (i) had
business  dealings  or a material financial interest in any transaction with the
Company  or  any  of  its  subsidiaries, or (ii) engaged in competition with the
Company  or  any of its subsidiaries with respect to any line of the merchandise
or  services  of  such  company (a "Competing Business") in any market presently
served  by  such  company  except  for ownership of less than one percent of the
outstanding  capital  stock of any Competing Business that is publicly traded on
any  recognized exchange or in the over-the-counter market.  Except as set forth
in Schedule 3(n) attached hereto, no director, officer, or principal shareholder
of  the  Company or any of its subsidiaries nor any Related Person of any of the
foregoing  is  a  party to any Contract with, or has claim or right against, the
Company  or  any of its subsidiaries.  As used in this Agreement, "Person" means
any  individual,  corporation (including any non-profit corporation), general or
limited  partnership,  limited  liability company, joint venture, estate, trust,
association,  organization,  labor  union,  or  other entity or any governmental
body;  "Related  Person" means, (X) with respect to a particular individual, (a)
each other member of such individual's Family (as defined below); (b) any Person
that  is  directly  or  indirectly  controlled by such individual or one or more
members  of such individual's Family; (c) any Person in which such individual or
members  of  such  individual's Family hold (individually or in the aggregate) a
Material  Interest  (as defined below); and (d) any Person with respect to which
such  individual  or one or more members of such individual's Family serves as a
director, officer, partner, executor, or trustee (or in a similar capacity); (Y)
with respect to a specified Person other than an individual, (a) any Person that
directly  or indirectly controls, is directly or indirectly controlled by, or is
directly  or indirectly under common control with such specified Person; (b) any
Person  that holds a Material Interest in such specified Person; (c) each Person
that  serves  as  a  director,  officer,  partner,  executor, or trustee of such
specified  Person  (or  in  a  similar  capacity);  (d) any Person in which such
specified Person holds a Material Interest; (e) any Person with respect to which
such  specified Person serves as a general partner or a trustee (or in a similar
capacity);  and (f) any Related Person of any individual described in clause (b)
or  (c).  For  purposes  of  the  foregoing  definition,  (a) the "Family" of an
individual  includes (i) the individual, (ii) the individual's spouse and former
spouses,  (iii) any other natural person who is related to the individual or the
individual's  spouse within the second degree, and (iv) any other natural person
who  resides  with  such individual, and (b) "Material Interest" means direct or
indirect  beneficial ownership (as defined in Rule 13d-3 under the Exchange Act)
of  voting  securities or other voting interests representing at least 1% of the
outstanding  voting  power  of  a  Person  or  equity securities or other equity
interests  representing  at  least  1%  of  the outstanding equity securities or
equity  securities  in  a  Person.

o.     FULL DISCLOSURE.  To the Knowledge of the Company, there is no fact known
to  the  Company  (other  than  general  economic conditions known to the public
generally)  that  has  not  been  disclosed  to  the  Purchaser  that  could (i)
reasonably  be  expected  to  have  a material adverse effect upon the condition
(financial or otherwise) or the earnings, business affairs, properties or assets
of  the  Company  or  any  of its subsidiaries or (ii) reasonably be expected to
materially  and  adversely  affect  the  ability  of  the Company to perform the
obligations  set  forth  in  the  Primary  Documents.  The  representations  and
warranties  of the Company set forth in this Agreement do not contain any untrue
statement  of  a  material  fact or omit any material fact necessary to make the
statements contained herein, in light of the circumstances under which they were
made,  not  misleading.

p.     TITLE TO PROPERTIES; LIENS AND ENCUMBRANCES.  Each of the Company and its
subsidiaries has good and marketable title to all of its material properties and
assets,  both  real  and  personal,  and  has  good  title  to all its leasehold
interests.  Except  as  disclosed in Schedule 3(p) attached hereto, all material
properties  and assets reflected in the Company Financials are free and clear of
all  Encumbrances (as defined below) except liens for current Taxes not yet due.
As  used  in  this  Agreement,  "Encumbrance" means any charge, claim, community
property  interest,  condition,  equitable  interest,  lien,  pledge,  security
interest,  right  of  first  refusal,  or restriction of any kind, including any
restriction  on  use,  voting,  transfer,  receipt of income, or exercise of any
other  attribute  of  ownership.

q.     PATENTS  AND  OTHER PROPRIETARY RIGHTS.  The Company has sufficient title
and  ownership  of  all  patents,  trademarks,  service  marks,  trade  names,
copyrights,  trade  secrets,  information,  proprietary  rights  and  processes
necessary for the conduct of its business as now conducted and as proposed to be
conducted, and to the Knowledge of the Company, such business does not and would
not  conflict  with  or  constitute  an  infringement  on  the rights of others.

r.     PERMITS.  Each  of  the  Company  and  its  subsidiaries has all permits,
licenses  and any similar authority necessary for the conduct of its business as
now  conducted,  the  lack  of  which  would materially and adversely affect the
business or financial condition of such company.  Neither the Company nor any of
its  subsidiaries  is  in  default  in  any  respect  under any of such permits,
licenses  or  similar  authority.

s.     ABSENCE  OF  LITIGATION.  Except  as  disclosed on Schedule 3(s) attached
hereto, there is no action, suit, proceeding, inquiry or investigation before or
by  any  court, public board or body, or arbitration tribunal pending or, to the
Knowledge  of  the Company or its subsidiaries, threatened, against or affecting
the  Company  or  its  subsidiaries, in which an unfavorable decision, ruling or
finding  would  have  a  material  adverse  effect  on the properties, business,
condition  (financial  or other) or results of operations of the Company and its
subsidiaries,  taken as a whole, or the transactions contemplated by the Primary
Documents, or which would adversely affect the validity or enforceability of, or
the  authority  or  ability of the Company to perform its obligations under, the
Primary  Documents.

t.     NO DEFAULT. Except as disclosed on Schedule 3(t) attached hereto, none of
the  Company and its subsidiaries is in default in the performance or observance
of  any  obligation, covenant or condition contained in any indenture, mortgage,
deed  of  trust  or  other  instrument or agreement to which it is a party or by
which  it  or  its  property  may  be  bound.

u.     TAXES.  Except  as  disclosed  on  Schedule  3(u)  attached  hereto,

1.     All Tax Returns (as defined below) required to have been filed by or with
respect  to  the  Company or any of its subsidiaries (including any extensions).
All  such  Tax  Returns are true, complete and correct in all material respects.
All  Taxes  (as  defined  below)  due  and payable by the Company, or any of its
subsidiaries,  whether  or  not shown on any Tax Return, or claimed to be due by
any  Taxing  Authority,  (as  defined  below)  have  been paid or accrued on the
balance  sheet  included  in  the  Company's  latest filing with the Commission.

2.     Neither  the  Company  nor  any  of  its  subsidiaries  has  any material
liability  for Taxes outstanding other than as reflected in the balance sheet in
the  interim financial statements of the Company for the nine-month period ended
on March 31, 2002 (the "Interim Financial Statements") or incurred subsequent to
the date of the Interim Financial Statements in the ordinary course of business.
The unpaid Taxes of the Company and its subsidiaries (i) did not, as of the most
recent fiscal month end, exceed by any material amount the reserve for liability
for income tax (other than the reserve for deferred taxes established to reflect
timing  differences  between  book  and tax income) set forth on the face of the
balance  sheet  included  in  the Interim Financial Statements and (ii) will not
exceed  by  any  material  amount  that  reserve  as  adjusted for operation and
transactions  through  the  First  Closing  Date.

3.     Neither  the  Company  nor  any  of  its  subsidiaries  is a party to any
agreement  extending the time within which to file any Tax Return.  No claim has
ever been made by a Taxing Authority of any jurisdiction in which the Company or
any  of  its  subsidiaries  does  not  file Tax Returns that the Company or such
subsidiary  is  or  may  be  subject  to  taxation  by  that  jurisdiction.

4.     The  Company  and  each  of subsidiaries have withheld and paid all Taxes
required to have been withheld and paid in connection with amounts paid or owing
to  any  employee,  creditor  or  independent  contractor.

5.     There  has  been  no  action  by  any Taxing Authority in connection with
assessing  additional  Taxes  against or in respect of the Company or any of its
subsidiaries  for  any past period.  There is no dispute or claim concerning any
Tax  liability  of  the  Company  or any of its subsidiaries either (i) claimed,
raised  or,  to the Knowledge of the Company, threatened by any Taxing Authority
or (ii) which the Company is otherwise aware.  There are no liens for Taxes upon
the  assets  and properties of the Company or any of its subsidiaries other than
liens  for Taxes not yet due.  Schedule 3(u) attached hereto indicates those Tax
Returns,  if  any,  of  the Company, and each of its subsidiaries that have been
audited  or  examined  by Taxing Authorities, and indicates those Tax returns of
the  Company  and of its subsidiaries that currently are the subject of audit or
examination.  The  Company  has  made  available  to  the Purchaser complete and
correct copies of all federal, state, local and foreign income Tax Returns filed
by,  and  all  Tax  examination  reports and statements of deficiencies assessed
against  or  agreed  to  by,  the  Company and any of its subsidiaries since the
fiscal  year  ended  December  31,  2001.

6.     There  are  no  outstanding agreements or waivers extending the statutory
period  of  limitation applicable to any Tax Returns required to be filed by, or
which  include  or  are treated as including, the Company or with respect to any
Tax  assessment  or deficiency affecting the Company or any of its subsidiaries.

7.     The  Company  has  not  received  any  written ruling related to Taxes or
entered  into  any  agreement  with  a  Taxing  Authority  relating  to  Taxes.

8.     The  Company  does  not have any liability for the Taxes of any person or
entity  other  than  the  Company  (i)  under  Section  1.1502-6 of the Treasury
regulations  (or  any  similar  provision  of  state,  local  or  foreign  Legal
Requirements),  (ii)  as  a  transferee  or successor, (iii) by contract or (iv)
otherwise.

9.     The  Company  (i)  has  not  agreed  to  make nor is required to make any
adjustment  under Section 481 of the Internal Revenue Code by reason of a change
in  accounting  method  and  (ii)  is  not a "consenting corporation" within the
meaning  of  Section  341(f)(1)  of  the  Internal  Revenue  Code.

10.     The  Company is not a party to or bound by any obligations under any tax
sharing,  tax  allocation,  tax  indemnity  or similar agreement or arrangement.

11.     The  Company  is  not  involved  in, subject to, or a party to any joint
venture,  partnership,  contract  or  other  arrangement  that  is  treated as a
partnership  for  federal,  state,  local  or  foreign  Tax  purposes.

12.     The Company was not included nor is includible, in the Tax Return of any
other  entity.
As  used in this Agreement, a "Tax Return" means any return, report, information
return,  schedule,  certificate,  statement  or  other  document  (including any
related or supporting information) filed or required to be filed with, or, where
none  is  required  to  be filed with a Taxing Authority, the statement or other
document  issued  by, a Taxing Authority in connection with any Tax; "Tax" means
any  and  all  taxes,  charges,  fees,  levies  or other assessments, including,
without  limitation, income, gross, receipts, excise, real or personal property,
sales,  withholding, social security, retirement, unemployment, occupation, use,
service,  service  use,  license,  net  wroth,  payroll, franchise, transfer and
recording taxes, fees and charges, imposed by Taxing Authority, whether computed
on a separate, consolidated, unitary, combined or any other basis; and such term
includes  any  interest whether paid or received, fines, penalties or additional
amounts  attributable  to,  or imposed upon, or with respect to, any such taxes,
charges,  fees,  levies  or  other assessments; and "Taxing Authority" means any
governmental  agency, board, bureau, body, department or authority of any United
States  federal, state or local jurisdiction or any foreign jurisdiction, having
or  purporting  to  exercise  jurisdiction  with  respect  to  any  Tax.

v.     CERTAIN  PROHIBITED  ACTIVITIES.  Neither the Company nor any of its
directors,  officers  or  other employees has (i) used any Company funds for any
unlawful  contribution,  endorsement,  gift,  entertainment  or  other  unlawful
expense  relating  to  any  political activity, (ii) made any direct or indirect
unlawful payment of Company funds to any foreign or domestic government official
or  employee,  (iii) violated or is in violation of any provision of the Foreign
Corrupt  Practices  Act  of  1977,  as  amended, or (iv) made any bribe, rebate,
payoff,  influence  payment,  kickback  or  other similar payment to any person.

w.     CONTRACTS;  NO  DEFAULTS.  Schedule  3(w)  attached  hereto  contains  a
complete  and accurate list, and the Company has made available to the Purchaser
true  and  complete  copies,  of:

1.     each  Applicable Contract (as defined below) that involves performance of
services  or  delivery  of goods or materials of an amount or value in excess of
$25,000;

2.     each Applicable Contract that was not entered into in the ordinary course
of  business  or is not cancelable by the Company or a subsidiary of the Company
with  no  penalty  upon  advance  notice  of  30  days or less and that involves
expenditures or receipts of the Company or its subsidiaries in excess of $5,000;

3.     each  lease,  rental  or  occupancy  agreement,  license, installment and
conditional  sale  agreement,  and  other  Applicable  Contract  affecting  the
ownership  of,  leasing of, title to, use of, or any leasehold or other interest
in,  any  real  or  personal  property  (except  personal  property  leases  and
installment  and  conditional  sales  agreements  having  a  value  per  item or
aggregate  payments  of  less than $5,000 and with terms of less than one year);

4.     each  joint  venture, partnership, and other Applicable Contract (however
named)  involving  a  sharing  of  profits, losses, costs, or liabilities by the
Company  or  any  of  its  subsidiaries  with  any  other  person  or  entity;

5.     each  Applicable Contract containing covenants that in any way purport to
restrict the business activity of any of the Company and its subsidiaries or any
affiliate  of  the  foregoing or limit the freedom of any of the Company and its
subsidiaries or any affiliate of the foregoing to engage in any line of business
or  to  compete  with  any  person  or  entity;

6.     each  employment  or  consulting  agreement  of  the  Company  and  its
subsidiaries;

7.     each  Applicable  Contract  providing for payments to or by any person or
entity  based  on  sales,  purchases, or profits, other than direct payments for
goods;

8.     each  power  of  attorney  executed  by  any  of  the  Company  and  its
subsidiaries  that  is  currently  effective  and  outstanding;

9.     each  Applicable  Contract entered into other than in the ordinary course
of  business  that contains or provides for an express undertaking by any of the
Company  and  its  subsidiaries  to  be  responsible  for consequential damages;

10.     each  Applicable Contract for capital expenditures in excess of $25,000;

11.     each  written  warranty,  guaranty,  and  other similar undertaking with
respect  to  contractual  performance  extended  by  any  of the Company and its
subsidiaries  other  than  in  the  ordinary  course  of  business;  and

12.     each  amendment,  supplement, and modification (whether oral or written)
in  respect  of  any  of  the  foregoing.
As used in this Agreement, "Contract" means any agreement, contract, obligation,
promise, or undertaking (whether written or oral and whether express or implied)
that  is  legally  binding;  "Applicable  Contract" means any Contract (a) under
which  any of the Company or its subsidiaries has or may acquire any rights, (b)
under  which any of the Company or its subsidiaries has or may become subject to
any  obligation  or  liability,  or  (c)  by  which  any  of  the Company or its
subsidiaries  or  any  of the assets owned or used by it is or may become bound.
Except  as  set  forth in Schedule 3(w) attached hereto, (i) each of the Company
and  its  subsidiaries  is,  and  has  been,  in  material  compliance  with all
applicable  terms and requirements of each Contract under which such company has
or had any obligation or liability or by which such company or any of the assets
owned  or used by such company is or was bound; (ii) each other person or entity
that  has  or had any obligation or liability under any Contract under which any
of  the  Company and its subsidiaries has or had any rights is, and has been, in
material compliance with all applicable terms and requirements of such Contract;
(iii)  no event has occurred or circumstance exists that (with or without notice
or  lapse  of  time)  may  contravene,  conflict  with,  or result in a material
violation or breach of, or give any of the Company and its subsidiaries or other
person or entity the right to declare a default or exercise any remedy under, or
to  accelerate  the  maturity  or  performance  of,  or to cancel, terminate, or
modify,  any  Applicable  Contract;  and  (iv)  none  of  the  Company  and  its
subsidiaries has given to or received from any other person or entity any notice
or  other communication (whether oral or written) regarding any actual, alleged,
possible,  or  potential violation or breach of, or default under, any Contract.
Each Applicable Contract is valid, in full force, and binding on and enforceable
against the other party or parties to such contract in accordance with its terms
and  provisions.
Except as disclosed on Schedule 3(w) attached hereto, there are no renegotiation
of,  attempts  to renegotiate, or outstanding rights to renegotiate any material
amounts paid or payable to any of the Company and its subsidiaries under current
or  completed  Contracts  with any person or entity and, to the Knowledge of the
Company,  no  such  person  or  entity  has  made  written  demand  for  such
renegotiation.
The Contracts relating to the sale, design, or provision of products or services
by the Company or any of its subsidiaries have been entered into in the ordinary
course  of business and have been entered into without the commission of any act
alone or in concert with any other person or entity, or any consideration having
been  paid  or  promised,  that  is  or  would  be  in  violation  of  any Legal
Requirement.

x.     AGENT FEES.  Except for a 3.33% placement fee paid to the Purchaser,
the Company has not incurred any liability for any finder's or brokerage fees or
agent's  commissions  in  connection  with the transactions contemplated by this
Agreement.

y.     INSURANCE.  Schedule  3(y)  attached hereto sets forth a true and correct
list  of all the insurance policies covering the business, properties and assets
of the Company and its subsidiaries presently in force (including as to each (i)
risk  insured against, (ii) name of carrier, (iii) policy number, (iv) amount of
coverage, (v) amount of premium, (vi) expiration date and (vii) the property, if
any,  insured).  All  of  the  insurance  policies  set  forth  on Schedule 3(y)
attached hereto are in full force and effect and all premiums, retention amounts
and  other  related expenses due have been paid, and neither the Company nor any
of its subsidiaries has received any written notice of cancellation with respect
to  any  of  the  policies.  Such  policies,  taken  together,  provide adequate
insurance  coverage  for  the  assets  and the operations of the Company and its
subsidiaries for all risks normally insured against by companies carrying on the
same  business  or  businesses  as  the  Company  and  its  subsidiaries.

z.     EMPLOYEES.  Schedule  3(z)  attached hereto is a true and correct list of
all  employees  of  the  Company and its subsidiaries and includes their accrued
vacation  and  sick  pay,  the  nature  of their duties and the amounts of their
compensations  (including  deferred  compensation).

aa.     EMPLOYEE  BENEFITS.

1.     Except  as  disclosed  on  Schedule  3(aa)  and  except Plans (as defined
below),  administered  by  third  parties,  that  provide  group health coverage
(medical  and  dental),  (i) neither the Company nor any of its ERISA Affiliates
(as  defined  below) maintains or sponsors (or ever maintained or sponsored), or
makes  or  is  required  to  make  contributions  to,  any  Plans;

2.     With  respect  to  each  Plan  which  provides  health care coverage, the
Company  and each of its ERISA Affiliates have complied in all material respects
with  (i)  the  applicable health care continuation and notice provisions of the
Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985  ("COBRA"), and the
applicable  COBRA regulations and (ii) the applicable requirements of the Health
Insurance  Portability  and  Accountability  Act  of  1996  and  the regulations
thereunder,  and  neither  the  Company nor any ERISA Affiliate has incurred any
liability  under  Section  4980B  of  the  Internal  Revenue  Code;

3.     Other  than  routine  claims  for  benefits under the Plans, there are no
pending, or, to the Knowledge of the Company, threatened, actions or proceedings
involving  the  Plans, or the fiduciaries, administrators, or trustees of any of
the  Plans  or  the  Company  or  any of its ERISA Affiliates as the employer or
sponsor  under  any  Plan,  with  any governmental agency, any participant in or
beneficiary of any Plan or any other person whatsoever.  The Company knows of no
reasonable  basis  for  any  such  claim,  lawsuit,  dispute,  or  controversy.
As used in this Agreement, "Plan" means (i) each of the "employee benefit plans"
(as  such  term  is  defined  in  Section 3(3) of the Employee Retirement Income
Security  Act  of  1974 ("ERISA")), of which any of the Company or any member of
the  same  controlled  group  of businesses as the Company within the meaning of
Section  4001(a)(14) of ERISA (an "ERISA Affiliate") is or ever was a sponsor or
participating employer or as to which the Company or any of its ERISA Affiliates
makes  contributions  or is required to make contributions, and (ii) any similar
employment,  severance  or  other arrangement or policy of any of the Company or
any  of  its  ERISA  Affiliates  (whether written or oral) providing for health,
life, vision or dental insurance coverage (including self-insured arrangements),
workers'  compensation, disability benefits, supplemental unemployment benefits,
vacation  benefits  or  retirement  benefits,  fringe  benefits,  or  for profit
sharing,  deferred  compensation,  bonuses, stock options, stock appreciation or
other forms of incentive compensation or post-retirement insurance, compensation
or  benefits.

bb.     PRIVATE  OFFERING.  Subject  to  the  accuracy  of  the Purchaser's
representations  and  warranties  set  forth in Section 2 hereof, (i) the offer,
sale  and  issuance  of  the Series B Preferred Stock and the Warrants, (ii) the
issuance  of  Common  Stock  pursuant  to the conversion and/or exercise of such
securities  into  shares  of  Common  Stock, each as contemplated by the Primary
Documents,  are exempt from the registration requirements of the Securities Act.
The Company agrees that neither the Company nor anyone acting on its behalf will
offer  any  of  the  Series  B  Preferred  Stock,  the  Warrants  or any similar
securities for issuance or sale, or solicit any offer to acquire any of the same
from  anyone so as to render the issuance and sale of such securities subject to
the  registration  requirements  of  the  Securities  Act.  The  Company has not
offered  or  sold  the  Series  B Preferred Stock or the Warrants by any form of
general  solicitation  or  general  advertising,  as such terms are used in Rule
502(c)  under  the  Securities  Act.

cc.     MERGERS, ACQUISITIONS AND DIVESTITURES.  Except as set forth on Schedule
3(cc)  attached  hereto,  none  of  the  Company  and  its subsidiaries has ever
acquired any equity interest in or any major assets of any other Person, or sold
the equity interest in any of its subsidiaries or any major asset owned by it or
any  of  its  subsidiaries, in a deal the terms of which were not based on arms'
length  negotiations.  Except as set forth on Schedule 3(cc) attached hereto, to
the Knowledge of the Company, none of the Insider and the officers and directors
of  the  Company or its subsidiaries has received any benefit in connection with
any  of  the  foregoing  transactions or is under any agreement or understanding
with  any  Person (including agreements or understandings among themselves) with
respect  to  the  receipt  of  or  entitlement  to  any  such  benefit.

4.     CERTAIN  COVENANTS,  ACKNOWLEDGMENTS  AND  RESTRICTIONS

a.     TRANSFER  RESTRICTIONS.  Each  of  the  Purchaser  and  the  Insider
acknowledges  that,  (i)  neither  the  Series  B  Preferred Stock, the Series C
Preferred  Stock,  the Warrants nor the Common Stock issuable upon conversion of
the Series B Preferred Stock or the Series C Preferred Stock or upon exercise of
the  Warrants have been registered under the Securities Act, and such securities
may not be transferred unless (A) subsequently registered thereunder or (B) they
are  transferred  pursuant  to an exemption from such registration, and (ii) any
sale of the Series B Preferred Stock, the Series C Preferred Stock, the Warrants
or  the  Common  Stock  issuable  upon  conversion, exercise or exchange thereof
(collectively,  the  "Securities")  made  in  reliance  upon  Rule 144 under the
Securities  Act  ("Rule  144")  may be made only in accordance with the terms of
said  Rule  144.  The  provisions of Section 4(a) and 4(b) hereof, together with
the  rights  of  the  Purchaser  or  the Insider, as the case may be, under this
Agreement  and the other Primary Documents, shall be binding upon any subsequent
transferee  of the Series B Preferred Stock and the Series C Preferred Stock and
the  Warrants.

b.     RESTRICTIVE  LEGEND.  Each  of the Purchaser and Insider acknowledges and
agrees  that, until such time as the Securities shall have been registered under
the  Securities  Act  or  the  Purchaser  or  the  Insider,  as the case may be,
demonstrates  to the reasonable satisfaction of the Company and its counsel that
such registration shall no longer be required, such Securities may be subject to
a  stop-transfer  order placed against the transfer of such Securities, and such
Securities  shall bear a restrictive legend in substantially the following form:
THESE  SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN  THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  AS  TO  THE  SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH  REGISTRATION  SHALL  NO  LONGER  BE  REQUIRED.

c.     FILINGS.  The  Company  undertakes  and agrees that it will make all
required  filings in connection with the sale of the Securities to the Purchaser
and the Insider as required by federal and state laws and regulations, or by any
domestic securities exchange or trading market, and if applicable, the filing of
a notice on Form D (at such time and in such manner as required by the Rules and
Regulations  of  the Commission), and to provide copies thereof to the Purchaser
and  the  Insider  promptly after such filing or filings.  With a view to making
available  to  the  holders  of  the Securities the benefits of Rule 144 and any
other  rule  or  regulation  of  the Commission that may at any time permit such
holder  to  sell securities of the Company to the public without registration or
pursuant  to  a  registration on Form S-3 or Form SB-2, the Company shall (a) at
all  times  make  and  keep  public  information  available,  as those terms are
understood  and  defined  in  Rule  144,  (b)  file  on  a timely basis with the
Commission  all  information  that  the  Commission  may require under either of
Section  13  or Section 15(d) of the Exchange Act and, so long as it is required
to  file  such information, take all actions that may be required as a condition
to  the  availability  of Rule 144 (or any successor exemptive rule hereafter in
effect)  with  respect to the Common Stock; and (d) furnish to any holder of the
Securities  forthwith  upon request (i) a written statement by the Company as to
its  compliance  with the reporting requirements of Rule 144, (ii) a copy of the
most  recent  annual  or  quarterly  report  of  the  Company  as filed with the
Commission,  and  (iii)  any  other  reports  and documents that a holder of the
Securities  may  reasonably  request  in  order  to  avail itself of any rule or
regulation  of  the  Commission allowing such holder to sell any such Securities
without  registration.

d.     RESERVATION  OF  COMMON  STOCK.  Upon  the  filing  of the Certificate of
Amendment,  the  Company  will at all times have authorized and reserved for the
purpose of issuance a sufficient number of shares of Common Stock to provide for
the  conversion of the Series B Preferred Stock and the Series C Preferred Stock
and  the  exercise  of  the  Warrants.

e.     REGISTRATION  REQUIREMENT.  Concurrently  with  the  execution  of  this
Agreement,  holders  of  the  Securities  and  the  Company  shall  execute  a
registration  rights  agreement  in  the  form attached hereto as Exhibit D (the
"Registration  Rights  Agreement").

f.     LOCK-UPS.  The Purchaser and the Insider shall execute, concurrently with
the  execution  of  this Agreement, a Shareholders' Agreement (as defined below)
substantially  in  the  form  as  attached hereto as Exhibit E. In addition, the
Company  shall  have obtained lock-up agreements (the "New Lock-Up Agreements"),
substantially in the form of Exhibit F attached hereto, with a sufficient number
of  shareholders  representing  a  minimum of 12,000,000 shares of Common Stock.
The  Company  shall  not  waive  any  restriction  under  any of the New Lock-Up
Agreements  or  otherwise consent to any such waiver without the express written
approval  in  advance  by  the  Purchaser, which approval can be withheld by the
Purchaser  in  its  sole  and  absolute  discretion.

g.     RESTRUCTURE  OF  DEBT.

     1.     The  Company  and the Insider shall restructure all of the debt held
by  the Insider for which the Company is the debtor ("Insider Debt") as follows:

A.     $400,000  of  Insider  Debt shall be exchanged for 400,000 shares of
the  Series  B  Preferred  Stock  and  a warrant to purchase 4,000,000 shares of
Common  Stock  on  the  same  terms  as  the  Warrants;

B.     $700,000 of Insider Debt shall be exchanged for Series C Preferred Stock,
as  described  in  the  certificate  of  designation for such preferred stock in
Exhibit  G  attached  hereto  (the  "Series  C Certificate of Designation"); and

C.     The  remaining  balance  of  the  Insider  Debt  shall be exchanged for a
promissory  note,  bearing interest at the annual rate of 9.0%, substantially in
the  form  as  attached  hereto  as  Exhibit  H.

2.     The  Company  shall  use its best efforts to restructure the debt to
First  Bank & Trust in the approximate amount of $636,000 to be repaid such that
(i)  not more than 50% of the outstanding principal balance at the First Closing
Date  shall  be  repaid  prior to June 30, 2002 and  (ii) 50% of the outstanding
principal  balance  at the First Closing Date shall be repaid prior to September
30,  2002.

3.     The  Company shall use its best efforts to restructure the debt to A-Mark
Auction  Galleries, Inc. in the approximate amount of $400,000 to be repaid such
that  (i)  not  more  than 25% of the outstanding principal balance at the First
Closing  Date  shall  be  repaid  prior  to  June  30,  2002;  (ii)  25%  of the
outstanding principal balance at the First Closing Date shall be repaid prior to
September  30,  2002;  and (iii) 50% of the outstanding principal balance at the
First  Closing  Date  shall  be  repaid  prior  to  December  31,  2002.

h.     GOCOINS  VENTURE.  The  Company  shall  use  its  best  efforts  to
coordinate  the  Company's business activity of GoCoins.com, by Internet link or
other  beneficial  referral,  to  GoAntiques.com, a venture owned in part by the
Purchaser.  The Company shall negotiate in good faith with GoAntiques.com for an
appropriate  compensation arrangement between the Company and GoAntiques.com for
the  coordination  of the business activity of GoCoins.com with GoAntiqiues.com.

 i.     RETURN  OF  CERTIFICATES  ON  CONVERSION  AND  WARRANTS ON EXERCISE.

 1.     Upon any conversion by the Purchaser or the Insider of less than all
of  the Series B Preferred Stock or the Series C Preferred Stock, as applicable,
pursuant to the terms of the respective certificates of designation, the Company
shall  issue  and  deliver  to the Purchaser or the Insider, as the case may be,
within  7  business  days  of  the  date  of  conversion,  a  new certificate or
certificates  for,  as  applicable,  the  total number of shares of the Series B
Preferred  Stock  or Series C Preferred Stock, in each case, which the Purchaser
or  the  Insider,  as  the case may be, has not yet elected to convert (with the
number  of  and  denomination  of  such  new  certificate(s)  designated  by the
Purchaser  or  the  Insider,  as  the  case  may  be).

2.     Upon  any  partial  exercise  by  the  Purchaser  or  the  Insider of the
Warrants,  the  Company shall issue and deliver to the Purchaser or the Insider,
as  applicable,  within  7  business  days  of the date on which the Warrants is
exercised,  a  new Warrants representing the number of adjusted shares of Common
Stock  covered  thereby,  in  accordance  with  the  terms  thereof.

j.     REPLACEMENT  CERTIFICATES  AND  WARRANTS.

1.     The certificate(s) representing the shares of the Series B Preferred
Stock  or the Series C Preferred Stock, held by the Purchaser or the Insider, as
applicable,  shall  be  exchangeable,  at  the  option  of  the Purchaser or the
Insider,  as the case may be, at any time and from time to time at the office of
Company,  for  certificates  with  different  denominations  representing,  as
applicable,  an equal aggregate number of shares of the Series B Preferred Stock
or  Series  C  Preferred Stock, as requested by the Purchaser or the Insider, as
the case may be, upon surrendering the same.  No service charge will be made for
such  registration  or  transfer  or  exchange.

2.     The  Warrants will be exchangeable, at the option of the Purchaser or the
Insider,  as  applicable, at any time and from time to time at the office of the
Company,  for  other  Warrants  of  different denominations entitling the holder
thereof  to  purchase in the aggregate the same number of shares of Common Stock
as are purchasable under such Warrants.  No service charge will be made for such
transfer  or  exchange.

   k.     AMENDMENT  TO ARTICLES OF INCORPORATION. As soon as practible but in
no  event  later than 45 days from the date of this Agreement, the Company shall
amend  its  articles  of  incorporation  to increase the number of authorized of
Common  Stock  to 250,000,000 shares in the form of the Certificate of Amendment
attached hereto as Exhibit C.  Notwithstanding the foregoing, the parties hereto
shall  agree  to  extend  the  time  limitation  as  a result of a review by the
Commission  of  the  Company's  Schedule  14C  Information  Statement.

l.     AMENDMENT  TO  BYLAWS. As soon as practible but in no event later than 45
days  from  the  date  of  this Agreement, the Company shall amend its Bylaws to
decrease  the  number  of  directors  to  5.  Notwithstanding the foregoing, the
parties hereto shall agree to extend the time limitation as a result of a review
by  the  Commission  of  the  Company's  Schedule  14C  Information.

m.     APPROVAL  RIGHTS.  From  the date hereof and until the final closing
date  as  described  in  Section  1(c),  the  Company  shall not take any of the
following  actions  without  the  prior  written consent of the Purchaser, which
consent  will  not  be  unreasonably  withheld  or  delayed:

1.     sell  a  material portion of the assets of the Company or any of its
subsidiaries  or  merge  the  Company  or  any  of its subsidiaries into or with
another  unaffiliated  company;

2.     change  the  articles of incorporation, bylaws or other charter documents
of  the  Company  or  any  of  its  subsidiaries, except as contemplated hereby;

3.     change  substantially  or  materially  the nature of the  business of the
Company  or  any  of  its  subsidiaries;

4.     issue  any  equity  securities  or  securities  convertible  into  equity
securities  of  the  Company or any of its subsidiaries, other than the Series B
Preferred  Stock,  Series  C  Preferred  Stock and the Warrants pursuant to this
Agreement;

5.     make any acquisition or any capital expenditure or agree to a schedule of
spending or payments for assets which, in the aggregate, exceeds or would exceed
$50,000  over  a  consecutive twelve month period, except for the acquisition of
inventory  or  other  related  assets  in  the  ordinary  course  of  business;

6.     enter  into  any  credit  facility  or incur any material amount of debt,
other  than  incurring  obligations  for purchases of inventory or other related
assets  in  the  ordinary  course  of  business;

7.     offer  or  sell  any  securities  of  the  Company  or  its subsidiaries;

8.     expand  the  number  of members of the board of directors of the Company;

9.     declare  or  pay  dividends  or  redeem  securities,  except  for (i) the
dividends  relating to the Series A preferred stock pursuant to the terms of the
relevant  certificate  of  designation;  or (ii) any transaction relating to the
Series  B  Preferred  Stock  or  Warrants;  or

10.     enter  into  or  modify  a  related-party  transaction.

m.     RESIGNATION  AND  REPLACEMENT  OF  BOARD  MEMBERS.  On or before the
First Closing Date, the Company's Board of Directors shall cause the resignation
of  two  of  its  members.  The remaining members of the Board of Directors (the
"Remaining  Board  Members") shall fill the newly created Board vacancies with 2
new  members to be selected by the Purchaser (the "New Board Members") and shall
fill  the one remaining Board vacancy with a member to be mutually determined by
the  Remaining Board Members and the New Board Members.  The members of Board of
Directors  as  set  forth pursuant to this Section 4 (n) shall serve until a new
Board  of  Directors  is  elected  pursuant  to  Section  7  below.

n.     INFORMATION STATEMENT.  As soon as practicable but in no event later
than  45 days from the date of this Agreement, the Company shall file a Schedule
14C Information Statement with the Commission and shall have obtained a majority
consent  of  the  holders of all the outstanding shares of Common Stock prior to
the First Closing Date concerning the amendment of its Articles of Incorporation
in  the  form of the Certificate of Amendment and the amendment of its Bylaws to
reduce  the  number  of  directors  to five and the election of the Nominees (as
defined  below).

5.     CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  ISSUE  THE SHARES AND THE
WARRANT

     The Purchaser understands that the Company's obligation to issue the Series
B  Preferred  Stock  and  the  Warrants  on  each  closing date to the Purchaser
pursuant  to  this Agreement is conditioned upon the following (unless waived by
the  parties):

a.     The  accuracy  on  each  closing  date  of  the  representations and
warranties  of  the  Purchaser  contained  in  this Agreement as if made on each
closing date and the performance by the Purchaser on or before each closing date
of  all covenants and agreements of the Purchaser required to be performed on or
before  each  closing  date.

b.     The  absence  or inapplicability on each closing date of any and all
laws,  rules  or  regulations  prohibiting  or  restricting  the  transactions
contemplated  hereby,  or  requiring  any  consent  or  approval, except for any
stockholder  or Board of Director approval or consent contemplated herein, which
shall  not  have  been  obtained.

c.     All  regulatory  approvals  or  filings,  if  any,  on  each closing date
necessary  to  consummate  the transactions contemplated by this Agreement shall
have  been  made  as  of  each  closing  date.

d.     The  receipt  of  good funds as of each closing date as scheduled in
the  Table  of  Closings  in  Section  1(c).

6.     CONDITIONS  TO  THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES AND THE
WARRANT
     The  Company  understands  that  the Purchaser's obligation to purchase the
Series  B  Preferred  Stock and the Warrants on each closing date is conditioned
upon  each  of  the  following,  unless  waived  in  writing  by  the Purchaser:

a.     The  Purchaser  shall  have  completed  to  its satisfaction its due
diligence review of the Company, the Company's business, assets and liabilities,
and  the  Company shall have furnished to the Purchaser and its representatives,
such  information  as  may  be  reasonably  requested  by  them.

b.     The  accuracy  on each closing date of the representations and warranties
of  the Company contained in this Agreement as if made on such closing date, and
the  performance  by  the  Company  on  or  before the First Closing Date of all
covenants  and  agreements  of the Company required to be performed on or before
the  First  Closing  Date.

c.     The  Company  shall  have executed and delivered to the Purchaser (i) the
Series  B  Preferred  Stock  and  (ii) the Warrants as scheduled in the Table of
Closings  in  Section  1(c).

d.     On  each closing date, the Purchaser shall have received from the Company
such  other  certificates  and  documents  as  it  or  its  representatives,  if
applicable,  shall  reasonably request, and all proceedings taken by the Company
or  the Board of Directors of the Company, as applicable, in connection with the
Primary Documents contemplated by this Agreement and the other Primary Documents
and  all  documents  and  papers  relating  to  such  Primary Documents shall be
satisfactory  to  the  Purchaser.

e.     All  regulatory approvals or filings, if any, necessary to consummate the
transactions  contemplated  by  this  Agreement  shall have been made as of each
closing  date.

f.     The  debt  restructuring  as contemplated in Section 4(g) shall have been
completed.

g.     All  the  parties  to  the New Lock-Up Agreements shall have executed and
delivered  such  agreements.

h.     The  Insider  shall have executed and delivered a shareholders' agreement
with  the  Purchaser  substantially  in  the  form  attached  as  Exhibit E (the
"Shareholders'  Agreement").

i.     The  Purchaser  shall  have  received  by  the First Closing Date a legal
opinion from Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP substantially in the
form  attached  hereto  as  Exhibit  I.

j.     The  Company  shall  have received a Closing Certificate substantially in
the  form  attached  hereto  as  Exhibit  J.

k.     The Purchaser shall have received a release, substantially in the form of
Exhibit  K  attached  hereto, executed by each of the Insider and Mr. Michael R.
Haynes,  Sr.  expressly disclaiming any indebtedness or liability of the Company
or  any  of  its subsidiaries owing to such person other than those specifically
disclosed  in  this  Agreement.

l.     The  Company shall have obtained a majority consent of the holders of all
the  outstanding shares of Common Stock concerning the amendment of its Articles
of  Incorporation  substantially  in the form of the Certificate of Amendment to
Articles  of  Incorporation  attached  hereto  as  Exhibit  C.

m.     Concurrent  with the First Closing Date each of the Company, Steve Bayern
and CynDel & Co., Inc. shall have executed and delivered that certain Settlement
and  Release  Agreement  (the  "Bayern/CynDel  Settlement Agreement"), a copy of
which  is  attached  hereto  as  Exhibit  L.

n.     With  respect  to  the  Second  Closing Date only, the Company shall have
reimbursed  the  Purchaser  the  expenses  incurred  in  connection  with  the
negotiation  or  performance  of  this  Agreement  pursuant to Section 9 hereof.

o.     With respect to the Second Closing Date only, the Company shall have paid
(i)  at  least $63,750 under the Bayern/CynDel Settlement Agreement, and (ii) at
least  1/4  of  all  the  indebtednesses  owed  to  Carl J. Fusco and any of his
affiliates,  which total amount the Company represents to the Purchaser does not
exceed  $809,000  in  the aggregate (including any accrued interest) (the "Fusco
Debt").

p.     With  respect to the Third Closing Date only, the Company shall have paid
(i)  at least $127,500 under the Bayern/CynDel Settlement Agreement, and (ii) at
least  1/2  of  all  the  Fusco  Debt.

q.     With  respect  to the Last Closing Date only, the Company shall have paid
(i)  at least $191,250 under the Bayern/CynDel Settlement Agreement, and (ii) at
least  3/4  of  all  the  Fusco  Debt.

r.     With  respect  to the Last Closing Date only, the Company shall have
secured  the  employment  of  a new Chief Financial Officer with approval by the
Purchaser,  which  approval  may  not  be  unreasonably  withheld.

FORM  OF  AND  ELECTION  TO  BOARD  OF  DIRECTORS

     The  Board  of Directors of the Company shall cause nomination for election
to  the  Board of Directors the individuals as follows: the Insider as Chairman,
another  person  nominated  by  the  Insider  (such  person and the Insider, the
"Insider  Nominees"), 2 members to be nominated by the Purchaser (the "Purchaser
Nominees"),  and  a  nominee  to be mutually determined by the Purchaser and the
Insider  (such five nominees collectively, the "Nominees"). If the Purchaser and
the  Insider for any reason cannot agree on the candidacy of such fifth nominee,
then  the  Purchaser  shall have the right to designate a nominee of its choice.
The  Board  of  Directors of the Company shall approve a proxy statement for the
annual  meeting  of  the shareholders to be properly filed within 45 days of the
First  Closing  Date and such proxy statement shall include the solicitation for
votes by the shareholders for the Nominees and no other persons for the Board of
Directors.

8.     RIGHT  TO  INFORMATION
     As long as any portion of the Series B Preferred Stock remains outstanding,
the  Company  hereby  agrees  to  provide  the  Purchaser  with:

a.     audited  financial  statements  for each fiscal year, within 90 days
(or  when  available)  after  the  end  of  each  such  fiscal  year;

b.     unaudited  financial statements for each quarter, within 45 days (or when
available)  after  the  end  of  each  such  quarter;  and

c.     budget  plans  as  they  are  prepared.

9.     FEES  AND  EXPENSES
     The  Company  and  the  Insider  shall  bear  their  own  costs,  including
attorney's  fees, incurred in the negotiation of this Agreement and consummating
of the transactions contemplated herein.  At each closing, the Company shall pay
the  Purchaser a placement fee equal to 3.33% of the purchase price paid at such
closing.  Within  30  days  of  receipt of supporting documentation, the Company
shall  reimburse  the  Purchaser  for  all  of  the  Purchaser's  reasonable
out-of-pocket  expenses  incurred  in  connection  with  the  negotiation  or
performance  of this Agreement, including without limitation reasonable fees and
disbursements  of  counsel  to  the  Purchaser.

10.     GOVERNING  LAW;  MISCELLANEOUS
     Except  for  issues  involving  Nevada  law  which shall be governed by and
interpreted  in  accordance with the laws of the State of Nevada, this Agreement
shall be governed by and interpreted in accordance with the laws of the State of
Florida,  without  regard  to  its  principles of conflict of laws.  Each of the
parties  consents  to  the  jurisdiction of the federal courts of Florida or the
state  courts  of  the  State  of Florida in connection with any dispute arising
under  this Agreement or any of the transactions contemplated hereby, and hereby
waives,  to  the  maximum  extent permitted by law, any objection, including any
objections based on forum non conveniens, to the bringing of any such proceeding
in  such  jurisdictions.  This  Agreement  may  be  signed  in  one  or  more
counterparts,  each  of  which shall be deemed an original. The headings of this
Agreement  are  for convenience of reference only and shall not form part of, or
affect  the  interpretation  of  this Agreement.  This Agreement and each of the
Primary  Documents  have  been  entered  into  freely  by  each  of the parties,
following  consultation  with their respective counsel, and shall be interpreted
fairly  in  accordance  with  its  respective terms, without any construction in
favor  of  or  against either party. If any provision of this Agreement shall be
invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this  Agreement  or  the  validity  or  unenforceability  of this
Agreement  in any other jurisdiction.  This Agreement shall inure to the benefit
of,  and  be  binding  upon  the  successors  and assigns of each of the parties
hereto,  including  any  transferees  of  the  Series  B Preferred Stock and the
Warrants.  This Agreement may be amended only by an instrument in writing signed
by  the  party  to  be  charged with enforcement.  This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject  matter  hereof.  All references to the "Knowledge of the Company" means
the  actual  knowledge of any of the Company, the Insider and Michael R. Haynes,
Sr.  after reasonable investigation and due diligence.  This Agreement, together
with  the  other Primary Documents, including any certificate, schedule, exhibit
or  other  document  delivered  to their terms, constitutes the entire agreement
among the parties hereto with respect to the subject matters hereof and thereof,
and supersedes all prior agreements and understandings, whether written or oral,
among  the  parties  with  respect to such subject matters. If any action should
arise  between the parties hereto to enforce or interpret the provisions of this
Agreement,  the  prevailing  party  in  such  action shall be reimbursed for all
reasonable  expenses  incurred  in  connection  with  such  action,  including
reasonable  attorneys'  fees

11.     NOTICES
Any  notice  required  or  permitted  hereunder  shall  be given in writing
(unless  otherwise  specified  herein)  and  shall  be  effective  upon personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission
and  mailing  a  copy  of  such confirmation, postage prepaid by certified mail,
return  receipt  requested)  or 2 business days following deposit of such notice
with  an  internationally  recognized  courier service, with postage prepaid and
addressed  to  each  of  the  other  parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by 5 days advance
written  notice  to  each  of  the  other  parties  hereto.

COMPANY:                  Tangible  Asset  Galleries,  Inc.
3444  Via  Lido
Newport  Beach,  California  92663
Attention: Silvano DiGenova, Chief Executive Officer
Telephone:  (949)  566-0021
Facsimile:  (949)  566-1943

WITH  A  COPY  TO:
Gersten,  Savage,  Kaplowitz,  Wolf  &  Marcus,  LLP
101  East  52nd  Street,  9th  Floor
New  York,  NY  10022
Attention:  Arthur  S.  Marcus,  Esq.
Telephone:  (212)  752-9700
Facsimile:  (212)  813-9768

PURCHASER:                Stanford  Venture  Capital  Holdings,  Inc.
6075  Poplar  Avenue
Memphis,  TN  38119
Attention:  James  M.  Davis,  President
Telephone:  (901)  680-5260
Facsimile:  (901)  680-5265

WITH  A  COPY  TO:
Stanford  Financial  Group
5050  Westheimer
Houston,  TX  77056
Attention:  Mauricio  Alvarado,  Esq.
Telephone:  (713)  964-5145
Facsimile:  (713)  964-5245


12.     SURVIVAL
     The  agreements,  covenants, representations and warranties of the Company,
the  Insider  and the Purchaser shall survive the execution and delivery of this
Agreement  and  the  delivery  of  the Securities hereunder for a period of four
years  from  the  date  of  the  Last  Closing  Date,  except  that:

a.      the  Company's  representations and warranties regarding Taxes contained
in Section 3(u)   of this agreement shall survive as long as the Company remains
statutorily  liable  for  any  obligation  referenced  in  Section  3(u),  and

b.     the  Company's  representations  and warranties contained in Section 3(b)
shall  survive  until  the  Purchaser  and  any  of its affiliates are no longer
holders  of  any  of  the  securities  purchased  hereunder.

13.          INDEMNIFICATION
     Each  of  the  Company  and  the Insider, jointly and severally, on the one
side,  and  the  Purchaser  (each  in  such  capacity  under  this  section, the
"Indemnifying  Party")  agrees  to  indemnify  the other party and each officer,
director,  employee,  agent,  partner, stockholder, member and affiliate of such
other  party  (collectively,  the  "Indemnified  Parties")  for,  and  hold each
Indemnified  Party  harmless  from and against: (i) any and all damages, losses,
claims  and  other  liabilities  of  any  and  every  kind,  including,  without
limitation,  judgments  and costs of settlement, and (ii) any and all reasonable
out-of-pocket  costs  and  expenses  of  any  and every kind, including, without
limitation,  reasonable  fees  and disbursements of counsel for such Indemnified
Parties (all of which expenses periodically shall be reimbursed as incurred), in
each  case, arising out of or suffered or incurred in connection with any of the
following:  (a)  any misrepresentation or any breach of any warranty made by the
Indemnifying  Party  herein  or  in  any of the other Primary Documents, (b) any
breach  or non-fulfillment of any covenant or agreement made by the Indemnifying
Party herein or in any of the other Primary Documents, or (c) any claim relating
to  or arising out of a violation of applicable federal or state securities laws
by  the Indemnifying Party in connection with the sale or issuance of the Series
B Preferred Stock or Warrants by the Indemnifying Party to the Indemnified Party
(collectively, the "Indemnified Liabilities").  To the extent that the foregoing
undertaking  by  the Indemnifying Party may be unenforceable for any reason, the
Indemnifying  Party  shall  make  the  maximum  contribution  to the payment and
satisfaction  of  each of the Indemnified Liabilities which is permissible under
applicable  law.
                       (SIGNATURES ON THE FOLLOWING PAGE)

<PAGE>

     IN  WITNESS  WHEREOF,  this  Securities  Purchase  Agreement  has been duly
executed  by  each  of  the  undersigned.

                         TANGIBLE  ASSET  GALLERIES,  INC.




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

                         STANFORD  VENTURE  CAPITAL  HOLDINGS,  INC.

                         By: /s/ James M. Davis
                         Name: James M. Davis
                         Title: President

                        "INSIDER"

                         By: /s/ Silvano  DiGenova
                            Silvano  DiGenova,  an  Individual


<PAGE>

                                  EXHIBIT INDEX

EXHIBIT  A  CERTIFICATE OF DESIGNATION OF SERIES B $1.00 CONVERTIBLE PREFERRED
STOCK

EXHIBIT  B

EXHIBIT  C


EXHIBIT D FORM OF WARRANT

EXHIBIT E CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

EXHIBIT  F REGISTRATION RIGHTS AGREEMENT FORM OF SHAREHOLDERS'
AGREEMENT BETWEEN PURCHASER  AND  INSIDER

EXHIBIT  G  FORM  OF  LOCK-UP  AGREEMENT FOR CERTAIN SHAREHOLDERS CERTIFICATE OF
DESIGNATION  OF  SERIES  C  $100  REDEEMABLE  CONVERTIBLE  PREFERRED  STOCK

EXHIBT  H FORM OF PROMISSORY NOTE AND LOAN AND SECURITY AGREEMENT

EXHIBIT I     FORM OF LEGAL OPINION

EXHIBIT J     CLOSING CERTIFICATE

EXHIBIT K     FORM OF RELEASE

EXHIBIT L     BAYERN/CYNDEL SETTLEMENT AND RELEASE AGREEMENT





<PAGE>

                                 SCHEDULE INDEX


SCHEDULE     DESCRIPTION     PAGE NUMBER

  3(a)     Organization     4
  3(b)     Capitalization     4
  3(g)     Financial Statements     6
  3(k)     Compliance With Legal Requirements     7
  3(l)     Absence of Certain Changes     7
  3(m)     Indebtedness to Officers, Directors and Shareholders     7
  3(n)     Relationships With Related Persons     7
  3(p)     Title to Properties; Liens and Encumbrances     8
  3(s)     Absence of Litigation     9
  3(t)     No Default     9
  3(u)     Taxes     9
  3(w)     Contracts; No Defaults     11
  3(y)     Insurance     14
  3(z)     Employees     14
  3(aa)    Employee Benefits     14
  3(cc)    Mergers, Acquisitions and Divestitures     15

<PAGE>


                                   EXHIBIT A


                           CERTIFICATE OF DESIGNATION

                                       OF

                   SERIES B $1.00 CONVERTIBLE PREFERRED STOCK

                                       OF

                         TANGIBLE ASSET GALLERIES, INC.

     Tangible Asset Galleries, Inc. (the "Corporation"), a corporation organized
under  the laws of the State of Nevada, pursuant to authority conferred upon the
Board  of  Directors  of  the  Corporation  (the "Board"), the Board adopted the
following  resolution  authorizing the creation and issuance of 3,400,000 shares
of  Series  B  $1.00  Convertible  Preferred  Stock:

     RESOLVED, that pursuant to authority expressly granted to and vested in the
Board  by  the  Articles  of  Incorporation, as amended, of the Corporation, the
Board  hereby  creates  3,400,000 shares of Series B $1.00 Convertible Preferred
Stock,  of the Corporation and authorizes the issuance thereof, and hereby fixes
the  designation  thereof,  and  the  voting  powers,  preferences and relative,
participating,  optional  and  other  special  rights,  and  the qualifications,
limitations or restrictions thereon (in addition to the designation, preferences
and  relative,  participating  and other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Articles of Incorporation,
as  amended, of the Corporation, which are applicable to the preferred stock, if
any)  as  follows:

1.     Designation.  The series of preferred stock shall be designated and known
as  "Series  B  $1.00  Convertible  Preferred  Stock"  (the  "Series B Preferred
Stock").  The  number  of shares constituting the Series B Preferred Stock shall
be  3,400,000.  Each  share  of the Series B Preferred Stock shall have a stated
value  equal  to  one  dollar  $1.00  (the  "Stated  Value").

2.     Conversion Rights. The Series B Preferred Stock shall be convertible into
the  $0.001  par  value  common  stock  of  the  Corporation ("Common Stock") as
follows:

a.     Optional  Conversion.  Subject to and upon compliance with the provisions
of  this  Section  2,  a holder of any shares of the Series B Preferred Stock (a
"Holder")  shall  have the right at such Holder's option at any time, to convert
any  of such share of the Series B Preferred Stock held by the Holder into fully
paid  and  non-assessable shares of the Common Stock at the then Conversion Rate
(as  defined  herein).

b.     Conversion  Rate.  Each  share  of  the  Series  B  Preferred  Stock  is
convertible into the number of shares of the Common Stock shall be calculated by
     dividing  the Stated Value by $0.10 (the "Conversion Price"; the conversion
rate  so calculated, the "Conversion Rate"), subject to adjustments as set forth
in  Section  2(e)  hereof.

c.     Mechanics  of  Conversion.  The  Holder may exercise the conversion right
specified  in  Section 2(a) by giving 30 days written notice to the Corporation,
that  the  Holder  elects  to  convert a stated number of shares of the Series B
Preferred  Stock  into  a  stated  number  of  shares  of  Common  Stock, and by
surrendering the certificate or certificates representing the Series B Preferred
Stock to be converted, duly endorsed to the Corporation or in blank, to the
Corporation  at its principal office (or at such other office as the Corporation
may  designate  by  written notice, postage prepaid, to all Holders) at any time
during its usual business hours,  together with a statement of the name or names
(with  addresses)  of  the  person  or  persons in whose name the certificate or
certificates  for  Common  Stock  shall  be  issued.

d.     Conversion  Rate  Adjustments.  The  Conversion Price shall be subject to
adjustment  from  time  to  time  as  follows:

1.     Consolidation,  Merger,  Sale,  Lease  or  Conveyance.  In  case  of  any
consolidation  with  or  merger  of  the  Corporation  with  or  into  another
corporation,  or in case of any sale, lease or conveyance to another corporation
of the assets of the Corporation as an entirety or substantially as an entirety,
     each  share  of  the  Series B Preferred Stock shall after the date of such
consolidation,  merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance)  upon conversion of such share of the Series B Preferred Stock would
have  been  entitled upon such consolidation, merger, sale, lease or conveyance;
and in any such case, if necessary, the provisions set forth herein with respect
to the rights and interests thereafter of the Holder of the shares of the Series
B  Preferred  Stock  shall  be appropriately adjusted so as to be applicable, as
nearly  as  may  reasonably  be,  to  any shares of stock of other securities or
property  thereafter deliverable on the conversion of the shares of the Series B
Preferred  Stock.

2.     Stock Dividends, Subdivisions, Reclassification, or Combinations.  If the
     Corporation  shall  (i)  declare  a  dividend or make a distribution on its
Common  Stock  in  shares  of its Common Stock, (ii) subdivide or reclassify the
outstanding  shares  of  Common  Stock into a greater number of shares, or (iii)
combine  or  reclassify  the  outstanding  Common Stock into a smaller number of
shares;  the  Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision, combination,
or  reclassification shall be proportionately adjusted so that the Holder of any
shares  of  the  Series  B Preferred Stock surrendered for conversion after such
date  shall  be entitled to receive the number of shares of Common Stock that he
would  have  owned or been entitled to receive had such Series B Preferred Stock
been  converted  immediately  prior to such date.  Successive adjustments in the
Conversion  Price  shall be made whenever any event specified above shall occur.

3.     Issuances  of Securities.  If the Corporation shall (i) sell or otherwise
issue  shares  of  the  Common Stock at a purchase price per share less than the
Conversion  Price,  or (ii) sell or otherwise issue the Corporation's securities
which are convertible into or exercisable for shares of the Corporation's Common
     Stock  at a conversion or exercise price per share less than the Conversion
Price,  then  immediately upon such issuance or sale, the Conversion Price shall
be  adjusted  to  a  price  determined  by  multiplying  the  Conversion  Price
immediately  prior  to such issuance by a fraction, the numerator of which shall
be  the  number  of shares of Common Stock outstanding immediately prior to such
issuance  or  sale  (excluding shares held in the treasury),  plus the number of
shares  of  the  Common  Stock  that the aggregate consideration received by the
Corporation  for  such issuance would purchase at such Conversion Price; and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  prior  to such issuance plus the number of the additional shares to
be  issued  at  such  issuance  or  sale.

4.     Excluded  Transactions.  No  adjustment  to the Conversion Price shall be
required  under  this  Section  2(e)  in  the event of the issuance of shares of
Common  Stock  by the Corporation upon the conversion or exercise of or pursuant
to  any outstanding stock options or stock option plan now existing or hereafter
approved by the Holders which stock options have an exercise or conversion price
per  share  of  less  than  the  Conversion  Price.

f.  Approvals.  If any shares of the Common Stock to be reserved for the purpose
of  conversion  of  shares  of the Series B Preferred Stock require registration
with  or  approval  of any governmental authority under any Federal or state law
before  such shares may be validly issued or delivered upon conversion, then the
Corporation  will  in  good  faith  and as expeditiously as possible endeavor to
secure  such  registration  or approval, as the case may be. If, and so long as,
any  Common Stock into which the shares of the Series B Preferred Stock are then
convertible is listed on any national securities exchange, the Corporation will,
if  permitted  by  the  rules  of  such  exchange,  list and keep listed on such
exchange,  upon  official  notice  of  issuance, all shares of such Common Stock
issuable  upon  conversion.

g.     Valid  Issuance.  All  shares  of  Common  Stock  that may be issued upon
conversion  of shares of the Series B Preferred Stock will upon issuance be duly
and validly issued, fully paid and non-assessable and free from all taxes, liens
     and charges with respect to the issuance thereof, and the Corporation shall
take  no  action  that  will  cause  a  contrary  result.

3.     Liquidation.

a.     Liquidation  Preference.  In  the  event  of  liquidation, dissolution or
winding  up  of the Corporation (each a "Liquidation Event"), the Holders of the
Series  B  Preferred Stock shall be entitled to receive, before any distribution
of  assets  shall  be  made  to  the  holders of any Common Stock, but after the
liquidation  preference  of  the Series A $5.00 convertible preferred stock (the
"Series  A  Preferred  Stock"), an amount equal to the Stated Value per share of
Series  B Preferred Stock held by such Holder (the "Liquidation Pay Out"). After
payment  of  the  Liquidation  Pay  Out  to  each  Holder and the payment of the
respective  liquidation  preferences  of  the  other  preferred  stock  of  the
Corporation,  other  than  the Series A convertible preferred stock, pursuant to
the  Corporation's  Certificate  of  Incorporation, as amended, each such Holder
shall  be  entitled to share with the holders of the Common Stock, the remaining
assets  of  the  Corporation  available  for  distribution  to the Corporation's
stockholders.

b.     Ratable Distribution.  If upon any liquidation, dissolution or winding up
     of  the  Corporation,  the  net assets of the Corporation to be distributed
among the Holders shall be insufficient to permit payment in full to the Holders
of  such  Series  B  Preferred  Stock,  then  all  remaining  net  assets of the
Corporation  after  the provision for the payment of the Corporation's debts and
distribution  to  any  senior  stockholders  shall  be  distributed  ratably  in
proportion  to  the  full  amounts  to which they would otherwise be entitled to
receive  among  the  Holders.

4.     Voting  Rights.  Except  as  otherwise required under law of the State of
Nevada, the Holders of the Series B Preferred Stock shall be entitled to vote at
any  meeting  of  stockholders  of  the  Corporation  (or any written actions of
stockholders  in  lieu of meetings) with respect to any matters presented to the
stockholders  of  the  Corporation  for  their  action or consideration. For the
purposes of such shareholder votes, each share of Series B Preferred Stock shall
be  entitled  to  such number of votes as represented by the number of shares of
Common Stock such share of Series B Preferred Stock would be convertible into at
the time of such voting. Notwithstanding the foregoing, so long as any shares of
Series  B Preferred Stock remain outstanding, the Corporation shall not, without
first  obtaining  the approval of the holders of at least a majority of the then
outstanding  shares  of Series B Preferred Stock (i) alter or change the rights,
preferences or privileges of the Series B Preferred Stock as outlined herein, or
(ii)  create  any  new class of series of capital stock having a preference over
the  Series B Preferred Stock as to the payment of dividends or the distribution
of  assets  upon the occurrence of a Liquidation Event ("Senior Securities"), or
(iii)  alter  or  change  the  rights,  preferences  or privileges of any Senior
Securities  so  as  to  adversely  affect  the  Series  B  Preferred  Stock.

5.     Dividends.  The  Holders  of  the  Series  B Preferred Stock shall not be
entitled  to  receive  dividends.

6.     No Preemptive Rights. No Holders of the Series B Preferred Stock, whether
now  or  hereafter  authorized, shall, as such Holder, have any preemptive right
whatsoever  to  purchase, subscribe for or otherwise acquire, stock of any class
of  the  Corporation  nor  of any security convertible into, nor of any warrant,
option  or  right  to purchase, subscribe for or otherwise acquire, stock of any
class  of  the  Corporation,  whether  now  or  hereafter  authorized.

7.     Exclusion  of  Other Rights.  Except as may otherwise be required by law,
the  shares  of  the  Series B Preferred Stock shall not have any preferences or
relative,  participating,  optional  or  other  special rights, other than those
specifically  set  forth  in  this resolution (as such resolution may be amended
from  time  to  time)  and in the Corporation's Certificate of Incorporation, as
amended.  The Shares of the Series B Preferred Stock shall have no preemptive or
subscription  rights.

8.     Headings  of  Subdivisions.  The  headings  of  the  various subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation  of  any  of  the  provisions  hereof.

9.     Severability  of  Provisions.  If  any right, preference or limitation of
the  Series B Preferred Stock set forth in this Certificate (as such Certificate
may  be  amended  from  time to time) is invalid, unlawful or incapable of being
enforced  by  reason  of  any  rule  of  law or public policy, all other rights,
preferences  and limitations set forth in this Certificate (as so amended) which
can  be  given  effect  without  the  invalid,  unlawful or unenforceable right,
preference  or  limitation shall, nevertheless, remain in full force and effect,
and  no  right,  preference  or  limitation  herein  set  forth  shall be deemed
dependent  upon  any  other  such  right,  preference  or  limitation  unless so
expressed  herein.

10.     Status  of  Reacquired Shares. No shares of the Series B Preferred Stock
which  have  been  issued  and reacquired in any manner may be reissued, and all
such  shares shall be returned to the status of undesignated shares of preferred
stock  of  the  Corporation.

11.     Restrictions  and  Limitations.  So  long  as any shares of the Series B
Preferred Stock remain outstanding, the Corporation may not, without the vote or
written  consent  by  the holders of a majority of the outstanding shares of the
Series  B  Preferred  Stock,  voting  as  a  separate  class:

a.     Effect  any  sale,  license,  conveyance,  exchange or transfer of all or
substantially  all  of  the  assets  of the Corporation or take any other action
which will result in the holders of the Corporation's capital stock prior to the
transaction  owning  less  than  50%  of  the  voting power of the Corporation's
capital  stock  after  the  transaction;  or

b.     Amend  or  otherwise  change the Corporation's Articles of Incorporation,
bylaws  or  certificate  of  designation  of  any  stock;  or

c.     Change  the  nature  of  the  business  of  the Corporation or any of its
subsidiaries;  or

d.     Make  any  distributions  on,  or redemption of, any capital stock, other
than  distributions  or  redemptions  made  pursuant  to  the  certificates  of
designations  of  the  Series A Preferred Stock, the Series B Preferred Stock or
the  Series  C  $100  Redeemable  9%  Convertible  Preferred  Stock;  or

e.     Authorize, issue, obligate itself to issue, or agree to the authorization
or  issuance by any of the subsidiaries of the Corporation of, any capital stock
or  securities convertible into or exercisable for any capital stock, other than
issuance  of the Common Stock upon the conversion of shares of the Corporation's
preferred  stock or upon the exercise of any options or warrants which have been
disclosed  to  the  Holder in that certain Securities Purchase Agreement between
the  Corporation  and  the  Holder  dated  as  of  even  date  herewith;  or

f.     Make  acquisitions  of  fixed  assets  or  capital  stock  or  capital
expenditures,  except  for  the  purchase  of  inventory  or other assets in the
ordinary  course  of business, in any 12-month period during which the aggregate
amount  of  all  such  transactions  exceeding  $100,000;  or

g.     Enter into any credit facility or issue any debt, except for increases in
debt  under existing credit facilities as of the date hereof and the increase of
trade  credit  or accounts payable in the ordinary course of business, involving
any  amount  exceeding  $100,000  in  a  single  transaction  or  a  series  of
transactions;  or

h.     Increase  the  number  of  directors  on  the  Board  above  five;  or

i.     Enter  into  any  transaction with any affiliate (as such term is used in
Rule  144 promulgated pursuant to the Securities Act of 1933, as amended) of the
Corporation  or  modify  any  existing  agreement  or  understanding  with  such
affiliate  (except  for  any transaction with any of its wholly-owned, operating
subsidiaries  in  the  ordinary  course  of  business);  or

j.     File  a  voluntary  or  involuntary  petition that commences a case under
Title  11  of the United States Code (or any successor statutes) with respect to
the  Corporation,  or  consent  to  the  institution of bankruptcy or insolvency
proceedings  against it, or file a petition seeking, or consent to, relief under
any  applicable  federal  or  state  law  relating  to bankruptcy or insolvency.




                        (SIGNATURE ON THE FOLLOWING PAGE)
<PAGE>
     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this Certificate to be
signed in its name and on its behalf by its Chief Executive Officer and attested
to  this  third  day  of  April  2002.

              TANGIBLE  ASSET  GALLERIES,  INC.




               By::  _____________________
                    Name:     Silvano  DiGenova
                    Title:    Chief  Executive  Officer


<PAGE>


                                        1



                                    EXHIBIT B

VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON APRIL 3, 2007. NEITHER THIS WARRANT
NOR  THE  WARRANT  STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE.  THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH  THE  ACT  AND  SUCH  LAWS.  THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT
ISSUED  IN  EXCHANGE  FOR  THIS  WARRANT.

THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED
OF  EVEN  DATE  HEREWITH,  BETWEEN  THE COMPANY AND THE HOLDER HEREOF, A COPY OF
WHICH  AGREEMENT  IS  ON  FILE  AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY
TRANSFERS  AND  TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO
THE  TERMS  AND  CONDITIONS  OF  SUCH  AGREEMENT.

                              WARRANT  NO.  ____________

     TANGIBLE  ASSET  GALLERIES,  INC.
     (INCORPORATED  UNDER  THE  LAWS  OF  THE  STATE  OF  NEVADA)

     WARRANT

_____________  Shares                                                  April  3,
2002

     FOR  VALUE  RECEIVED,  TANGIBLE ASSET GALLERIES, INC., a Nevada corporation
(the "Company"), hereby certifies that (INSERT NAME OF HOLDER) (the "Holder") is
entitled,  subject  to  the  provisions  of  this  Warrant, to purchase from the
Company  up  to  (INSERT  NUMBER)  (_______)  SHARES  OF  COMMON  STOCK ("Common
Stock"),  $.001 par value, of the Company ("Common Shares") at an exercise price
per  Common  Share  equal  to the amount set forth opposite the number of Common
Shares  subject  to  such exercise in the Table of Exercise Prices below, during
the  period  commencing  April  3, 2002 and expiring at 5:00 P.M., New York City
time,  on April 3, 2007 (5 years from the date of issuance) . For each number of
Common  Shares  the  exercise  price  in  the  Table  of  Exercise Prices is the
"Exercise  Price".

     The  number  of  Common  Shares  to  be  received upon the exercise of this
Warrant  may be adjusted from time to time as hereinafter set forth.  The Common
Shares  deliverable  upon  such  exercise,  or the entitlement thereto upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Stock."   The warrants issued on the same date hereof bearing the
same  terms  and conditions as this Warrant shall be collectively referred to as
the  "Warrants."

The  Holder  agrees  with  the  Company that this Warrant is issued, and all the
rights  hereunder  shall  be held subject to, all of the conditions, limitations
and  provisions  set  forth  herein.

1.     EXERCISE  OF  WARRANT.

     1.1  By  Payment  of  Cash.           This  Warrant may be exercised by its
presentation  and  surrender  to  the  Company  at its principal office (or such
office  or  agency  of  the Company as it may designate in writing to the Holder
hereof),  commencing  on  April 3, 2002 and expiring at 5:00 P.M., New York City
time,  on  April  3,  2007 (5 years from the date of issuance), with the Warrant
Exercise  Form  attached hereto duly executed and accompanied by payment (either
in  cash  or by certified or official bank check or by wire transfer, payable to
the  order  of  the  Company)  of  the  Exercise  Price for the number of shares
specified  in  such  Form and in accordance with the Table of Exercise Prices as
follows:

                            TABLE OF EXERCISE PRICES

NUMBER  OF  COMMON  SHARES     EXERCISE  PRICE  PER  COMMON  SHARE

One  third  of  all  the  Common  Shares  covered  by  this  Warrant     $0.10
One  third  of  all  the  Common  Shares  covered  by  this  Warrant     $0.15
One  third  of  all  the  Common  Shares  covered  by  this  Warrant     $0.20

     The  Company agrees that the Holder hereof shall be deemed the record owner
of  such  Common  Shares  as  of the close of business on the date on which this
Warrant  shall  have  been  presented and payment made for such Common Shares as
aforesaid whether or not the Company or its transfer agent is open for business.
Certificates for the Common Shares so purchased shall be delivered to the Holder
hereof  within  a  reasonable  time,  not  exceeding  15  days, after the rights
represented  by  this  Warrant  shall  have  been so exercised.  If this Warrant
should  be  exercised  in  part  only, the Company shall, upon surrender of this
Warrant  for  cancellation,  execute  and  deliver  a new Warrant evidencing the
rights  of  the  Holder hereof to purchase the balance of the shares purchasable
hereunder.

 1.2  Cashless  Exercise.     In  lieu  of  the payment methods set forth in
Section  1.1 above, the Holder may elect to exchange all or some of this Warrant
for  the  Common  Shares  equal to the value of the amount of this Warrant being
exchanged  on  the  date  of  exchange.  If  the  Holder elects to exchange this
Warrant  as provided in this Section 1.2, the Holder shall tender to the Company
this  Warrant  for  the amount being exchanged, along with written notice of the
Holder's election to exchange some or all of this Warrant, and the Company shall
issue  to  the  Holder  the number of Common Shares computed using the following
formula:




                                 X =     Y (A-B)
                                          A

Where:   X  =     The  number  of  Common  Shares  to  be  issued to the Holder.
Y =     The number of Common Shares purchasable under the amount of this Warrant
being  exchanged  (as  adjusted  to  the  date  of  such  calculation).
A  =     The  Market  Price  of  one  Common  Share.
B  =     The  Exercise  Price  (as  adjusted  to  the date of such calculation).


     The  Warrant  exchange shall take place on the date specified in the notice
or  if  the  date  the  notice is received by the Company is later than the date
specified  in  the  notice,  on  the date the notice is received by the Company.

     As  used herein in the phrase "Market Price" at any date shall be deemed to
be  the  last reported sale price of the Company's common stock, or, in the case
no  such reported sale takes place on such day, the average of the last reported
sales  prices for the last 5 trading days, in either case as officially reported
by  the  principal  securities  exchange  on which the Company's common stock is
listed  or  admitted to trading, or, if the Company's common stock is not listed
or  admitted to trading on any national securities exchange, the average closing
bid  price  on  the  NASDAQ  Over  the  Counter  Market  ("NASDAQ")  or  similar
organization  if  NASDAQ  is  no  longer  reporting  such information, or if the
Company's  common  stock is not quoted on NASDAQ, as determined in good faith by
resolution  of  the  Board  of  Directors  of  the  Company,  based  on the best
information  available  to  it.

1.3  "Easy  Sale"  Exercise.  In  lieu  of the payment methods set forth in
Section  1.1  above, when permitted by law and applicable regulations (including
rules  of  NASDAQ  and National Association of Securities Dealers (the "NASD")),
the  Holder may pay the aggregate Exercise Price (the "Exercise Amount") through
a  "same day sale" commitment from the Holder (and if applicable a broker-dealer
that is a member of the NASD (an "NASD Dealer")), whereby the Holder irrevocably
elects to exercise this Warrant and to sell a portion of the shares so purchased
to  pay  the Exercise Amount and the Holder (or, if applicable, the NASD Dealer)
commits  upon  sale  (or,  in the case of the NASD Dealer, upon receipt) of such
shares  to  forward  the  Exercise  Amount  directly  to  the  Company.

2.     COVENANTS  BY  THE COMPANY.  The Company covenants and agrees as follows:

2.1     Reservation  of  Shares.  During  the  period  within  which  the rights
represented  by  this Warrant may be exercised, the Company shall, at all times,
reserve  and  keep available out of its authorized capital stock, solely for the
purposes  of  issuance  upon exercise of this Warrant, such number of its Common
Shares  as  shall  be  issuable upon the exercise of this Warrant; and if at any
time  the  number  of authorized Common Shares shall not be sufficient to effect
the exercise of this Warrant, the Company will take such corporate action as may
     be  necessary to increase its authorized but unissued Common Shares to such
number of shares as shall be sufficient for such purpose; the Company shall have
analogous  obligations with respect to any other securities or property issuable
upon  exercise  of  this  Warrant.

2.2     Valid  Issuance,  etc.  All  Common  Shares  which  may  be  issued upon
exercise of the rights represented by this Warrant included herein will be, upon
     payment  thereof,  validly issued, fully paid, non-assessable and free from
all  taxes,  liens  and  charges  with  respect  to  the  issuance  thereof.

2.3     Taxes.  All  original  issue taxes payable in respect of the issuance of
Common  Shares upon the exercise of the rights represented by this Warrant shall
be  borne  by  the  Company, but in no event shall the Company be responsible or
liable  for income taxes or transfer taxes upon the issuance or transfer of this
Warrant  or  the  Warrant  Stock.

2.4     Fractional  Shares.  The  Company  shall  not  be  required  to  issue
certificates  representing  fractions of Common Shares, nor shall it be required
to  issue scrip or pay cash in lieu of fractional interests, it being the intent
of the Company and the Holder that all fractional interests shall be eliminated.

3.     EXCHANGE  OR ASSIGNMENT OF WARRANT. This Warrant is exchangeable, without
expense,  at the option of the Holder, upon presentation and surrender hereof to
the  Company for other Warrants of different denominations, entitling the Holder
to  purchase  in  the  aggregate  the  same  number of Common Shares purchasable
hereunder.  Subject  to  the  provisions  of this Warrant and the receipt by the
Company  of  any required representations and agreements, upon surrender of this
Warrant  to  the  Company  with  the Warrant Assignment Form annexed hereto duly
executed  and  funds  sufficient  to  pay  any  transfer tax, the Company shall,
without  additional charge, execute and deliver a new Warrant in the name of the
assignee  named in such instrument of assignment and this Warrant shall promptly
be  canceled.  In  the  event  of  a partial assignment of this Warrant, the new
Warrants  issued  to  the  assignee  and  the Holder shall make reference to the
aggregate  number  of  shares  of  Warrant  Stock issuable upon exercise of this
Warrant.

4.     RIGHTS  OF  THE  HOLDER.  The  Holder  shall  not,  by  virtue hereof, be
entitled  to  any voting or other rights of a stockholder of the Company, either
at law or in equity, and the rights of the Holder are limited to those expressed
in  this  Warrant.

5.     ADJUSTMENT  OF  EXERCISE  PRICE.

5.1  Common Stock Dividends; Common Stock Splits; Reclassification.  If the
Company,  at  any  time while this Warrant is outstanding, (a) shall pay a stock
dividend  on  its Common Stock, (b) subdivide outstanding shares of Common Stock
into  a  larger  number  of  shares (or combine the outstanding shares of Common
Stock  into  a  smaller  number  of  shares) or (c) issue by reclassification of
shares  of Common Stock any shares of capital stock of the Company, then (i) the
Exercise  Price  shall be multiplied by a fraction, the numerator of which shall
be  the  number  of shares of Common Stock outstanding before such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
after  such  event  and  (ii) the number of shares of the Warrant Stock shall be
multiplied  by  a fraction, the numerator of which shall be the number of shares
of  Common Stock outstanding immediately after such event and the denominator of
which  shall  be  the  number  of shares of Common Stock outstanding immediately
prior  to  such  event.  Any  adjustment made pursuant to this Section 5.1 shall
become  effective  immediately  after  the  record date for the determination of
shareholders  entitled  to receive such dividend or distribution or, in the case
of  a subdivision or re-classification, shall become effective immediately after
the  effective  date  thereof.

5.2.  Rights;  Options;  Warrants  or Other Securities.  If the Company, at
any  time  while  this  Warrant  is outstanding, shall fix a record date for the
issuance  of rights, options, warrants or other securities to all the holders of
its  Common  Stock  entitling  them  to  subscribe  for or purchase, convert to,
exchange for or otherwise acquire shares of Common Stock for no consideration or
at  a  price per share less than the Exercise Price, the Exercise Price shall be
multiplied  by  a fraction, the numerator of which shall be the number of shares
of  Common Stock outstanding immediately prior to such issuance or sale plus the
number  of  shares of Common Stock which the aggregate consideration received by
the  Company  would purchase at the Exercise Price, and the denominator of which
shall  be  the number of shares of Common Stock outstanding immediately prior to
such  issuance date plus the number of additional shares of Common Stock offered
for subscription, purchase, conversion, exchange or acquisition, as the case may
be.  Such  adjustment  shall  be made whenever such rights, options, warrants or
other  securities  are  issued, and shall become effective immediately after the
record  date  for  the  determination  of  shareholders entitled to receive such
rights,  options,  warrants  or  other  securities.

5.3     Subscription  Rights.  If  the  Company,  at  any  time  while this
Warrant  is outstanding, shall fix a record date for the distribution to holders
of  its  Common Stock evidence of its indebtedness or assets or rights, options,
warrants  or other security entitling them to subscribe for or purchase, convert
to,  exchange for or otherwise acquire any security (excluding those referred to
in  Sections  5.1  and  5.2 above), then in each such case the Exercise Price at
which  this  Warrant  shall  thereafter  be  exercisable  shall be determined by
multiplying  the  Exercise Price in effect immediately prior to such record date
by  a  fraction,  the  numerator of which shall be the per-share Market Price on
such  record  date  less  the  then fair market value at such record date of the
portion  of such assets or evidence of indebtedness so distributed applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good  faith, and the denominator of which shall be the Exercise Price as of such
record  date;  provided,  however, that in the event of a distribution exceeding
10% of the net assets of the Company, such fair market value shall be determined
by an appraiser selected in good faith by the registered owners of a majority of
the  Warrant  Stock  then  outstanding; and provided, further, that the Company,
after  receipt  of  the  determination by such appraiser shall have the right to
select in good faith an additional appraiser meeting the same qualifications, in
which  case  the  fair  market  value  shall  be  equal  to  the  average of the
determinations  by  each such appraiser.  Such adjustment shall be made whenever
any  such  distribution is made and shall become effective immediately after the
record  date  mentioned  above.

5.4  Rounding.  All  calculations under this Section 5 shall be made to the
nearest  cent  or  the  nearest  l/l00th  of  a  share,  as  the  case  may  be.

5.5  Notice  of  Adjustment.  Whenever  the  Exercise  Price  is  adjusted
pursuant  to  this  Section 5 the Company shall promptly deliver to the Holder a
notice  setting forth the Exercise Price after such adjustment and setting forth
a  brief statement of the facts requiring such adjustment.  Such notice shall be
signed  by  the  chairman,  president or chief financial officer of the Company.

5.6  Treasury  Shares.  The number of shares of Common Stock outstanding at
any  given  time shall not include shares owned or held by or for the account of
the  Company,  and  the  disposition  of  any  shares  so owned or held shall be
considered  an  issue  or  sale  of  Common  Stock  by  the  Company.

5.7  Change  of  Control;  Compulsory  Share  Exchange.  In case of (A) any
Change  of  Control  Transaction (as defined below) or  (B) any compulsory share
exchange  pursuant to which the Common Stock is converted into other securities,
cash  or property (each, an "Event"), lawful provision shall be made so that the
Holder  shall  have  the right thereafter to exercise this Warrant for shares of
stock  and  other  securities, cash and property receivable upon or deemed to be
held  by  holders  of Common Stock following such Event, and the Holder shall be
entitled  upon  such  Event  to receive such amount of shares of stock and other
securities,  cash  or  property as the shares of the Common Stock of the Company
into  which  this  Warrant  could  have been exercised immediately prior to such
Event  (without  taking  into  account  any  limitations  or restrictions on the
exercisability  of  this  Warrant)  would have been entitled; provided, however,
that  in  the case of a transaction specified in (A), above, in which holders of
the  Company's  Common  Stock  receive  cash, the Holder shall have the right to
exercise the Warrant for such number of shares of the surviving company equal to
the  amount  of cash into which this Warrant is then exercisable, divided by the
fair  market  value of the shares of the surviving company on the effective date
of  such  Event.  The  terms of any such Event shall include such terms so as to
continue  to  give  to  the  Holder the right to receive the securities, cash or
property set forth in this Section 5.7 upon any exercise or redemption following
such  Event, and, in the case of an Event specified in (A), above, the successor
corporation  or  other  entity  (if  other than the Company) resulting from such
reorganization,  merger or consolidation, or the person acquiring the properties
and  assets,  or  such  other  controlling  corporation  or  entity  as  may  be
appropriate,  shall expressly assume the obligation to deliver the securities or
other  assets which the Holder is entitled to receive hereunder.  The provisions
of  this  Section  5.7  shall  similarly  apply to successive Events. "Change of
Control  Transaction"  means  the  occurrence  of  any of (i) any acquisition or
series  of  related acquisitions by an individual or legal entity or "group" (as
described  in  Section  13(d)(3)  of  the  Securities  Exchange  Act of 1934, as
amended)  of  in  excess  of  50%  of  the  voting  power of the Company, (ii) a
replacement  of  more  than  one-half  of  the members of the Company's board of
directors  which  is  not  approved  by directors designated by Stanford Venture
Capital  Holdings,  Inc.  ("Stanford"), or their duly elected successors who are
directors  immediately  prior  to  such  transaction(s),  in  one or a series of
related  transactions,  (iii) the merger or consolidation of the Company with or
into  another entity, unless the holders of the Company's securities immediately
prior  to  such  transaction or series of transactions continue to hold at least
50%  of  such  securities  following such transaction or series of transactions,
(iv)  a sale, conveyance, lease, transfer or disposition of all or substantially
all  of  the assets of the Company in one or a series of related transactions or
(v) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth above in (i),
(ii),  (iii)  or  (iv).

5.8  Issuance's  Below  Exercise  Price.  If the Company, at any time while this
Warrant  is  outstanding:

(i)  issues  or  sells,  or  is  deemed  to have issued or sold, any Common
Stock;

(ii)  in  any manner grants, issues or sells any rights, options, warrants,
options  to  subscribe  for  or  to  purchase Common Stock or any stock or other
securities  convertible  into  or  exchangeable for Common Stock (other than any
Excluded  Securities (as defined below)) (such rights, options or warrants being
herein called "Options" and such convertible or exchangeable stock or securities
being  herein  called  "Convertible  Securities");  or

(iii)  in  any  manner  issues  or  sells  any  Convertible  Securities;
for (a) with respect to paragraph (i) above, a price per share, or (b) with
respect  to  paragraphs  (ii) or (iii) above, a price per share for which Common
Stock  issuable upon the exercise of such Options or upon conversion or exchange
of  such  Convertible  Securities  is,  less  than  the Exercise Price in effect
immediately  prior  to  such  issuance  or  sale,  then,  immediately after such
issuance,  sale  or  grant,  the  Exercise  Price shall be reduced to the amount
determined by dividing (1) the sum of (x) the product derived by multiplying the
Exercise  Price  in effect immediately prior to such issue or sale by the number
of  shares  of  Common  Stock  Deemed Outstanding (as defined below) immediately
prior  to  such  issue  or sale, plus (y) the consideration, if any, received or
deemed  to have been received by the Company upon such issue or sale, by (2) the
number of shares of Common Stock Deemed Outstanding immediately after such issue
or  sale.  No  modification  of the issuance terms shall be made upon the actual
issuance  of  such  Common  Stock upon conversion or exchange of such Options or
Convertible  Securities.  If  there  is a change at any time in (i) the exercise
price  provided  for  in any Options, (ii) the additional consideration, if any,
payable  upon the issuance, conversion or exchange of any Convertible Securities
or  (iii)  the  rate at which any Convertible Securities are convertible into or
exchangeable  for  Common Stock, then immediately after such change the Exercise
Price  shall  be  adjusted  to Exercise Price which would have been in effect at
such  time had such Options or Convertible Securities still outstanding provided
for  such changed exercise price, additional consideration or changed conversion
rate,  as  the  case  may  be,  at  the  time initially granted, issued or sold;
provided  that no adjustment shall be made if such adjustment would result in an
increase  of  the  Exercise  Price  then  in  effect.

"Common  Stock  Deemed  Outstanding"  means,  at  any given time, the sum of the
number  of  shares  of  Common  Stock actually outstanding at such time plus the
number  of  shares  of  Common  Stock issuable upon the exercise of all options,
rights  and  warrants  and  the  conversion  or  exchange  of  convertible  or
exchangeable  securities  outstanding at such time, whether or not such options,
rights,  or  warrants,  or  convertible  or exchangeable securities are actually
exercisable,  convertible  or  exchangeable  at  such  time.

     "Excluded  Securities"  means (i) options to be granted pursuant to a stock
option  plan  approved  by  Stanford;  (ii)  shares  of Common Stock issued upon
conversion or exercise of warrants, options or other securities convertible into
Common  Stock  which  have  been  specifically  disclosed  to  Stanford  in  the
Securities Purchase Agreement dated as of even date herewith between the Company
and  Stanford, or (iii) shares of Common Stock or securities convertible into or
exercisable  for  shares  of  Common  Stock issued or deemed to be issued by the
Company  in connection with a strategic acquisition by the Company of the assets
or  business,  or division thereof, of another entity which acquisition has been
approved  by  Stanford  in  writing.

5.9  Effect on Exercise Price of Certain Events.  For purposes of
determining the adjusted Exercise Price under Section 5.8, the following shall
be applicable:

(i)  Calculation  of  Consideration  Received.  If  any  Common Stock,
Options  or  Convertible  Securities  are  issued or sold or deemed to have been
issued  or  sold for cash, the consideration received therefor will be deemed to
be  the  net  amount  received  by  the  Company therefor, without deducting any
expenses  paid  or  incurred  by the Company or any commissions or compensations
paid  or  concessions  or  discounts  allowed to underwriters, dealers or others
performing  similar services in connection with such issue or sale.  In case any
Common  Stock,  Options  or  Convertible  Securities  are  issued  or sold for a
consideration  other  than cash, the amount of the consideration other than cash
received  by  the  Company  will be the fair value of such consideration, except
where  such  consideration consists of securities listed or quoted on a national
securities  exchange  or  national quotation system, in which case the amount of
consideration  received  by  the  Company  will be the arithmetic average of the
closing  sale  price  of such security for the five (5) consecutive trading days
immediately  preceding  the  date of receipt thereof.  In case any Common Stock,
Options  or Convertible Securities are issued to the owners of the non-surviving
entity  in  connection  with  any  merger  in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable  to  such  Common  Stock, Options or Convertible Securities, as the
case  may be.  The fair value of any consideration other than cash or securities
will  be  determined  jointly  by  the  Company  and  the registered owners of a
majority  of  the Warrant Stock then outstanding.  If such parties are unable to
reach  agreement  within  10  days  after  the  occurrence of an event requiring
valuation  (the "Valuation Event"), the fair value of such consideration will be
determined  within  48 hours of the 10th day following the Valuation Event by an
appraiser selected in good faith by the Company and agreed upon in good faith by
the  registered owners of a majority of the Warrant Stock then outstanding.  The
determination  of  such  appraiser  shall  be  binding  upon  all parties absent
manifest  error.

(ii)  Integrated  Transactions.  In  case  any  Option  is  issued  in
connection  with  the issue or sale of other securities of the Company, together
comprising  one  integrated  transaction  in  which no specific consideration is
allocated  to such Options by the parties thereto, the Options will be deemed to
have  been  issued  for  an  aggregate  consideration  of  $.001.

(iii)  Record Date.  If the Company takes a record of the holders of Common
Stock  for  the  purpose  of  entitling  them (a) to receive a dividend or other
distribution  payable  in  Common Stock, Options or in Convertible Securities or
(b)  to  subscribe  for  or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale  of  the shares of Common Stock deemed to have been issued or sold upon the
declaration  of  such  dividend  or the making of such other distribution or the
date  of the granting of such right of subscription or purchase, as the case may
be.

(iv)  Other  Events.  If  any  event occurs that would adversely affect the
rights  of  the Holder of this Warrant but is not expressly provided for by this
Section  5  (including,  without  limitation, the granting of stock appreciation
rights,  phantom  stock  rights  or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price so as to protect the rights of the Holder; provided, however, that no such
adjustment  will  increase  the  Exercise  Price.

5.10  Notice  of  Certain  Events.  If:

(i)     the Company shall declare a dividend (or any other distribution) on
its  Common  Stock;

(ii)     the  Company shall declare a special nonrecurring cash dividend on
or  a  redemption  of  its  Common  Stock;

(iii)     the Company shall authorize the granting to the holders of all of
its  Common  Stock rights or warrants to subscribe for or purchase any shares of
capital  stock  of  any  class  or  of  any  rights;

(iv)     the  approval of any shareholders of the Company shall be required
in  connection  with any reclassification of the Common Stock, any consolidation
or  merger  to  which  the  Company  is  a party, any sale or transfer of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby  the  Common Stock is converted into other securities, cash or property;
or

(v)     the  Company  shall  authorize  the  voluntary  or  involuntary
dissolution,  liquidation  or  winding  up  of  the  affairs  of  the  Company;

then the Company shall cause to be filed at each office or agency maintained for
the  purpose of exercise of this Warrant, and shall cause to be delivered to the
Holder,  at  least  30 calendar days prior to the applicable record or effective
date hereinafter specified, a notice (provided such notice shall not include any
material non-public information) stating (a) the date on which a record is to be
taken  for  the  purpose  of  such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
Common  Stock  of  record  to  be  entitled  to  such  dividend,  distributions,
redemption,  rights  or  warrants  are to be determined or (b) the date on which
such  reclassification,  consolidation, merger, sale, transfer or share exchange
is  expected  to  become  effective  or  close,  and  the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares of Common Stock for securities, cash or other property deliverable
upon  such  reclassification,  consolidation,  merger,  sale,  transfer or share
exchange;  provided, however, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action  required  to be specified in such notice.  Nothing herein shall prohibit
the  Holder  from exercising this Warrant during the 30-day period commencing on
the  date  of  such  notice.

5.11  Increase  in  Exercise  Price.  In  no  event  shall any provision in this
Section  5 cause the Exercise Price to be greater than the Exercise Price on the
date  of  issuance  of this Warrant, except for a combination of the outstanding
shares  of Common Stock into a smaller number of shares as referenced in Section
5.1  above.

6.     RESTRICTIONS  ON  EXERCISE.

6.1     Investment  Intent.  Unless,  prior  to the exercise of the Warrant, the
issuance  of  the  Warrant  Stock  has  been  registered with the Securities and
Exchange  Commission  pursuant  to  the  Act,  the  notice  of exercise shall be
accompanied  by a representation of the Holder to the Company to the effect that
such  shares  are  being  acquired  for  investment  and  not with a view to the
distribution thereof, and such other representations and documentation as may be
     required  by  the  Company, unless in the opinion of counsel to the Company
such representations or other documentation are not necessary to comply with the
Act.

X 7.     RESTRICTIONS  ON  TRANSFER.

7.1     Transfer  to  Comply  with  the  Securities  Act  of 1933.  Neither this
Warrant  nor  any  Warrant Stock may be sold, assigned, transferred or otherwise
disposed  of  except as follows:  (1) to a person who, in the opinion of counsel
satisfactory  to  the  Company,  is a person to whom this Warrant or the Warrant
Stock  may  legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto and then only against
     receipt  of  an  agreement  of such person to comply with the provisions of
this  Section  7  with  respect  to  any  resale,  assignment, transfer or other
disposition  of such securities; (2) to any person upon delivery of a prospectus
then  meeting  the  requirements  of the Act relating to such securities and the
offering  thereof  for such sale, assignment, transfer or disposition; or (3) to
any  "affiliate"  (as  such term is used in Rule 144 promulgated pursuant to the
Act)  of  the  Holder.

7.2     Legend.  Subject  to the terms hereof, upon exercise of this Warrant and
the  issuance  of  the Warrant Stock, all certificates representing such Warrant
Stock  shall  bear  on  the  face or reverse thereof substantially the following
legend:

"The  securities  which  are  represented  by  this  certificate  have  not been
registered  under  the Securities Act of 1933, and may not be sold, transferred,
hypothecated  or  otherwise  disposed  of  until  a  registration statement with
respect thereto is declared effective under such act, or the Company receives an
opinion  of  counsel  for  the  Company  that an exemption from the registration
requirements  of  such  act  is  available."

8.     LOST,  STOLEN  OR  DESTROYED  WARRANTS.  In  the  event  that  the Holder
notifies  the  Company  that this Warrant has been lost, stolen or destroyed and
provides  (a)  a letter, in form satisfactory to the Company, to the effect that
it  will  indemnify  the  Company  from  any  loss  incurred by it in connection
therewith, and/or (b) an indemnity bond in such amount as is reasonably required
by  the  Company, the Company having the option of electing either (a) or (b) or
both,  the  Company  may,  in  its  sole  discretion,  accept such letter and/or
indemnity bond in lieu of the surrender of this Warrant as required by Section 1
hereof.

9.     SUBSEQUENT  HOLDERS.  Every  Holder hereof, by accepting the same, agrees
with any subsequent Holder hereof and with the Company that this Warrant and all
rights  hereunder  are  issued  and  shall  be held subject to all of the terms,
conditions,  limitations  and  provisions set forth in this Warrant, and further
agrees  that  the Company and its transfer agent, if any, may deem and treat the
registered  holder of this Warrant as the absolute owner hereof for all purposes
and  shall  not  be  affected  by  any  notice  to  the  contrary.

10.     NOTICES.  All  notices  required hereunder shall be given by first-class
mail,  postage prepaid, or overnight mail or courier and, if given by the Holder
addressed  to  the Company at 3444 Via Lido, Newport Beach, California 92663, or
such other address as the Company may designate in writing to the Holder; and if
given by the Company, addressed to the Holder at the address of the Holder shown
on  the  books  of  the  Company.

11.     APPLICABLE  LAW.  This  Warrant  is  issued  under,  and  shall  for all
purposes  be governed by and construed in accordance with, the laws of the State
of  Florida,  excluding  choice  of  law  principles  thereof.


                        (SIGNATURE ON THE FOLLOWING PAGE)

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and  year  first  above  written.

     TANGIBLE  ASSET  GALLERIES,  INC.


     By:___________________________
Name:   Silvano  DiGenova
Title:  Chief  Executive  Officer




<PAGE>


     TANGIBLE  ASSET  GALLERIES,  INC.

     WARRANT  EXERCISE  FORM


        The  undersigned hereby irrevocably elects to exercise the Warrant dated
April  3,  2002  to  the extent of purchasing shares of Common Stock of Tangible
Asset  Galleries,  Inc.  The  undersigned hereby makes a payment of $ in payment
therefor.


     _____________________________
Name  of  Holder

     _____________________________
Signature  of  Holder
or  Authorized  Representative

_____________________________
Signature,  if  jointly  held

     _____________________________
Name  and  Title  of  Authorized
Representative

     _____________________________
_____________________________
Address  of  Holder

                                   _____________________________
Date

<PAGE>


                        WARRANT ASSIGNMENT AND JOINDER

     Reference  is  made to that certain Warrant, dated as of April 3, 2002 (the
"Warrant"),  to  purchase  in the aggregate _______________ shares of the common
stock, $.001 par value per share ("Common Stock"), of Tangible Assets Galleries,
Inc., a Nevada corporation (the "Company"). Capitalized terms not defined herein
shall have the meaning given to them in the Securities Purchase Agreement, dated
as  of  April  3,  2002,  by  and among the Company and Stanford Venture Capital
Holdings,  Inc.,  a  Delaware  corporation  ("Stanford"),  and Silvano DiGenova.

     Now  therefore,  for  value  received,  Stanford, hereby sells, assigns and
transfers  unto  the  ______________  ("Assignee")  the  right  to  purchase
__________________  shares  of Common Stock represented by the Warrant ("Warrant
Shares")  with  an  exercise  price  of  ____  per  share.

     By execution and delivery of this Warrant Assignment and Joinder, Assignee,
as  successor  to Stanford with respect of the Warrant Shares (i) will be deemed
to  be  a  party to the Warrant, the Shareholders Agreement and the Registration
Rights  Agreement,  incorporated  by  this  reference  as though fully set forth
herein,  (ii)  authorizes  this Warrant Assignment and Joinder to be attached to
the  Warrant,  and  (iii) represents and warrants that Assignee is an Accredited
Investor.

     Assignee, as successor to Stanford with respect to the Warrant Shares, will
have all rights, and shall observe all the obligations, applicable to a "Holder"
as  set  forth  in  the  Warrant, an "Investor" as set forth in the Registration
Rights Agreement and a "Shareholder" as set forth in the Shareholders Agreement,
as though such Assignee had executed the Warrant, the Shareholders Agreement and
the  Registration  Rights Agreement as an initial Holder or Investor thereunder,
and  confirms  his obligations under the Warrant, the Shareholders Agreement and
the  Registration  Rights  Agreement.

Date:  __________,  200__

"Company"     "Holder"

Tangible  Asset  Galleries,  Inc.


By:_________________________     ____________________________
Name:     By:

Title:     Title:
     "Assignee"



<PAGE>



                                   EXHIBIT C

                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                         TANGIBLE ASSET GALLERIES, INC.
                            (After Issuance of Stock)

     We,  the  undersigned,  President  and Secretary, respectively, of Tangible
Asset  Galleries,  Inc.,  a  Nevada  corporation,  do  hereby  certify:

     1.  That  the Board of Directors of said corporation, as of March 27, 2002,
unanimously  adopted  a  resolution  to  amend  the articles as follows: Article
Fourth of the Articles of Incorporation of this corporation, originally filed on
August  30,  1995,  is  hereby  amended  to  read  in  its  entirety as follows:
                                   ____

"4.     A.  This  corporation  is  authorized  to issue two classes of shares of
$0.001 par value capital stock, which classes shall be designated "Common Stock"
and  "Preferred  Stock," respectively.  The corporation shall have the authority
to  issue a total of 250,000,000 shares of Common Stock and 15,000,000 shares of
Preferred  Stock.

B.  The  Preferred  Stock  may  be  issued from time to time in one or more
series.  The  Board  of Directors of this corporation is expressly authorized to
provide  for  the issue of all or any of the shares of Preferred Stock in one or
more series, and to fix the designation and number of shares and to determine or
alter  for  each  such  series such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or  other rights and such qualifications, limitations or restrictions thereof as
shall  be  stated  and expressed in the resolution or resolutions adopted by the
Board  of  Directors  providing  for  the  issue  of  such  shares and as may be
permitted  by  the  Nevada  Revised  Statues.  The  Board  of  Directors is also
expressly authorized to increase or decrease (but not below the number of shares
of  such  series then outstanding) the number of shares of any series subsequent
to  the  issue  of  shares  of that series.  If the number of shares of any such
series shall be so decreased, the shares constituting such decrease shall resume
the  status  they had prior to the adoption of the resolutions originally fixing
the  number  of  shares  of  such  series."
                                    ____

2.     The  number of shares of the corporation outstanding and entitled to vote
on  an  amendment  to the Articles of Incorporation is 41,211,463; that the said
changes  and  amendment have been consented to and approved by a majority all of
the  stockholders  of  each  class  of  stock  outstanding  and entitled to vote
thereon.




________________________________               _____________________________
Michael  R.  Haynes                            Silvano  DiGenova
President                                      Secretary

<PAGE>
                                 EXHIBIT D

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT, dated as of April 3, 2002, is made by
and  among Tangible Asset Galleries, Inc., a Nevada corporation (the "Company"),
and  holders  (the  "Investors")  of  the  Company's  Series B $1.00 Convertible
Preferred  Stock,  Series  C  $100  Redeemable  Convertible  Preferred Stock and
Warrants  issued  pursuant  to that certain Securities Purchase Agreement by and
between the Company and such holders dated as of even date herewith and named in
EXHIBIT  A  hereto  (the  "Securities  Purchase  Agreement").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
the  Investors  are  acquiring  from  the  Company,  pursuant  to the Securities
Purchase Agreement (capitalized terms not defined herein shall have the meanings
ascribed  to  them in the Securities Purchase Agreement), shares of the Series B
Preferred  Stock  and  Series  C  Preferred  Stock  and  the  Warrants;  and

     WHEREAS,  the  Company  desires  to grant to the Investors the registration
rights  set forth herein with respect to the shares (the "Conversion Shares") of
Common Stock issuable upon conversion of the Series B Preferred Stock and Series
C  Preferred  Stock, shares (the "Warrant Shares") of Common Stock issuable upon
exercise  of  the  Warrants  and shares (the "Default Warrant Shares") of Common
Stock  issuable  upon  the  exercise  of the warrants issuable in the event of a
registration  default  pursuant  to Section 3(e) (all the shares of the Series B
Preferred Stock and Series C Preferred Stock, the Conversion Shares, the Warrant
Shares  and  the  Default  Warrant  Shares collectively and interchangeably, the
"Securities").

     NOW,  THEREFORE,  the  parties  hereto  mutually  agree  as  follows:

Section  1.  Certain  Definitions.  As  used  herein  the term "Registrable
Security"  means  the  Conversion  Shares,  Warrant  Shares, and Default Warrant
Shares,  until  (i)  the  Registration  Statement  (as  defined  below) has been
declared effective by the Securities and Exchange Commission (the "Commission"),
and all Securities have been disposed of pursuant to the Registration Statement,
(ii)  all  Securities  have been sold under circumstances under which all of the
applicable conditions of Rule 144 ("Rule 144") (or any similar provision then in
force)  under  the Securities Act of 1933, as amended (the "Securities Act") are
met,  or (iii) such time as, in the opinion of counsel to the Company reasonably
satisfactory  to  the  Investors  and  upon  delivery  to  the Investors of such
executed  opinion, all Securities may be sold without any time, volume or manner
limitations  pursuant to Rule 144 (or any similar provision then in effect).  In
the  event  of  any  merger,  reorganization, consolidation, recapitalization or
other  change in corporate structure affecting the Common Stock, such adjustment
shall  be  deemed  to  be made in the definition of "Registrable Security" as is
appropriate  in  order  to  prevent  any  dilution  or enlargement of the rights
granted  pursuant to this Agreement.  As used herein the term "Holder" means any
Person  owning or having the right to acquire Registrable Shares or any assignee
thereof in accordance with Section 9 hereof.  As used herein "Trading Day" shall
mean  any  business  day on which the market on which the Common Stock trades is
open  for  business.

Section  2.  Restrictions  on  Transfer.  Each  of  the  Investors
acknowledges and understands that prior to the registration of the Securities as
provided  herein,  the Securities are "restricted securities" as defined in Rule
144.  Each  of  the Investors understands that no disposition or transfer of the
Securities  may be made by any of the Investors in the absence of (i) an opinion
of  counsel  to  such Investor, in form and substance reasonably satisfactory to
the  Company,  that  such  transfer  may  be made without registration under the
Securities  Act  or  (ii)  such  registration.

          With  a view to making available to the Investors the benefits of Rule
144  or  any  other similar rule or regulation of the Commission that may at any
time  permit  the holders of the Securities to sell securities of the Company to
the  public  pursuant  to  Rule  144,  the  Company  agrees  to:

(a)     comply  with  the  provisions  of  paragraph  (c)(1)  of  Rule 144;

(b)     file  with  the Commission in a timely manner all reports and other
documents  required  to  be  filed with the Commission pursuant to Section 13 or
15(d)  under  the  Exchange Act by companies subject to either of such sections,
irrespective  of  whether  the  Company  is  then  subject  to  such  reporting
requirements;  and

(c)     Upon  request  by  any  Holder or the Company's transfer agent, the
Company  shall  provide an opinion of counsel, which opinion shall be reasonably
acceptable  to  the  Holder  and/or  the Company's transfer agent, that the such
Holder  has  complied with the applicable conditions of Rule 144 (or any similar
provision  then  in  force).

Section  3.  Registration  Rights  With  Respect  to  the  Registrable
Securities.

(a)     The  Company  agrees  that  it  will  prepare  and  file  with  the
Commission,  (i)  within  180  calendar  days  from  the  first  Closing Date, a
registration  statement  (on Form S-1 or SB-2, or other appropriate registration
statement  form)  under  the  Securities Act (the "Registration Statement"), and
(ii)  if  at  least  20%  of  the  Registrable  Securities  covered  under  the
Registration Statement filed under (i) remain unsold during the effective period
of  such  Registration  Statement,  then  within  20 days following receipt of a
written  notice  from  the  holders  representing  a  majority  of  such  unsold
Registrable  Securities,  another Registration Statement, at the sole expense of
the  Company  (except  as  provided  in  Section 3(c) hereof), in respect of the
Holders, so as to permit a resale of the Securities under the Act by the Holders
as  selling  stockholders  and  not  as  underwriters.

     The  Company  shall  use  diligent  best  efforts to cause the Registration
Statement  to  become effective as soon as practical following the filing of the
Registration  Statement.  The  number  of  shares designated in the Registration
Statement  to  be  registered  shall include 150% of the Warrant Shares, 150% of
the  Default Warrant Shares, if any, and 150% of the Conversion Shares and shall
include  appropriate  language  regarding  reliance  upon Rule 416 to the extent
permitted  by  the  Commission.  The  Company  will  notify  the Holders and its
transfer  agent  of  the  effectiveness  of  the Registration Statement within 1
Trading  Day  of  such  event.

(b)     The  Company  will  maintain  the  Registration  Statement  or
post-effective  amendment  filed  under  this  Section  3  effective  under  the
Securities  Act  until  the earlier of (i) the date that none of the Registrable
Securities  covered  by such Registration Statement are or may become issued and
outstanding, (ii) the date that all of the Registrable Securities have been sold
pursuant  to such Registration Statement, (iii) the date all the Holders receive
an  opinion  of  counsel  to  the  Company,  which  counsel  shall be reasonably
acceptable to the Holders, that the Registrable Securities may be sold under the
provisions  of  Rule  144  without limitation as to volume, (iv) all Registrable
Securities  have been otherwise transferred to persons who may trade such shares
without  restriction  under  the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend,  or  (v)  3  years  from  the  Effective  Date.

(c)     All  fees,  disbursements  and  out-of-pocket  expenses  and  costs
incurred  by  the  Company  in connection with the preparation and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of the Company) shall be borne by the Company.  The Company shall also reimburse
the fees and expenses of counsel to the Holders incurred in connection with such
counsel's  review  of  the  Registration  Statement  and  advice  concerning the
Registration  Statement  and its filing subject to a cap of $10,000. The Holders
shall  bear  the  cost  of  underwriting  and/or  brokerage  discounts, fees and
commissions, if any, applicable to the Registrable Securities being registered .
The  Holders  and their counsel shall have a reasonable period, not to exceed 10
Trading  Days,  to  review  the proposed Registration Statement or any amendment
thereto,  prior to filing with the Commission, and the Company shall provide the
Holders  with  copies  of  any comment letters received from the Commission with
respect  thereto  within  2  Trading  Days of receipt thereof. The Company shall
qualify  any of the securities for sale in such states as the Holders reasonably
designate  and shall furnish indemnification in the manner provided in Section 6
hereof.  However,  the  Company  shall  not  be required to qualify in any state
which will require an escrow or other restriction relating to the Company and/or
the Holders, or which will require the Company to qualify to do business in such
state  or  require the Company to file therein any general consent to service of
process.  The  Company  at  its  expense  will supply each of the Investors with
copies  of  the  applicable  Registration  Statement and the prospectus included
therein  and  other  related  documents  in such quantities as may be reasonably
requested  by  any  of  the  Investors.

(d)     The  Company shall not be required by this Section 3 to include the
Registrable Securities in any Registration Statement which is to be filed if, in
the opinion of counsel for both the Holders and the Company (or, should they not
agree,  in  the opinion of another counsel experienced in securities law matters
acceptable  to counsel for the Holders and the Company) the proposed offering or
other  transfer  as  to  which  such  registration  is  requested is exempt from
applicable  federal and state securities laws and would result in all purchasers
or  transferees  obtaining  securities which are not "restricted securities," as
defined  in  Rule  144.

(e)     In  the  event  that (i) the Registration Statement is not filed by
the  Company  in  a  timely  manner  as  set forth in Section 3(a); or (ii) such
Registration  Statement  is  not  maintained as effective by the Company for the
period set forth in Section 3(b) above (each a "Registration Default"), then the
Company will issue to each of the Holders, for each Registration Default then in
effect, as liquidated damages and not as a penalty, for every three-month period
in  which  each  Registration Default is occurring, warrants to purchase one (1)
share  of  the  Common  Stock  ("Default  Warrants")  for each share of Series B
Preferred  Stock and Series C Preferred Stock  issued to the Holders pursuant to
the  Securities Purchase Agreement until such corresponding Registration Default
no longer exists ("Liquidated Damages"); provided, however, that the issuance of
such  Default  Warrants  shall  not  relieve the Company from its obligations to
register  the  Registrable  Securities  pursuant  to  this  Section.

     If  the  Company  does not issue the Default Warrants to the Holders as set
forth above, the Company will pay any Holder's reasonable costs of any action in
a  court of law to cause compliance with this Section 3(e), including reasonable
attorneys'  fees,  in  addition to the Default Warrants. The registration of the
Registrable  Securities  pursuant  to  this  Section shall not affect or limit a
Holder's  other  rights  or  remedies  as  set  forth  in  this  Agreement.

(f)     The  Company  shall  be  precluded  from  including  in any registration
statement  which  it  is  required  to file pursuant to this Section 3 any other
securities  apart  from  the  Registrable  Securities, except for the securities
listed  on  EXHIBIT B hereto and those securities related to any qualified stock
option plan approved by the Board of Directors of the Company, without the prior
     written  consent  of  the  Holders.

(g)     If,  at  any time any Registrable Securities are not at the time covered
by any effective Registration Statement, the Company shall determine to register
     under the Securities Act (including pursuant to a demand of any stockholder
of  the  Company exercising registration rights) any of its shares of the Common
Stock  (other  than  in  connection  with a merger or other business combination
transaction  that  has  been  consented to in writing by holders of the Series B
Preferred  Stock, or pursuant to Form S-8 when such filing has been consented to
in  writing  by  holders of the Series B Preferred Stock), it shall send to each
Holder written notice of such determination and, if within 20 days after receipt
of  such  notice, such Holder shall so request in writing, the Company shall its
best  efforts  to  include in such registration statement all or any part of the
Registrable  Securities  that  such  Holder  requests  to  be  registered.
Notwithstanding  the foregoing, if, in connection with any offering involving an
underwriting  of  the  Common  Stock  to  by issued by the Company, the managing
underwriter  shall  impose  a  limitation  on the number of shares of the Common
Stock included in any such registration statement because, in such underwriter's
judgment,  such  limitation  is necessary based on market conditions: (a) if the
registration  statement  is  for  a  public  offering of common stock on a "firm
commitment"  basis with gross proceeds to the Company of at least $15,000,000 (a
"Qualified  Public Offering"), the Company may exclude, to the extent so advised
by the underwriters, the Registrable Securities from the underwriting; provided,
however,  that  if  the  underwriters  do  not  entirely exclude the Registrable
Securities  from  such Qualified Public Offering, the Company shall be obligated
to  include  in  such  registration  statement,  with  respect to the requesting
Holder, only an amount of Registrable Securities equal to the product of (i) the
number  of  Registrable  Securities that remain available for registration after
the  underwriter's cutback and (ii) such Holder's percentage of ownership of all
the  Registrable  Securities  then  outstanding  (on an as-converted basis) (the
"Registrable  Percentage");  and  (b) if the registration statement is not for a
Qualified  Public  Offering,  the  Company shall be obligated to include in such
registration statement, with respect to the requesting Holder, only an amount of
Registrable  Securities  equal  to  the product of (i) the number of Registrable
Securities  that  remain  available  for  registration  after  the underwriter's
cutback  and  (ii) such Holder's Registrable Percentage; provided, however, that
the  aggregate  value  of  the  Registrable  Securities  to  be included in such
registration  may  not  be so reduced to less than 20% of the total value of all
securities  included  in  such  registration.  If  any Holder disapproves of the
terms  of  any  underwriting  referred  to  in  this  paragraph, it may elect to
withdraw  therefrom  by  written  notice to the Company and the underwriter.  No
incidental  right  under  this  paragraph  shall  be  construed  to  limit  any
registration  required  under  the  other  provisions  of  this  Agreement.

Section  4.  Cooperation with Company.  Each Holder will cooperate with the
Company  in  all  respects  in  connection with this Agreement, including timely
supplying  all  information  reasonably  requested  by  the Company (which shall
include all information regarding such Holder and proposed manner of sale of the
Registrable  Securities  required to be disclosed in any Registration Statement)
and  executing  and  returning  all documents reasonably requested in connection
with  the  registration and sale of the Registrable Securities and entering into
and performing its obligations under any underwriting agreement, if the offering
is  an  underwritten  offering,  in  usual and customary form, with the managing
underwriter  or  underwriters  of  such  underwritten offering.  Nothing in this
Agreement  shall obligate any Holder to consent to be named as an underwriter in
any  Registration  Statement.  The  obligation  of  the  Company to register the
Registrable  Securities  shall  be  absolute  and  unconditional  as  to  those
Registrable Securities which the Commission will permit to be registered without
naming  any  Holder  as  underwriters. Any delay or delays caused by a Holder by
failure  to  cooperate as required hereunder shall not constitute a Registration
Default  as  to  such  Holder.

Section  5.  Registration  Procedures.  If and whenever the Company is
required  by  any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except  as otherwise provided in this Agreement), as expeditiously as possible,
subject  to  the Holders' assistance and cooperation as reasonably required with
respect  to  each  Registration  Statement:

(a)  (i)     prepare  and  file  with  the  Commission  such amendments and
supplements  to the Registration Statement and the prospectus used in connection
therewith  as may be necessary to keep such Registration Statement effective and
to  comply with the provisions of the Securities Act with respect to the sale or
other  disposition  of  all  Registrable Securities covered by such Registration
Statement  whenever  any of the Holder shall desire to sell or otherwise dispose
of  the  same  (including  prospectus  supplements  with respect to the sales of
Registrable  Securities  from  time  to  time  in connection with a registration
statement  pursuant  to  Rule 415 promulgated under the Securities Act) and (ii)
take  all lawful action such that each of (A) the Registration Statement and any
amendment  thereto  does  not,  when  it  becomes  effective,  contain an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under which they were made, not misleading and (B) the prospectus
forming  part  of  the  Registration  Statement, and any amendment or supplement
thereto,  does  not at any time during the Registration Period include an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading;

(b)  (i)     prior  to  the  filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to  the  Holders  as  required by Section 3(c) and reflect in such documents all
such  comments  as  the Holders (and their counsel) reasonably may propose; (ii)
furnish  to each of the Holders such numbers of copies of a prospectus including
a  preliminary  prospectus  or any amendment or supplement to any prospectus, as
applicable,  in  conformity  with  the  requirements  of the Act, and such other
documents,  as  any of the Holders may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities owned by such
Holder;  and  (iii)  provide  to  the  Holders  copies  of  any  comments  and
communications  from  the  Commission relating to the Registration Statement, if
lawful  to  do  so;

(c)     register  and  qualify  the  Registrable  Securities covered by the
Registration  Statement  under  such  other  securities or blue sky laws of such
jurisdictions  as  any  of  the Holders shall reasonably request (subject to the
limitations  set forth in Section 3(c) above), and do any and all other acts and
things  which  may be necessary or advisable to enable such Holder to consummate
the  public  sale  or  other disposition in such jurisdiction of the Registrable
Securities  owned  by  such  Holder;

(d)     list  such  Registrable  Securities on the markets where the Common
Stock  of the Company is listed as of the Effective Date, if the listing of such
Registrable  Securities  is  then  permitted  under  the  rules of such markets;

(e)     notify  the  Holders  at  any  time  when  a prospectus relating thereto
covered  by  the  Registration  Statement  is required to be delivered under the
Securities  Act,  of  the  happening of any event of which it has knowledge as a
result  of  which the prospectus included in the Registration Statement, as then
in  effect,  includes an untrue statement of a material fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein not misleading in the light of  the circumstances then existing, and the
     Company  shall  prepare and file a curative amendment under Section 5(a) as
quickly  as  reasonably  possible  and during such period, the Holders shall not
make any sales of Registrable Securities pursuant to the Registration Statement;

(f)     after  becoming aware of such event, notify each of the Holders who
holds  Registrable  Securities  being  sold (or, in the event of an underwritten
offering,  the  managing  underwriters) of the issuance by the Commission of any
stop  order  or  other  suspension  of  the  effectiveness  of  the Registration
Statement at the earliest possible time and take all lawful action to effect the
withdrawal,  rescission  or  removal  of  such  stop  order or other suspension;

(g)     cooperate with the Holders to facilitate the timely preparation and
delivery  of  certificates for the Registrable Securities to be offered pursuant
to  the  Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as any of
the  Holders  reasonably  may request and registered in such names as any of the
Holders  may  request; and, within 3 Trading Days after a Registration Statement
which  includes  Registrable Securities is declared effective by the Commission,
deliver  and  cause  legal  counsel  selected  by  the Company to deliver to the
transfer  agent  for  the Registrable Securities (with copies to the Holders) an
appropriate  instruction  and,  to  the  extent  necessary,  an  opinion of such
counsel;

(h)     take all such other lawful actions reasonably necessary to expedite
and facilitate the disposition by the Holders of their Registrable Securities in
accordance  with  the intended methods therefor provided in the prospectus which
are  customary  for  issuers  to  perform  under  the  circumstances;

(i)     in  the  event  of  an  underwritten  offering, promptly include or
incorporate  in  a  prospectus  supplement  or  post-effective  amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such prospectus supplement or post-effective amendment
as  soon  as  practicable  after it is notified of the matters to be included or
incorporated  in  such  prospectus  supplement  or post-effective amendment; and

(j)     maintain  a  transfer  agent  and  registrar  for the Common Stock.

          Section  6.  Indemnification.

(a)     To  the  maximum  extent  permitted  by  law, the Company agrees to
indemnify  and  hold  harmless  each  of  the  Holders, each person, if any, who
controls  any  of the Holders within the meaning of the Securities Act, and each
director,  officer,  shareholder, employee, agent, representative, accountant or
attorney  of  the  foregoing  (each of such indemnified parties, a "Distributing
Investor")  against any losses, claims, damages or liabilities, joint or several
(which  shall,  for  all purposes of this Agreement, include, but not be limited
to,  all  reasonable  costs  of  defense  and  investigation  and all reasonable
attorneys'  fees  and  expenses),  to which the Distributing Investor may become
subject,  under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon  any  untrue  statement  or  alleged  untrue statement of any material fact
contained  in  any  Registration  Statement,  or any related final prospectus or
amendment  or supplement thereto, or arise out of or are based upon the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or  is based upon an untrue statement or alleged untrue statement or omission or
alleged  omission  made in such Registration  Statement, preliminary prospectus,
final  prospectus  or  amendment  or supplement thereto in reliance upon, and in
conformity  with,  written  information  furnished  to  the  Company  by  the
Distributing  Investor,  its counsel, or affiliates, specifically for use in the
preparation  thereof  or (ii) by such Distributing Investor's failure to deliver
to  the purchaser a copy of the most recent prospectus (including any amendments
or  supplements  thereto).  This  indemnity agreement will be in addition to any
liability  which  the  Company  may  otherwise  have.

(b)     To  the  maximum  extent  permitted  by  law, each Distributing Investor
agrees  that  it  will indemnify and hold harmless the Company, and each officer
and  director  of the Company or person, if any, who controls the Company within
the  meaning  of  the  Securities  Act,  against  any losses, claims, damages or
liabilities  (which  shall, for all purposes of this Agreement, include, but not
be  limited  to,  all  reasonable  costs  of  defense  and investigation and all
reasonable  attorneys'  fees  and  expenses)  to  which  the Company or any such
officer,  director or controlling person may become subject under the Securities
Act  or  otherwise,  insofar  as such losses, claims, damages or liabilities (or
actions  in respect thereof) arise out of or are based upon any untrue statement
or  alleged  untrue statement of any material fact contained in any Registration
Statement,  or  any related final prospectus or amendment or supplement thereto,
or  arise out of or are based upon the omission or the alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto  in reliance upon, and in conformity with, written information furnished
to  the  Company  by  such  Distributing  Investor,  its  counsel or affiliates,
specifically  for  use in the preparation thereof. This indemnity agreement will
be  in  addition  to any liability which the Distributing Investor may otherwise
have under this Agreement.  Notwithstanding anything to the contrary herein, the
Distributing  Investor  shall  be  liable  under this Section 6(b) for only that
amount  as  does  not exceed the net proceeds to such Distributing Investor as a
result  of  the  sale  of  Registrable  Securities  pursuant to the Registration
Statement.

(c)     Promptly  after  receipt by an indemnified party under this Section 6 of
notice  of  the  commencement of any action against such indemnified party, such
indemnified  party will, if a claim in respect thereof is to be made against the
indemnifying  party  under  this  Section  6,  notify  the indemnifying party in
writing  of  the  commencement  thereof;  but  the  omission  so  to  notify the
indemnifying  party  will  not relieve the indemnifying party from any liability
which  it may have to any indemnified party except to the extent  the failure of
the  indemnified  party to provide such written notification actually prejudices
the  ability  of the indemnifying party to defend such action.  In case any such
action  is  brought  against  any  indemnified  party,  and  it  notifies  the
indemnifying  party  of the commencement thereof, the indemnifying party will be
entitled  to  participate  in, and, to the extent that it may wish, jointly with
any  other  indemnifying  party  similarly notified, assume the defense thereof,
subject  to  the provisions herein stated and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party  will not be liable to such indemnified party
under  this  Section  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection  with  the  defense  thereof other than
reasonable  costs  of  investigation,  unless  the  indemnifying party shall not
pursue  the  action to its final conclusion.  The indemnified parties shall have
the  right  to  employ  one  or  more separate counsel in any such action and to
participate  in  the  defense thereof, but the fees and expenses of such counsel
shall  not be at the expense of the indemnifying party if the indemnifying party
has  assumed  the  defense of the action with counsel reasonably satisfactory to
the  indemnified  party  unless  (i)  the  employment  of  such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any interpleaded parties) include both the
indemnified  party  and  the  indemnifying party and the indemnified party shall
have  been  advised  by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to  assume  the  defense  of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any  one such action or separate but substantially similar or related actions in
the  same  jurisdiction  arising  out  of  the  same  general  allegations  or
circumstances,  be  liable  only  for  the  reasonable  fees and expenses of one
separate  firm  of  attorneys  for  the  indemnified  party, which firm shall be
designated  in  writing  by the indemnified party).  No settlement of any action
against  an indemnified party shall be made without the prior written consent of
the  indemnified party, which consent shall not be unreasonably withheld so long
as  such  settlement  includes  a full release of claims against the indemnified
party.

All  fees  and  expenses of the indemnified party (including reasonable costs of
defense and investigation in a manner not inconsistent with this Section and all
reasonable attorneys' fees and expenses) shall be paid to the indemnified party,
as  incurred,  within  10  Trading  Days  of  written  notice  thereof  to  the
indemnifying  party;  provided,  that  the  indemnifying  party may require such
indemnified  party  to  undertake to reimburse all such fees and expenses to the
extent  it  is  finally judicially determined that such indemnified party is not
entitled  to  indemnification  hereunder.

Section  7.  Contribution.  In order to provide for just and equitable
contribution  under  the Securities Act in any case in which (i) the indemnified
party  makes  a  claim  for  indemnification pursuant to Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may  be  required on the part of any indemnified party, then the Company and the
applicable  Distributing  Investor  shall  contribute  to  the aggregate losses,
claims,  damages  or  liabilities to which they may be subject (which shall, for
all  purposes  of this Agreement, include, but not be limited to, all reasonable
costs  of  defense  and  investigation  and  all  reasonable attorneys' fees and
expenses),  in either such case (after contribution from others) on the basis of
relative  fault  as  well  as  any other relevant equitable considerations.  The
relative  fault shall be determined by reference to, among other things, whether
the  untrue  or  alleged  untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company  on  the  one  hand or the applicable Distributing Investor on the other
hand,  and  the  parties'  relative intent, knowledge, access to information and
opportunity  to correct or prevent such statement or omission.   The Company and
the  Distributing  Investor  agree  that  it  would not be just and equitable if
contribution  pursuant  to this Section 7 were determined by pro rata allocation
or  by  any  other  method  of  allocation  which  does  not take account of the
equitable  considerations  referred  to  in  this Section 7.  The amount paid or
payable  by  an  indemnified party as a result of the losses, claims, damages or
liabilities  (or actions in respect thereof) referred to above in this Section 7
shall  be  deemed  to include any legal or other expenses reasonably incurred by
such  indemnified  party  in connection with investigating or defending any such
action  or  claim.  No person guilty of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.

     Notwithstanding  any  other  provision of this Section 7, in no event shall
(i)  any of the Distributing Investors be required to undertake liability to any
person  under  this  Section 7 for any amounts in excess of the dollar amount of
the  proceeds  received  by  such  Distributing  Investor  from the sale of such
Distributing  Investor's  Registrable  Securities  (after  deducting  any  fees,
discounts  and  commissions  applicable  thereto)  pursuant  to any Registration
Statement  under  which  such  Registrable  Securities  are registered under the
Securities  Act  and  (ii) any underwriter be required to undertake liability to
any  person  hereunder  for  any  amounts  in  excess of the aggregate discount,
commission or other compensation payable to such underwriter with respect to the
Registrable  Securities  underwritten  by  it  and  distributed pursuant to such
Registration  Statement.

Section  8.     Notices.  All  notices,  demands,  requests, consents,
approvals,  and other communications required or permitted hereunder shall be in
writing  and,  unless  otherwise  specified herein, shall be (i) hand delivered,
(ii)  deposited  in the mail, registered or certified, return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid,  or  (iv) transmitted by facsimile, addressed as set forth on EXHIBIT A
hereto or to such other address as such party shall have specified most recently
by  written  notice.  Any notice or other communication required or permitted to
be  given hereunder shall be deemed effective (a) upon hand delivery or delivery
by facsimile, with accurate confirmation generated by the transmitting facsimile
machine,  at  the address or number designated below (if delivered on a business
day  during  normal  business hours where such notice is to be received), or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business  day  during normal business hours where such notice is to be received)
or  (b)  on  the  first  business day following the date of sending by reputable
courier  service,  fully  prepaid, addressed to such address, or (c) upon actual
receipt  of  such  mailing,  if  mailed.  Any party hereto may from time to time
change  its  address  or  facsimile  number  for notices under this Section 8 by
giving  at  least ten (10) days' prior written notice of such changed address or
facsimile  number  to  the  other  party  hereto.

Section  9.  Assignment.  This Agreement is binding upon and inures to
the  benefit  of  the  parties hereto and their respective heirs, successors and
permitted  assigns.  The  registration  rights  granted to any Holder under this
Agreement  may be transferred as set forth below (provided (1) the transferee is
bound by the terms of this Agreement and (2) the Company is given written notice
prior to such transfer) to: (i) any partner or affiliate of such Holder; (ii) in
the case of an individual, any member of the immediate family of such individual
or  any  trust  for  the  benefit of the individual or any such family member or
members;  or  (iii) any other transferee which receives substantially all of the
Registrable  Securities  (or  the  rights  thereto)  held  by  such  Holder.

Section  10.  Additional  Covenants of the Company.  For so long as it
shall  be  required to maintain the effectiveness of the Registration Statement,
it  shall  file  all reports and information required to be filed by it with the
Commission  in  a timely manner and take all such other action so as to maintain
such  eligibility  for  the  use  of  the  applicable  form.

Section 11.  Counterparts/Facsimile.  This Agreement may be executed in two
or  more  counterparts,  each  of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective  when  one or more counterparts have been signed by each party
hereto and delivered to the other parties.  In lieu of the original, a facsimile
transmission  or  copy  of the original shall be as effective and enforceable as
the  original.

Section  12.  Remedies.  The  remedies  provided  in  this  Agreement  are
cumulative  and  not  exclusive  of  any other remedies provided by law.  If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent  jurisdiction  to  be  invalid,  illegal,  void  or unenforceable, the
remainder  of the terms, provisions, covenants and restrictions set forth herein
shall  remain in full force and effect and shall in no way be affected, impaired
or  invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as  that  contemplated  by  such  term,  provision,  covenant  or  restriction.

Section 13.  Conflicting Agreements.  The Company shall not enter into
any  agreement  with  respect  to  its  securities that is inconsistent with the
rights  granted  to  the  Holders  in  this  Agreement or otherwise prevents the
Company  from  complying  with  all  of  its  obligations  hereunder.

Section  14.  Headings.  The  headings  in  this  Agreement  are  for
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

Section  15.  Governing  Law.  This Agreement shall be governed by and
construed  in  accordance  with  the  laws of the State of Florida applicable to
contracts  made  in  Florida by persons domiciled in Miami and without regard to
its  principles  of  conflicts  of  laws.  The  Company and the Holders agree to
submit  themselves  to  the  in  personam  jurisdiction of the state and federal
courts situated within the Southern District of the State of Florida with regard
to  any  controversy  arising  out  of  or  relating  to  this  Agreement.  The
non-prevailing  party  to  any  dispute  hereunder shall pay the expenses of the
prevailing  party,  including reasonable attorneys' fees, in connection with any
such  dispute.

Section  16.  Amendments, Waivers and Consents.  Any provision in this
Agreement  to  the contrary notwithstanding, (A) changes in or additions to this
Agreement  may  be made, (B)compliance with any covenant or provision herein set
forth may be omitted or waived, or (C) approval or consent by the Holders may be
obtained,  only  if the Company receives consent thereto in writing from persons
holding  or  having the right to acquire a majority of the Registrable Shares at
the  time  such  consent  is  given.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
                [SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement  to  be  duly  executed,  on  this  3rd  day  of  April,  2002.

          TANGIBLE ASSET GALLERIES, INC.


     By:
     Silvano  DiGenova,  Chairman  &  CEO

INVESTORS:

STANFORD VENTURE CAPITAL HOLDINGS, INC.


          By:_______________________________________
          Name:
          Title:



_________________________________________
Silvano DiGenova, an individual


_________________________________________
Daniel T. Bogar, an individual


_________________________________________
William R. Fusselmann, an individual


_________________________________________
Osvaldo Pi, an individual


_________________________________________
Ronald M. Stein, an individual

<PAGE>


2

                                  EXHIBIT E

                         TANGIBLE ASSET GALLERIES, INC.

                             SHAREHOLDERS' AGREEMENT


     THIS  SHAREHOLDERS'  AGREEMENT (this "Agreement"), is made and entered into
as  of  April  3,  2002 by and among Silvano DiGenova, an individual residing at
32001  Pacific  Coast  Highway, Laguna Beach, California 92651 ("DiGenova"), and
Stanford  Venture  Capital  Holdings,  Inc., a Delaware corporation ("Stanford")
(DiGenova  and Stanford hereinafter referred to individually as "Shareholder" or
collectively  as  "Shareholders"), and Tangible Asset Galleries, Inc. , a Nevada
corporation  (the  "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  DiGenova  is  the owner and holder of 15,486,000 shares of $0.001
common stock in the Corporation (the "Common Stock"), 400,000 shares of Series B
$1.00  Convertible  Preferred  Stock  each  share  of  which entitles the holder
thereof  to  ten  votes  on  all  matters  presented  to the shareholders of the
Corporation  (the  "Series  B  Preferred  Stock"), 7,000 shares of Series C $100
Redeemable  Convertible  Preferred  Stock  (the "Series C Preferred Stock") each
share  of  which entitles to the holder thereof to four hundred fifty four votes
per  share and warrants to acquire an aggregate of 4,000,000shares of the Common
Stock;

     WHEREAS, Stanford is the owner and holder of 3,000,000 shares of the Series
B  Preferred  Stock  (for  purposes  of this Agreement, all shares of the Common
Stock,  Series  B  Preferred  Stock,  Series C Preferred Stock, or other capital
stock  of  the  Corporation,  warrants,  options,  and  other  rights to acquire
additional  capital  stock  of  the  Corporation,  and  the capital stock of the
Corporation issued or issuable upon the conversion or the exercise of any of the
foregoing,  held  by  a Shareholder or otherwise entitled to by such Shareholder
shall  be  referred  to  collectively  and  interchangeably  as  the  "Covered
Securities");  and

     WHEREAS,  the  parties  desire  to:

     (a)  state  and  define  their rights, interests and obligations among each
other,  all  as  more  particularly  set  forth  and  provided  hereinafter, and

     (b) make provisions for the management, conduct and control of the business
operations  of  the Corporation, all as more particularly set forth and provided
hereinafter.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration  herein,  it  is  agreed  as  follows:


1.     RESTRICTIONS ON TRANSFER OF STOCK

1.1     Consent  Prior  to  Sale:

1.1.1     DiGenova  may  not  sell,  assign,  pledge,  hypothecate  or otherwise
transfer  or encumber (any of the foregoing acts, used either as a verb or noun,
"Transfer"), in any manner or by any means whatever, any interest in all or part
of  the  Covered  Securities  held  by  him, without first obtaining the written
consent  of  Stanford, which consent may be withheld by Stanford in its sole and
absolution  discretion,  except that starting from the second anniversary of the
date  hereof,  all  the  Covered  Securities held by DiGenova shall no longer be
subject  to  the  restriction  in  this  Section  1.1.1.

1.1.2     Notwithstanding  the  foregoing,  DiGenova  may  Transfer  his Covered
Securities  during  such  two-year  restriction  period  pursuant to the co-sale
rights  in  Section  5  hereof  where  such  sale  is  initiated  by  Stanford.

1.2     Ongoing  Obligations:  Notwithstanding  any  such consent, such Transfer
shall in no manner relieve DiGenova of any of his ongoing obligations under this
Agreement,  if any, and any transferee shall accept such stock subject to all of
the  restrictions,  terms and conditions of this Agreement as if such transferee
were  a  party  hereto  and  such  transferee  shall  become a signatory hereof.

1.3     Registration  of  Securities:  Each  Shareholder  acknowledges  that the
Covered  Securities  held by such Shareholder have not been registered under the
Securities  Act  of  1933,  as  amended  (the "Securities Act"), or qualified or
registered  under any securities laws of any state and therefore, cannot be sold
unless  said  securities are subsequently registered under the Securities Act or
an  exemption  from  such registration is available. Such Covered Securities may
not  be  sold  or  transferred unless registered under the Securities Act or are
entitled  to  exemption  therefrom  and  any  such  sale  or  transfer  is to be
accompanied by an opinion of counsel to the Corporation to that effect. However,
the  Shareholders  acknowledge  that  such  securities  are  the  subject  of  a
Registration  Rights  Agreement  executed as of the date hereof by and among the
Shareholders  and  certain  other  parties.

1.4     Legends: Each certificate for the shares of stock of the Corporation now
or  hereafter  issued  shall  bear  the  following  legends:

     "THE  SHARES  REPRESENTED  BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS  OF  AN AGREEMENT AMONG THE SHAREHOLDERS OF THE CORPORATION, DATED AS
OF APRIL 3, 2002, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION."

     "THESE  SECURITIES  (INCLUDING  ANY  UNDERLYING  SECURITIES)  HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD,
OFFERED  FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH  REGISTRATION  SHALL  NO  LONGER  BE  REQUIRED."

2.     VOTING

2.1     In General.  Each Shareholder shall appear, or cause the record owner to
of  the Covered Securities which have voting rights (the "Voting Securities") to
appear,  in  person, or by proxy, at any annual, special or adjourned meeting of
the  shareholders  of the Corporation (or in connection with any written consent
of  the holders of Covered Securities)and vote, or cause to be voted, the Voting
Securities  owned  by  such Shareholder upon any matters so as to be consistent,
and  not  in  conflict,  with  the  terms  of  this  Agreement.

2.2     Vote  with  Respect  to  Corporation  Option to Purchase Offered Shares.
With  respect  to any vote on any question concerning the Corporation's election
to  exercise  its  option  to purchase any Offered Shares (as defined hereafter)
pursuant  to  Section  2.4, the Selling Shareholder (as defined hereafter) shall
vote,  or  cause  to  be  voted, such Selling Shareholder's Voting Securities as
directed by the Remaining Shareholder (as defined hereafter) at such meeting and
if  such  Selling  Shareholder  is  a  director  at the time of such sale, shall
abstain  from voting as a director on such proposal if presented to the Board of
Directors  of  the  Corporation

2.3     Obligation  to  Vote Upon Death, Dissolution of Transfer as an Operation
of  Law.  The legal representative of the estate of a Shareholder upon the death
of such Shareholder or of a Shareholder upon the dissolution of such Shareholder
or any transferee by operation of law, shall vote, or cause to be voted, on each
matter  requiring  the  vote of the Voting Securities owned by each, in the same
manner  as  the  Voting  Securities  owned  by  the  other  Shareholders.

2.4     Vote  upon  Occurrence of a Material Adverse Events. DiGenova shall vote
his  Voting  Securities  as directed by Stanford in all matters presented to the
shareholders  of  the  Corporation  for  a  vote, including a vote to remove and
replace  the members of the Board of Directors, if there has occurred any of the
following  events (each a "Material Adverse Event"), and DiGenova shall continue
to  vote in such a manner until such time as the matter(s) or circumstance(s) or
other  actions or inactions creating the Material Adverse Event are cured and/or
there  is  no  existence  of  any  Material  Adverse  Event:

2.4.1     Breach  of any covenant, representation or warranty by the Corporation
or  DiGenova  as  contained in the Securities Purchase Agreement dated as of the
even  date  herewith  and the other Primary Documents as such term is defined in
the  Securities  Purchase  Agreement;

2.4.2     Dissolution,  termination of existence, insolvency or business failure
of  the Corporation or any of its subsidiaries or the appointment of a receiver,
trustee or custodian, for all or any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding by or against the
Corporation  or  any  of  its subsidiaries under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute  of  any  jurisdiction;

2.4.3     The termination of employment of DiGenova with the Corporation for any
reason  whatsoever,  unless  a  replacement satisfactory to Stanford at the sole
discretion of Stanford is employed by the Corporation within ninety days of such
termination;

2.4.4     Any default or event of default under any credit arrangement, facility
or  borrowing  of  the  Corporation or any of its subsidiaries that continues to
exist  after  the  expiration  of  any applicable period to cure such default or
event  of  default;

2.4.5     Any non-payment of federal, state or local income, excise or sales tax
by  the  Corporation  or  any  of its subsidiaries when due, as such date may be
extended,  or  the  date  of  such  payment otherwise permitted or allowed to be
extended  by  rule,  regulation,  adjudication  or  operation  of  law;

2.4.6     The  non-payment of any key man insurance, in such benefit amounts and
under  policies  as  approved  by  the  Board  of  Directors of the Corporation,
pursuant  to  which  the  insured  is  DiGenova  and  the  beneficiary  is  the
Corporation;  or

2.4.7     The material non-compliance by the Corporation with the Securities Act
and/or  the  Securities  Exchange  Act  of  1934,  as  amended.

In  the  event  that  DiGenova  voluntarily  terminates  his employment with the
Corporation  or  such employment is terminated for cause, the voting arrangement
provided  in this Section 2.4 shall remain effective until the third anniversary
of such termination of employment.  In the event that the Corporation terminates
DiGenova's  employment  without  cause,  the voting arrangement provided in this
Section  2.4  shall  remain  effective  until  after  180  days  following  such
termination  of  employment.

3.     BOARD  OF  DIRECTORS

3.1     Right  to  Nominate  Directors.     The  Board  of  Directors  of  the
Corporation  shall  consist  of  five directors.  Each of the Shareholders shall
have the right to nominate two of the members of the Board and the fifth nominee
shall  be  mutually  designated  by  the  both  of  the  Shareholders.  If  the
Shareholders for any reason cannot agree on the candidacy of such fifth nominee,
then  Stanford  shall  have the right to designate a nominee of its choice.  Any
vacancy created due to the death, removal or resignation of a director nominated
by  one  Shareholder  may  only  be  replaced  with a nominee designated by such
Shareholder  (all  the  nominees  designated  pursuant  to  this  Section  3.1
collectively,  the  "Shareholders'  Nominees")  in  accordance  with Nevada law.

3.2     Voting on Members of the Board of Directors.   So long as this Agreement
is  in  effect,  each  Shareholder  agrees  to  vote  such  Shareholder's Voting
Securities in favor of each of the Shareholders' Nominees to serve as members of
the  Board  of  Directors  of  the  Corporation.

4.     RIGHT  OF  FIRST  REFUSAL

4.1     In  General.  Subject to the restrictions set forth in Section 1.1.1, in
the event a Shareholder shall desire to sell any Covered Securities held by such
Shareholder, such Shareholder may only sell all, or part, of such securities, in
the  following  manner:

4.2     Notice  to  Sell: If any Shareholder shall desire to Transfer any of its
Covered  Securities  then  such  Shareholder  shall  give  written notice of the
proposed  transaction,  by  at  least thirty days prior to the effective date of
such  proposed  transaction  (hereinafter referred to as a "Notice to Sell"), to
the  other  Shareholder  and  to  the Corporation, offering to sell to the other
Shareholder, all, or part, of such Shareholder's Covered Securities (referred to
as  the  "Selling  Shareholder").

4.2.1     The  Notice  to  Sell shall be in writing and shall include the number
and  kind  of shares of Covered Securities which the Selling Shareholder desires
to  sell or otherwise dispose of (the "Offered Shares"), the name and address of
any  prospective  third party desiring to purchase the Offered Shares or through
the  stock exchange where the Offered Shares would be sold (the third party name
or  the name of the exchange referred to as the "Transferee"), the terms of such
sale  or  disposition,  including  the  consideration offered, and a copy of any
written  agreement  or  other  document  setting  forth  the  information herein
required.

4.3     Notice  of  Acceptance:  The  non-selling  shareholder  (the  "Remaining
Shareholder")  may exercise the option to purchase the Offered Shares by causing
a written notice to be served upon the Selling Shareholder (hereinafter referred
to  as  the "Notice of Acceptance") within fifteen days after the receipt of the
Notice  to Sell. The exercise of such option by such Remaining Shareholder shall
be  conditioned  upon  the  Remaining  Shareholder  agreeing to hold the Offered
Shares  so  acquired  subject  to  the  terms  and conditions of this Agreement.

4.4     Purchase  of  Remaining  Shares  by  Corporation:  If  the  Remaining
Shareholder  for  any  reason  shall  fail  or  refuse to exercise the option to
purchase  all  of  the  Offered  Shares in accordance with Section 4.3, then the
Corporation  shall have the option in its sole discretion to purchase any or all
of the Offered Shares not purchased by the Remaining Shareholder.  Within thirty
days  of  the  giving  of  the Notice to Sell, the Remaining Shareholder and the
Board  of Directors of the Corporation shall cause the Board of Directors of the
Corporation  to vote on the exercise of said option, and by a resolution thereof
and  shall  deliver a Notice of Acceptance, if applicable, within ten days after
such  meeting.

4.5     Failure  to  Exercise  Options:  If  the  Remaining  Shareholder and the
Corporation  fail  to  exercise  the  option to purchase the Offered Shares, the
Selling  Shareholder  may  sell,  encumber  or  otherwise dispose of the Offered
Shares  not  purchased  by  the  Remaining Shareholder or the Corporation to the
prospective Transferee named in the Notice to Sell in strict accordance with the
terms  therein stated, at a price not less than, and on terms and conditions not
more  favorable  to  the  Transferee  than, are set forth in the Notice to Sell;
provided that, if the Transferee is not a public stock exchange,  the Transferee
shall  agree in writing, prior to such transfer, with the Company, the Remaining
Shareholder  and  the  Selling Shareholder, as may be applicable, to be bound by
all the terms and provisions of this Agreement as though such transferee were an
original  signatory  hereto.

4.6     Purchase  Price:  If  the option to purchase the Offered Shares shall be
made,  the  purchase  price shall be that as offered by such third party, except
that  if  the Transferee is an exchange, the purchase price shall be the closing
bid  price  of  the Offered Shares on such exchange on the date of the Notice to
Sell.

4.7     Closing:  The  Notice  of  Acceptance  shall,  for  the  purpose of this
Agreement, be a written notice delivered in person or by registered or certified
mail,  return  receipt  requested, to the Selling Shareholder; said notice shall
specify  a place for the closing, and an hour and a date not earlier than thirty
days  or later than sixty days after the sending of such Notice of Acceptance as
the  time  for  closing.

4.8     Payment of Debts: In the event that at the time of purchase, the Selling
Shareholder  shall  be  indebted  to the Corporation for any sum whatsoever, the
amount  of  each  indebtedness  shall  be paid to the Corporation by the Selling
Shareholder at closing, or in the event that the purchaser of the Offered Shares
shall be the Corporation, then the amount of such indebtedness shall be deducted
from  the  purchase  price  to be paid by the Corporation. In the event that the
Corporation  shall  be  indebted  to  the  Selling  Shareholder  at  the time of
purchase, then the amount of such indebtedness shall be paid by the Corporation,
in  addition  to  the  purchase  price to be paid for the shares of stock of the
Selling  Shareholder.



5.     CO-SALE  RIGHTS

5.1     Tag-Along  Rights.  Upon  receipt  of  the Notice to Sell, the Remaining
Shareholder  may,  by  giving  written  notice to the Selling Shareholder within
fifteen  days  after  the  receipt  of  the  Notice to Sell, require the Selling
Shareholder  to  request  that  the  proposed purchaser or transferee extend its
offer  to  the  Remaining  Shareholder  permitting  the Remaining Shareholder to
Transfer its Covered Securities in the same proportion and on the same terms and
for  the  same type of consideration as the Covered Securities to be sold by the
Selling  Shareholder.  If the proposed purchaser or transferee refuses to extend
its  offer  to  the  Remaining  Shareholder,  unless  the  Remaining Shareholder
consents in writing, the Selling Shareholder shall only be permitted to sell and
accept  such  an offer by the proposed purchaser or transferee provided that the
number  of  Covered  Securities  to be purchased from the Selling Shareholder is
reduced  on  a  pro-rata  basis  so  as  to  permit the Remaining Shareholder to
participate  in  such  sale.  The  total amount of Covered Securities to be sold
hereunder  by  each Shareholder shall be equal to (A) the total number amount of
Covered  Securities to be sold to the proposed purchaser or transferee and which
such  proposed purchaser or transferee is willing to purchase, multiplied by (B)
a fraction, the numerator of which shall be equal to the total amount of Covered
Securities  to  be  sold  by  each  Shareholder  (the Selling Shareholder or the
Remaining  Shareholder, as applicable), and the denominator of which is equal to
the  total amount of CoveredSecurities that both the Shareholders desire to sell
hereunder.  The  consideration  shall be allocated between the Shareholders on a
pro-rata  basis  in  accordance  with  the amount of Covered Securities they are
selling.  If  the Remaining Shareholder fails to deliver a written notice to the
Selling Shareholder of its intention to participate in such sale within the time
period  prescribed  herein,  the  Remaining  Shareholder  will be deemed to have
waived  its  tag-along  rights  hereunder  with  respect  to  such  Transfer.
5.2     Drag-Along  Rights.   Subject  to  the  other  restrictions  in  this
Agreement, in the event a Selling Shareholder and/or the Corporation proposes to
consummate  a  transaction  or  series of transactions with a third party (other
than  a  an  individual,  corporation, partnership, association, trust or entity
which  is  directly  or indirectly controlled by, or under common control of the
Selling  Shareholder  or  a  family  member  of  the Selling Shareholder), which
transaction  or series of transactions results in such third party owning 50% or
more  of  the  Corporation's  capital  stock, the Selling Shareholder and/or the
Corporation  shall  provide  the Remaining Shareholder (it being understood that
both  Shareholders may the Remaining Shareholders in this instance) with written
notice  (the  "Drag-Along Notice") of the date(s) of the proposed transaction(s)
and  all  terms of such proposed transaction(s) by at least thirty days prior to
the effective date of such proposed transaction(s). In such event, the Remaining
Shareholder may, by giving written notice to the Selling Shareholders and/or the
Corporation,  as  the  case  may  be, within fifteen days after the receipt of a
Drag-Along  Notice,  require  the Selling Shareholder and/or the Corporation, as
the  case  may be, to request that the proposed purchaser or transferee offer to
purchase  all of the Covered Securities of the Remaining Shareholder on the same
terms  and for the same type of consideration offered to the Selling Shareholder
and/or  the  Corporation.   If  the  proposed purchaser or transferee refuses to
extend  its offer to the Remaining Shareholder, unless the Remaining Shareholder
consents  in  writing, the Selling Shareholder and/or the Corporation shall only
be  permitted  to  sell  and  accept  such an offer by the proposed purchaser or
transferee  provided  that  the amount of capital stock to be purchased from the
Selling  Shareholder  and/or the Corporation is reduced, on a pro-rata basis, if
applicable, so as to permit the Remaining Shareholder to sell all of the Covered
Securities  owned  by the Remaining Shareholder in such sale.  The consideration
shall  be  allocated  between the Selling Shareholder and/or the Corporation, on
the  one side, and the Remaining Shareholder, on the other, on a pro rata basis,
if  applicable, in accordance with the amount of securities they are selling. If
the  Remaining  Shareholder  fails  to  deliver  a written notice to the Selling
Shareholder  and/or  the  Corporation,  as  the case may be, of its intention to
participate in such sale within the time period prescribed herein, the Remaining
Shareholder  will  be deemed to have waived its drag-along rights hereunder with
respect  to  such  sale  or  transfer.

6.     DEATH  OR  DISSOLUTION  OF  A  SHAREHOLDER

6.1     In  the  event  of  the  death  or the dissolution of a Shareholder (the
"Disappearing  Shareholder"),  the  Corporation and/or the Shareholder surviving
such  death  or  dissolution, as applicable (the "Surviving Shareholder"), shall
have  the  option to purchase, and the estate of the Disappearing Shareholder or
the  Disappearing  Shareholder  upon  dissolution  shall  sell if such option is
exercised,  all of the Covered Securities owned by the Disappearing Shareholder.
The  Corporation  and/or  the  Surviving  Shareholder, severally or jointly, may
elect  to  purchase  the  Disappearing  Shareholder's  Covered Securities, which
purchase  shall  be  made  under  the  following  terms  and  conditions:

6.2     Notice  of  Acceptance:  The  Surviving  Shareholder and the Corporation
shall  provide  a  Notice of Acceptance in accordance with Sections 4.3 and 4.4,
respectively.

6.3     Purchase Price: The purchase price to be paid for the Covered Securities
of  the  Disappearing  Shareholder,  and  the terms of payment thereof, shall be
determined  in  accordance with the provisions of Section 6.5 of this Agreement.

6.4     Payment  of  Debts:  In  the  event  that,  at  the  time  of  death  or
dissolution, the Disappearing Shareholder is indebted to the Corporation for any
sum  whatsoever,  then  the  amount  of  such  indebtedness shall be paid to the
Corporation  by  the  Disappearing Shareholder or the estate of the Disappearing
Shareholder,  or,  in  the event that the purchaser of the Covered Securities of
the  Disappearing  Shareholder shall be the Corporation, then the amount of such
indebtedness  shall  be  deducted  from  the  purchase  price  to be paid by the
Corporation.  In  the  event  that  the  Corporation  shall  be  indebted to the
Disappearing Shareholder at the time of death or dissolution of the Disappearing
Shareholder,  then  the  amount  of  such  indebtedness  shall  be  paid  by the
Corporation,  at  the  closing, in addition to the purchase price to be paid for
the  Covered  Securities  of  the  Disappearing  Shareholder.

6.5     Valuation:  For  the purposes of valuation of Covered Securities offered
or sold under Section 6 of this Agreement, the value of each share of the Common
Stock  shall  be  equal  to  the  average  of  the  closing  sales prices of the
Corporation's  common stock, as reported on the Nasdaq Over the Counter Bulletin
Board  (or  such  other  exchange  on  which  the Company's common stock is then
traded),  for  the  five consecutive trading days prior to the date of the event
requiring  the  need  for  such  valuation.  For  the purpose of determining the
valuation  of  the Series B Preferred Stock and/or the Series C Preferred Stock,
the price shall be equal to the number of shares of the Common Stock such Series
B  Preferred  Stock and/or Series C Preferred Stock would be convertible into at
the  time  multiplied  by  the per-share price determined in accordance with the
preceding  sentence (minus any exercise price, if applicable, that would be paid
at  the  time).  The Shareholders and/or the Corporation shall mutually agree on
the  valuation  of the warrants, options, and other rights to acquire additional
capital  stock  of  the  Corporation that are offered or sold under Section 6 of
this  Agreement.

7.     MANNER  OF  PAYMENT  FOR  STOCK

7.1     Upon  the  Death or Dissolution of a Shareholder: The purchase price for
the  Covered  Securities  of a Disappearing Shareholder shall be paid in no more
than  three  equal  consecutive  monthly  installments  after  the  closing.

7.2     Upon  the  Exercise of the Right of First Refusal: The purchase price of
the  Offered  Shares  from  a  Selling  Shareholder pursuant to shall be paid as
follows:

7.2.1     If  sale  is  proposed  to  be completed through an exchange where the
Offered  Shares will be sold, the aggregate purchase price of the Offered Shares
shall  be  paid by the Remaining Shareholder or the Corporation, as the case may
be,  in  no  more  than  twelve  equal  consecutive  monthly installments at the
valuation  determined  in  accordance  with  Section  6.5.

7.2.2     If  the  Transferee  is a third party, the aggregate purchase price of
the Offered Shares shall be paid under the same terms as set forth in the Notice
to  Sell.

7.2.3     Notwithstanding anything herein to the contrary, in the event that the
entire purchase price is not paid at closing, the Selling Shareholder shall have
the  option  to  elect any installment sales method which may be available under
the  Internal  Revenue  Code  for  the  payment.

7.3     Evidence  of  Indebtedness:  Any  deferred portion of the purchase price
payable  in  accordance  with  Sections  7.2.1  or  7.2.2  hereinabove, shall be
evidenced by a promissory note which shall bear annual interest at (a) the prime
rate  as  reported  in The Wall Street Journal, for purchases in accordance with
7.2.1;  or  (b)  the  rate,  if  any,  as  included  in the Notice to Sell. Such
promissory  note  shall provide for acceleration of the entire remaining balance
in  the  event  of  a default in the payment of any installment not cured within
seven  days  after its due date. The maker shall have the right to prepay all or
any  of  said  notes  in the inverse order of their maturity, with interest, but
without  premium  or  penalty.

7.4     Escrow:  Until  the  receipt  of  the  purchase price in full, the legal
representative  of  the  Disappearing Shareholder or the Selling Shareholder, as
the  case  may be (hereinafter the "Seller"), shall deliver the certificates for
such  shares,  together  with  a  stock  power executed in blank and an executed
standard  form  general release (collectively the "Escrowed Property"), in favor
of  the  Corporation  and  the  Remaining  Shareholder,  to the attorney for the
Corporation,  as  escrow  agent  ("Escrow  Agent"),  who  shall  hold  all  such
certificates  and  the  general  release(s)  in  escrow  until all of the unpaid
balance  has  been  received  and  collected by the Seller, at which time Escrow
Agent  shall deliver the Escrowed Property to the purchasers, as their interests
may  appear  and  have  appropriate  tax  transfer  stamps  affixed thereto. The
purchasers  shall have all the rights of ownership during the time said stock is
held  in  escrow and shall be entitled to vote said stock, and shall be entitled
to  receive any dividends or other emoluments so long as said purchasers are not
in  default  under  the  terms  of  this  Agreement.

7.5     Security  for  Payment of the Obligation: During the period in which all
or  any  part  of  the  purchase price remains unpaid, the Remaining Shareholder
covenants and agrees to so vote the Remaining Shareholder's Voting Securities or
to so act as Directors to effectuate the following, except where the consent, in
writing,  of  the  legal  representative  of the Disappearing Shareholder or the
Selling  Shareholder,  whichever  the  case  may  be, has been obtained prior to
taking  such  action:

7.5.1     The Corporation shall not declare any dividends, except as required by
the  certificate  of  designations  of  the  preferred stock of the Corporation;

7.5.2     The  Corporation  shall  not  take  any  action  except in the normal,
regular  and  customary  course  of  its  business  without  first obtaining the
consent, in writing, of the legal representative of the Disappearing Shareholder
or  the  Selling  Shareholder,  whichever  the  case  may  be;

7.5.3     The Corporation shall not merge into any other corporation or have any
corporation  merge into it, shall not consolidate with any other person, firm or
corporation  and shall not sell its business or assets or purchase the assets or
business  of any person, firm or corporation without first obtaining the consent
of  the  legal  representative  of  the  Disappearing Shareholder or the Selling
Shareholder,  whichever  the  case  may  be;

7.5.4     No  change  will  be  made  in  the Corporation's authorized or issued
capital  stock;

7.5.5     No  mortgages,  pledges,  liens  or other encumbrances will be made or
placed  against  the  property  of  the  Corporation;  and

7.5.6     The  Corporation  shall  use  its  best  efforts  to  preserve  the
Corporation's  business organization intact and to preserve for the Corporation,
its  good will business relations with outsiders and persons with whom it deals.

7.6     Default: In the event that there is a default in payment or in any other
terms  of  the sale and purchase, the Seller shall have the right to require the
Escrow  Agent,  after giving the notice of the sale and its time and place, then
required  by  law,  but  in  no event less than twenty days after notice sent by
registered  or  certified  mail,  return  receipt  requested (hereinafter "Grace
Period"),  and  without  any  liability  on the part of the Seller or the Escrow
Agent  for  any  diminution  in  the  price  of the pledged stock which may have
occurred,  to  cause  all  or part of said stock to be sold at public or private
sale  subject to and in accordance with the terms of the Uniform Commercial Code
of  the  State of  Florida then existing. The sale may be public or private, and
at  such sale, if public, the Seller shall have the right to purchase all or any
part  of  the  pledged  stock.  Out of the proceeds of any such sale, the Escrow
Agent  shall reimburse himself or otherwise pay any of the expenses of said sale
including  reasonable  attorneys'  fees and shall deliver an amount equal to the
full  principal and interest remaining unpaid in connection with the sale of the
stock  pledged  to  the  Seller and pay over any balance of such proceeds to the
purchaser.  In  the event that the proceeds of any such sale are insufficient to
cover  the entire unpaid principal and interest due in connection with the sale,
plus  the  expenses of the sale, the purchaser shall remain fully and completely
liable to the Seller for any resulting deficiency. In addition to the foregoing,
the  Seller  shall  have  all other rights of  a secured party under the Uniform
Commercial  Code  of  the  State  of  Florida  then  existing.

7.6.1     In addition, if the default in the payment of the purchase price is by
the  Corporation,  and  such  default  shall  remain  in effect beyond the Grace
Period,  the  Seller  shall  have  the  option  to  cause  a  dissolution of the
Corporation, and upon giving written notice to the Remaining Shareholders and to
the  Corporation  by  registered  or  certified  mail, return receipt requested,
within twenty days after the expiration of the Grace Period following a default,
the  Remaining  Shareholders  agree  for  themselves  and  for  their  personal
representatives  that  they  will  so  vote  their  stock  of the Corporation to
effectuate  such  a  dissolution  forthwith  and  shall  execute and cause to be
executed any instruments or certificates required under the laws of the State of
Nevada  in  order  consummate  such  dissolution  of  the Corporation. Upon such
dissolution,  the Seller shall be paid the balance of the purchase price and all
accrued  interest  thereon  in  full,  if possible, prior to any distribution of
funds  or  assets  to  the  Remaining  Shareholders.

7.6.2     If  the  Seller  does  not  choose  to  exercise  any of the foregoing
remedies, the Seller may require the Escrow Agent to redeliver all of his shares
of  stock  held  in escrow with the stock power pertaining thereto and upon such
redelivery  the  Corporation  shall  cause  said shares to be transferred to the
Seller  who may retain all sums paid in connection with the sale and purchase in
full  satisfaction  of the purchase price and all damages caused by the default,
subject to complying with the requirements of the Uniform Commercial Code of the
State  of  Florida  pertaining  thereto,  if  any.

7.6.3     None  of  the foregoing remedies shall be deemed as being exclusive of
any  other remedy herein set forth and in addition, the Seller may resort to any
other  legal  or  equitable  remedy  available  to  him  or  it  under  the law.

7.6.4     If  any  of  the  foregoing  remedies  shall  be  unenforceable,  the
unenforceability  thereof  shall  not affect or in any way deter or detract from
any  other  remedy  herein  set  forth.

7.7     Additional  Items  as  Closing:  The  legal  representative  of  the
Disappearing  Shareholder shall be required to deliver an appropriate tax waiver
and  a  Certificate  of Letters Testamentary or Letters of Administration to the
attorney for the purchaser upon receipt of purchase price in full or in cash and
notes  as  provided  above.

8.     ACTIONS  IN  VIOLATION  OF  THIS  AGREEMENT

8.1     Purchase  from  Transferee:  In  the event the Covered Securities of any
Shareholder are pledged, hypothecated, transferred or disposed of in any manner,
without  complying  with  the provision of this Agreement, or if such securities
are taken in execution or sold in any voluntary or involuntary legal proceeding,
sale,  bankruptcy,  insolvency  or  in any other manner, the Corporation and the
other Shareholder shall, upon actual notice thereof, in addition to their rights
and  remedies under this Agreement, be entitled to purchase such securities from
the  Transferee  thereof,  under  the  same terms and conditions and at the same
price  as set forth in the provisions of this Agreement dealing with the sale of
such  securities  held  by  such Transferee, as if the Transferee had offered to
sell such securities, but in no event shall the purchase price exceed the amount
paid  for  said  shares  by  the Transferee. The Corporation may, at its option,
refuse  to  transfer  on its books and its records any securities transferred in
violation  of  this  Agreement.

8.2     Additional  Remedies: In the event of a breach of any material provision
hereof  by  either  Shareholder, the other Shareholder shall, in addition to all
other  remedies,  be  entitled  to:

8.2.1     A  temporary  and  permanent  injunction  without  showing  any actual
damage;

8.2.2     A  decree  of  specific  performance  of  the  terms  hereof;  and

8.2.3     An  option  to  purchase  all  of the Covered Securities owned by such
violating  Shareholder.  The terms, provisions, manner, method and the period of
time  of  exercising  said option shall be the same as provided for in Section 4
herein  as  if such violating Shareholder were a Selling Shareholder except that
the  period of time shall be counted from the day after knowledge is received of
the  event of the breach or a threatened or attempted breach instead of from the
day  of  receipt  of  the  Notice  to  Sell.

9.     TERMINATION  OF  AGREEMENT

9.1.1     Termination  Events:  This Agreement shall terminate on the occurrence
of  any  of  the  following:

9.1.1.1     The  dissolution  of  the  Corporation;

9.1.1.2     The  acquisition  of  all stock in the Corporation by any individual
firm,  corporation,  or  other  entity;

9.1.1.3     The  mutual  consent  of  the  Shareholders;  or

9.1.1.4     If  either  Stanford  or  DiGenova  owns  less than 5% of the Voting
Securities  not  as  a  result  of  any  violation  of  this  Agreement.

9.1.2     Effect  of  Notice to Sell: Anything in this Section 9 to the contrary
notwithstanding,  this  Agreement  and  all  of its terms shall continue in full
force  and  effect so long as any Notice to Sell by a Selling Shareholder or the
representative  of  a  Disappearing  Shareholder is outstanding and/or until any
pending sale and purchase of stock provided for in this Agreement is consummated
by  payment  in  full.

10.     ARBITRATION

10.1     Any  dispute  or  controversy  of  any kind or nature, relating to this
Agreement  or  the  breach  or  performance  hereof,  that shall arise among the
parties  hereto  or their legal representative, shall be governed by Florida law
and  shall  be settled and determined by arbitration Miami-Dade County, Florida,
in  accordance  with  the  rules  then  obtaining  of  the  American Arbitration
Association,  before  a sole arbitrator selected by said Association pursuant to
its  rules.  All  costs  of  arbitration  shall  be  borne  as  directed  by the
arbitrators.  Judgment  upon the award rendered by the arbitrator may be entered
in  any  court  having  jurisdiction. The arbitrator shall be entitled to compel
specific performance and/or injunctive relief by the parties of their duties and
obligations  under  this  Agreement  in order to more effectively accomplish the
intentions  and  desires  set  forth  in  the  preamble  to  this  Agreement.
Notwithstanding  anything herein to the contrary, in the event there is a breach
of  any  material  provision  hereof,  the  other  Shareholder  (other  than the
violating  Shareholder)  shall  be entitled to apply to the appropriate forum in
the  courts  of  the  State  of Florida for relief pending a final determination
pursuant  to  this Section 10. The arbitrator is specifically empowered to issue
an  order  requiring  a  temporary  and  permanent injunction and/or a decree of
specific  performance.

11.     WAIVER  OR  MODIFICATION

11.1     Amendment:  This  Agreement  may  not  be  validly  modified,  amended,
rescinded,  changed  or  discharged unless the same is in writing, and signed by
the  parties  affected  thereby,  or  by  their  duly  authorized  agents.

11.2     Entire  Agreement:  This  Agreement  embodies  the entire agreement and
understanding  of  the  parties hereto with respect to the subject matter herein
contained,  and  other  than  the  Securities  Purchase  Agreement and the other
Primary Documents (as such term is defined in the Securities Purchase Agreement)
there  are  no  agreements,  understandings  or representations made or existing
among  the  parties  hereto,  except  as  is  herein  expressly  set  forth.

11.3     Effect of a Waiver: No waiver of a provision of this Agreement shall be
deemed  a waiver of any other provisions or shall a waiver of the performance of
a  provision  in  one or more instances be deemed a waiver of future performance
thereof.

12.     ASSIGNMENT

1.1     Parties  acknowledge that Stanford is permitted to assign any and all of
its  warrants  acquired  pursuant  to  the  Securities Purchase Agreement by and
between  Tangible  Asset  Galleries,  Inc., Stanford and DiGenova dated April 3,
2002  to  any  of  its  affiliates  (such  term  is used in Rule 144 promulgated
pursuant  to  the Securities Act).  Parties further agree that any such assignee
shall  be required to agree in writing, prior to such assignment, to be bound by
all  the  terms and obligations of this Agreement as though such transferee were
an  original  signatory  hereto.

13.     SEPARABILITY

13.1     If  any  provision  of  this  Agreement  shall  be  determined  by  the
arbitrators,  or  by  any  Court  having jurisdiction, to be invalid, illegal or
unenforceable, the remainder of this Agreement shall not be affected thereby but
shall  continue  in  full  force  and  effect as though such invalid, illegal or
unenforceable  provision  or  provisions  were  not  originally  a  part hereof.


14.     BINDING  EFFECT  OF  AGREEMENT

14.1     This  Agreement  shall  be  binding not only on the parties hereto, but
also on their heirs, executors, administrators, successors, and assigns, and the
parties  hereto agree for themselves and their heirs, executors, administrators,
successors,  and  assigns,  to execute any instruments which may be necessary or
proper  to  carry  out  the  purposes  and  intent  of  this  Agreement.

15.     ENDORSEMENT

15.1     All  stock certificates of the Corporation shall contain an endorsement
that  they  are  subject  to  the  terms  and  provisions  of  this  Agreement.

16.     CONSTRUCTION

16.1     Gender  and  Number:  As  used  in this Agreement wherever necessary or
appropriate,  the  singular shall be deemed to include the plural and vice versa
and the masculine gender shall be deemed to include the feminine and neutral and
vice  versa,  as  the  context  may  require.

16.2     Controlling  Law:  This  Agreement  shall  be construed and enforced in
accordance with the laws of the State of Florida without regards to its conflict
of  laws  principles.

17.     NOTICES

17.1     All notices, requests, demands and other communications hereunder shall
be  in  writing and shall be deemed to have been given when mailed, by certified
-or  registered  mail,  certification  or  registration fee and postage prepaid,
return  receipt requested, to appropriate parties at the respective addresses as
contained in the records of the Corporation or to such addresses as may be given
in  writing  by  any  such  parties  to  the  Corporation.

[THE  REMAINING PART OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURES APPEAR
ON  THE  NEXT  PAGE]



<PAGE>



     IN  WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and
seals  the  day,  month  and  year  first  above  written.

     TANGIBLE ASSET GALLERIES, INC.


By________________________
Michael Haynes
President



STANFORD VENTURE CAPITAL HOLDINGS, INC.


By__________________________
Name:
Title:


_______________________________
SILVANO DIGENOVA, an individual

<PAGE>
                                 SPOUSAL CONSENT

     The  undersigned  is the spouse of Silvano DiGenova (the "Shareholder") and
acknowledges  that  she has read and understands the provisions of the foregoing
Shareholders' Agreement (the "Agreement"), by and among Shareholder and Stanford
Venture  Capital  Holdings,  Inc.,  a  Delaware  corporation, and Tangible Asset
Galleries, Inc., a Nevada corporation (the "Company").  The undersigned is aware
that  the  provisions  of  the  Agreement  govern  and control the Shareholder's
interests  in  the  Company,  including  any  community  property  interest  or
quasi-community  property interest they undersigned may have, in accordance with
the  terms  and  provisions  of the Agreement.  The undersigned hereby expressly
approves  of  and  agrees  to be bound by the provisions of the Agreement in its
entirety, including, but not limited to, those provisions relating to the voting
rights  and  sales and transfers of securities, and the restrictions thereon. If
the  undersigned  predeceases  the  Shareholder  when  the  Shareholder owns any
interests  in  the Company, she hereby agrees not to devise or bequeath whatever
community property interest or quasi-community property interest she may have in
the  Company  in  contravention  of  the  Agreement.


Dated: April 3, 2002



Eve DiGenova

<PAGE>

                                    EXHIBIT F

                                LOCK-UP AGREEMENT

     AGREEMENT  dated as of April 3, 2002, by and among Stanford Venture Capital
Holdings,  Inc.  ("Stanford"),  Tangible  Asset  Galleries,  Inc.,  a  Nevada
corporation  ("Company"),  and  the  undersigned  stockholders of Tangible Asset
Galleries,  Inc.  (the  "TAG  Stockholders").

     WHEREAS, the TAG Stockholders are holders of shares of capital stock of the
Company  ("Company  Capital  Stock") as set forth on Schedule A attached hereto;

     WHEREAS,  pursuant to the Stock Acquisition Agreement by and among Stanford
and  the  Company,  Stanford has agreed to acquire preferred stock that would be
convertible into an amount up to 30,000,000 of common stock of the Company up to
30,000,000  shares  of  common  stock  of  the  Company  subject  to  certain
contingencies;

     WHEREAS,  it is a condition to the Stock Acquisition Agreement that the TAG
Stockholders  execute  this  Agreement;

     NOW,  THEREFORE,  in consideration of the foregoing and the agree-ments set
forth  below,  the  parties  hereby  agree  with  each  other  as  follows:

1.     Certain  Defined  Terms.  As  used  in this Agreement, the following
terms  shall  have  the  following  respective  meanings:

(a)     "Shares"  shall mean and include the shares of Company common stock held
by  the  TAG  Stockholders  as  detailed  on  Schedule  A.

2.     Prohibited  Transfers.

(a)  The TAG Stockholders shall not sell, assign, transfer, pledge, hypothecate,
mortgage,  encumber  or  otherwise  dispose of all or any of their Shares except
Released  Shares,  as  defined in Section 4. The term "Dispose" includes, but is
not  limited  to,  the  act  of  selling,  assigning,  transferring,  pledging,
hypothecating,  encumbering,  mortgaging, giving and any other form of disposing
or  conveying,  whether  voluntary or by operation of law, except for, a private
sale  where the purchaser agrees to be bound by each and all the restrictions in
this  Agreement  as  if  such  purchaser  was  an  original  TAG  Stockholder.

(b)     Notwithstanding  the foregoing, the TAG Stockholders may transfer all or
any  of  their Shares (i) by way of gift to any member of their family or to any
trust  for  the  benefit  of  any  such  family  member of the TAG Stockholders,
provided  that  any  such  transferee  shall agree in writing with Company, as a
condition  to  such  transfer,  to  be  bound  by  all of the provisions of this
Agreement to the same extent as if such transferee were one of TAG Stockholders,
or  (ii)  by  will  or the laws of descent and distribution, in which event each
such transferee shall be bound by all of the provisions of this Agreement to the
same  extent  as  if  such transferee were one of the TAG Stockholders.  As used
herein,  the  word  "family"  shall  include  any  spouse,  lineal  ancestor  or
descendant,  brother  or  sister.

(c)     No  transfer  of  Shares otherwise permitted by this Agreement
may  be  made  unless  (i) the Shares shall have first been registered under the
Securities  Act  of  1933,  as amended (the "Securities Act"); (ii) Parent shall
have  first  been  furnished  with  an  opinion  of  legal  counsel,  reasonably
satisfactory  to  Parent,  to  the  effect that such transfer is exempt from the
registration  requirements  of  the  Securities  Act;  or (iii) such transfer is
within  the  limitations of and in compliance with Rule 145 under the Securities
Act.

(d)     Any  transfer  or  other disposition of Shares in violation of
the  restrictions  on transfer contained herein shall be null and void and shall
not  entitle TAG Stockholders or any proposed transferee or other person to have
any  Shares  transferred  upon  the  books  of  Company.

3.     Term  of  Agreement.
This  Agreement  shall  expire  on  October  31,  2005.

4.     Release  of  Shares  from  Transfer  Restrictions.

(a)     The term "Released Shares" shall mean, for each of the TAG Stockholders,
     the  following  percentage  of  the  Shares owned or held by the respective
parties  as  of  the  applicable  Release  Date:

Percentage  of  Shares  that Become  Released  Shares

Release  Date
On  the  date  hereof     -0%-
On  January  31,  2004     12.5%
On  April  30,  2004     12.5%
On  July  31,  2004     12.5%
On  October  31,  2004     12.5%
On  January  31,  2005     12.5%
On  April  30,  2005     12.5%
On  July  31,  2005     12.5%
On  October  31,  2005     All  remaining  Shares
Shares  which  have not been Released in the manner described above or otherwise
become  Released  Shares  under  this  Section  4, shall be regarded as "Lock-Up
Shares"  and  shall  be  subject  to  the  prohibitions on transfer contained in
Section  2.

(b)     Subsequent  to  each of the Release Dates, the TAG Stockholders shall be
permitted  to  Dispose  of  twelve  and one half percent (12.5%) of the Released
Shares  relating to such Release Date during each of eight (8) contiguous ninety
(90)  day  periods  beginning  with  the  first  Release  Date.

(c)     The  Company  may  be petitioned in writing by any of the parties hereto
(the  "Requesting  Party")  to  waive  some  or  all of the restrictions of this
Agreement  with  respect  to  Lock-Up  Shares.  In such event, the Company shall
notify  in  writing  the  other  parties hereto (the "Remaining Parties") of the
petition  by  the  Requesting  Party  (the  "Petition"). Within ten (10) days of
receipt  of  the Petition, each of the Remaining Parties shall notify in writing
the  Company  of  consent  or denial of such Remaining Party with respect to the
Petition.  If  any  Remaining  Party does not reply within the prescribed notice
period,  the Company shall deem consent of the Petition from such non-responsive
Remaining Party. Upon receipt of the notices from the Remaining Parties, Company
shall  tabulate the consents and denials with the number of Shares owned or
held  by  each  of  the  Remaining  Parties representing one vote for consent or
denial,  as  the  case  may  be.  The  Company  shall  then  either  waive  the
restrictions  in  the  Petition  or  send notice to the Requesting Party and the
Remaining Parties that the Petition has been denied. If the Company releases any
the  Requesting  Party  of restrictions in accordance with the Petition ("Waived
Restrictions"),  then  the  Company  shall  notify  the Requesting Party of such
consent  and release and Company shall also notify the Remaining Parties of such
consent  and release an equivalent percentage of Shares of the Remaining Parties
from  the  Waived  Restrictions  in accordance with the following: Company shall
release  that  number  of  the  aggregate  of the Lock-Up Shares for each of the
Remaining  Parties  determined  by  multiplying  such  aggregate  number  by  a
percentage  equal to (i) the number of Shares of the Requesting Party subject to
the  Waived  Restrictions divided by (ii) the aggregate of the number of Lock-Up
Shares  for  the  Requesting  Party.


5.     Rights  as  Stanford and as TAG Stockholders.  It is understood that
the  TAG  Stockholders have the right to vote all of the Shares held by them and
that  they  shall  be  entitled  to  all  dividends or distributions made by the
Company  arising  in  respect  of  the Shares, in cash, stock or other property,
including  warrants,  options  or  other  rights.

6.     Specific Enforcement.  The parties hereby acknowledge and agree that
they  may  be  irreparably  damaged  in  the  event  that  this Agreement is not
specifically  enforced.  Upon  a  breach  or  threatened  breach  of  the terms,
covenants  and/or  conditions  of  this  Agreement by any party, any other party
shall,  in  addition  to  all  other  remedies,  be  entitled  to a temporary or
permanent  injunction,  without  showing  any actual damage, and/or a decree for
specific  performance,  in  accordance  with  the  provisions  hereof.

7.     Legend.  All  certificates  evidencing  any of the Shares subject to
this Agreement shall also bear a legend substantially as follows during the term
of  this  Agreement:

     "The  shares represented by this certificate are subject to restrictions on
transfer  and  may not be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of except in accordance with and subject to all the terms and
conditions  of a certain Lock-Up Agreement originally dated as of March 27, 2002
as it may be amended from time to time, a copy of which the Company will furnish
to  the  holder  of  this  certificate  upon  request  and  without  charge."

8.     Governing  Law;  Successors  and  Assigns.  This  Agreement shall be
construed in accordance with and governed by the laws of the State of California
without  regard to its conflict of laws provisions and shall be binding upon the
heirs,  personal  representatives,  executors,  administrators,  successors  and
assigns  of  the  parties.

9.     Notices.   All notices to be given or otherwise made to any party to
this  Agreement  shall  be  deemed  to  be  sufficient if contained in a written
instrument,  delivered  by  hand  in  person,  or  by  express overnight courier
service,  or  by  electronic  facsimile  transmission (with a copy sent by first
class mail, postage prepaid), or by registered or certified mail, return receipt
requested,  postage  prepaid,  addressed  to such party at the address set forth
below  or at such other address as may hereafter be designated in writing by the
addressee  to  the  addresser  listing  all  parties:

         If  to  the  Company:
         3444  Via  Lido
         Newport  Beach,  California  92663
         Attn.:  Chief  Financial  Officer
         Fax:  949-566-9143

If  to  the  TAG  Stockholders:  at  the  addresses on the signature page hereto


All  such  notices  shall,  when mailed or sent via facsimile, be effective when
received  or  when  attempted  delivery  is  refused.

10.     Entire  Agreement  and  Amendments.  This Agreement constitutes the
entire  agreement  of  the parties with respect to the subject matter hereof and
may  not be modified, amended or terminated except by an agreement signed by the
Company  and  the  holders  of at least a majority of the Shares subject to this
Agreement.  This  Agreement  substitutes for all other agreements between any of
the  parties  hereto,  whether  such  agreement  was  oral  or  in  writing.

11.     Waivers.  From  time  to  time  the  Company  may  waive its rights
hereunder  either  generally  or  with respect to one or more specific transfers
which have been proposed, attempted or made.  No waiver of any breach or default
hereunder  shall be considered valid unless in writing, and no such waiver shall
be  deemed  a  waiver of any subsequent breach or default of the same or similar
nature.

12.     Severability.  If  any provision of this Agreement shall be held to
be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other severable provision
of  this  Agreement,  and  this  Agreement  shall  be carried out as if any such
illegal,  invalid  or  unenforceable  provision  were  not  contained  herein.

13.     Counterparts.  This  Agreement  may  be  executed  in  two  or more
counterparts,  each  one  of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

14.     Contingent  Applicability. This entire Agreement is contingent upon
the  first  closing  under  the  Securities  Purchase  Agreement  by and between
Stanford  and  the  Company. If there is no first closing on or before April 30,
2002,  this  Agreement  shall  become  null and void and of no effect. The fully
executed  copies of this Agreement are being held by Gersten Savage & Kaplowitz,
LLP,  counsel  to  the  Company  in  the  transaction  contemplated by the Stock
Acquisition  Agreement.  If  the  Stock  Acquisition Agreement is not closed and
funded  by  April 30, 2002, Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP shall
destroy  all  copies  of  this Agreement and notify each TAG Stockholder and the
Company  that  this  Agreement  has  been destroyed and is of no further effect.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>


     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  above  written.

TANGIBLE  ASSET  GALLERIES,  INC.     STANFORD  VENTURE  CAPITAL  HOLDINGS, INC.



By:
Silvano  DiGenova
Chief  Executive  Officer

                   [TAG STOCKHOLDERS' SIGNATURES ON NEXT PAGE]


<PAGE>
TAG  STOCKHOLDERS:
(NAME)


   (Signature)

Address:




<PAGE>
                                   SCHEDULE A
                              TO LOCK-UP AGREEMENT
                           DATED AS OF MARCH 27, 2002

TAG STOCKHOLDERS SHARES OF COMPANY CAPITAL STOCK


                                      # # #


<PAGE>
                                   EXHIBIT G


                           CERTIFICATE OF DESIGNATION

                                       OF

             SERIES C $100 REDEEMABLE 9% CONVERTIBLE PREFERRED STOCK

                                       OF

                         TANGIBLE ASSET GALLERIES, INC.

     The Board of Directors (the "Board") of Tangible Asset Galleries, Inc. (the
"Corporation"),  a  corporation organized under the laws of the State of Nevada,
pursuant to authority conferred upon the Board, adopted the following resolution
authorizing  the  creation  and  issuance  of  7,000  shares  of  Series  C $100
Redeemable  9%  Convertible  Preferred  Stock:

     RESOLVED, that pursuant to authority expressly granted to and vested in the
Board  by  the  Articles  of  Incorporation, as amended, of the Corporation, the
Board  hereby  creates  7,000  shares of Series C $100 Redeemable 9% Convertible
Preferred  Stock  of  the  Corporation  and authorizes the issuance thereof, and
hereby fixes the designation, preferences, relative, participating, optional and
other special rights, and qualifications, limitations or restrictions thereof or
thereon (in addition to the designation, preferences and relative, participating
and  other  special  rights, and the qualifications, limitations or restrictions
thereof  or  thereon, set forth in the Articles of Incorporation, as amended, of
the  Corporation,  which  are  applicable  to  the  preferred  stock, if any) as
follows:

1.     Designation.  The series of preferred stock shall be designated and known
as  "Series  C  $100  Redeemable  9% Convertible Preferred Stock" (the "Series C
Preferred  Stock").  The  number  of  shares constituting the Series C Preferred
Stock  shall  be 7,000.  Each share of the Series C Preferred Stock shall have a
stated  value  equal  to  $100  (the  "Stated  Value").

2.     Conversion Rights. The Series C Preferred Stock shall be convertible into
the  $0.001  par  value  common stock of the Corporation (the "Common Stock") as
follows:

a.     Optional  Conversion.  Subject to and upon compliance with the provisions
of  this  Section  2,  a  holder  of  shares  of the Series C Preferred Stock (a
"Holder")  shall  have the right at such Holder's option at any time, to convert
any  of  such  shares  of  the Series C Preferred Stock held by such Holder into
fully  paid and non-assessable shares of the Common Stock at the then Conversion
Rate  (as  defined  herein).

b.     Conversion  Rate.  The  number  of  shares of the Common Stock into which
each  share  of  the  Series  C  Preferred  Stock  is  convertible into shall be
calculated  by dividing the Stated Value by $0.22 (as adjusted from time to time
pursuant  hereto, the "Conversion Price"; the conversion rate so calculated, the
"Conversion  Rate"),  subject to adjustment as set forth in Section 2(e) hereof.

c.     Mechanics  of  Conversion.  A  Holder  may  exercise the conversion right
specified  in  Section 2(a) by giving 7 days' written notice to the Corporation,
that  such  Holder  elects  to convert a stated number of shares of the Series C
Preferred  Stock  into  a  stated  number  of shares of the Common Stock, and by
surrendering the certificate or certificates representing the Series C Preferred
     Stock to be converted, duly endorsed to the Corporation or in blank, to the
Corporation  at its principal office (or at such other office as the Corporation
may  designate  by  written notice, postage prepaid, to all Holders) at any time
during its usual business hours,  together with a statement of the name or names
(with addresses) of the person or persons in whose name or names the certificate
or  certificates  for  the  Common  Stock  shall  be  issued.

d.     Conversion  Rate  Adjustments.  The  Conversion  Rate shall be subject to
adjustment  from  time  to  time  as  follows:

1.     Consolidation,  Merger,  Sale,  Lease  or  Conveyance.  In  case  of  any
consolidation  with  or  merger  of  the  Corporation  with  or  into  another
corporation,  or in case of any sale, lease or conveyance to another corporation
of the assets of the Corporation as an entirety or substantially as an entirety,
     each  share  of  the  Series C Preferred Stock shall after the date of such
consolidation,  merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance)  upon conversion of such share of the Series C Preferred Stock would
have  been  entitled upon such consolidation, merger, sale, lease or conveyance;
and in any such case, if necessary, the provisions set forth herein with respect
to  the  rights  and  interests  thereafter  of such Holder of the shares of the
Series C Preferred Stock shall be appropriately adjusted so as to be applicable,
as  nearly  as  may reasonably be, to any shares of stock or other securities or
property  thereafter deliverable on the conversion of the shares of the Series C
Preferred  Stock.

2.     Stock Dividends, Subdivisions, Reclassification, or Combinations.  If the
     Corporation  shall  (i)  declare  a  dividend or make a distribution on the
Common  Stock  in  shares  of the Common Stock, (ii) subdivide or reclassify the
outstanding shares of the Common Stock into a greater number of shares, or (iii)
combine  or reclassify the outstanding shares of the Common Stock into a smaller
number  of  shares,  at  a  price  which  is less than the Conversion Price; the
Conversion  Price  in effect at the time of the record date for such dividend or
distribution  or  the  effective  date  of  such  subdivision,  combination,  or
reclassification  shall  be  proportionately  adjusted so that the Holder of any
shares  of  the  Series  C Preferred Stock surrendered for conversion after such
date  shall be entitled to receive the number of shares of the Common Stock that
he  would have owned or been entitled to receive had such shares of the Series C
Preferred  Stock  been  converted  immediately  prior  to such date.  Successive
adjustments  in  the  Conversion Rate shall be made whenever any event specified
above  shall  occur.

3.     Issuances  of Securities.  If the Corporation shall (i) sell or otherwise
issue  shares  of  the  Common Stock at a purchase price per share less than the
Conversion  Price,  or (ii) sell or otherwise issue the Corporation's securities
which are convertible into or exercisable for shares of the Corporation's Common
     Stock  at a conversion or exercise price per share less than the Conversion
Price,  then  immediately upon such issuance or sale, the Conversion Price shall
be  adjusted  to  a  price  determined  by  multiplying  the  Conversion  Price
immediately  prior  to such issuance by a fraction, the numerator of which shall
be  the  number  of shares of Common Stock outstanding immediately prior to such
issuance  or  sale  (excluding shares held in the treasury),  plus the number of
shares  of  Common  Stock that the aggregate of the amounts of all consideration
received  by  the  Corporation  for such issuance or sale would purchase at such
Conversion  Price; and the denominator of which shall be the number of shares of
the  Common Stock outstanding immediately prior to such issuance plus the number
of  the  additional  shares  to  be  issued  at  such  issuance  or  sale.

4.     Excluded  Transactions.  No  adjustment  to the Conversion Price shall be
required  under  this Section 2(e) in the event of any of the following excluded
transactions:  (i) shares of the Common Stock and/or securities convertible into
or exercisable for shares of the Common Stock to be issued pursuant to strategic
     arrangements,  which shares or convertible securities are issued at a price
per-share  and/or  an  exercise  or  conversion  price  of  less  than  the then
applicable  Conversion Price, or (ii) the issuance of shares of the Common Stock
by  the  Corporation  upon  the  conversion  or  exercise  of or pursuant to any
outstanding  stock  options  or  stock  option  plan  now  existing or hereafter
approved  by the stockholders which stock options have an exercise or conversion
price  per  share  of  less  than  the  then  applicable  Conversion  Price.

f.     Approvals.  If  any  shares  of  the  Common Stock to be reserved for the
purpose  of  conversion  of  shares  of  the  Series  C  Preferred Stock require
registration with or approval of any governmental authority under any Federal or
     state  law  before  such  shares  may  be  validly issued or delivered upon
conversion,  then  the  Corporation  will  in good faith and as expeditiously as
possible  endeavor  to secure such registration or approval, as the case may be.
If,  and  so  long  as,  the  Common Stock into which the shares of the Series C
Preferred  Stock  are  then  convertible  is  listed  on any national securities
exchange, the Corporation will, if permitted by the rules of such exchange, list
and  keep  listed on such exchange, upon official notice of issuance, all shares
of  such  Common  Stock  issuable  upon  conversion.

g.     Valid  Issuance.  All  shares of the Common Stock that may be issued upon
conversion  of shares of the Series C Preferred Stock will upon issuance be duly
and validly issued, fully paid and non-assessable and free from all taxes, liens
     and charges with respect to the issuance thereof, and the Corporation shall
take  no  action  that  will  cause  a  contrary  result; provided, however, the
Corporation  shall not be obligated to pay any transfer taxes resulting from any
transfer  requested  by any Holder in connection with any such conversion or any
taxes  based  upon  a  stockholder's  income.

3.     Liquidation.

a.     Liquidation  Preference.  In  the  event  of  liquidation, dissolution or
winding  up  of  the  Corporation  (each a "Liquidation Event"), a Holder of the
Series  C  Preferred Stock shall be entitled to receive, before any distribution
of  assets  shall  be  made  to  the  holders of the Common Stock, but after the
liquidation  preference  of  the  Series A $5.00 convertible preferred stock and
after  the  liquidation  preference  of the Series B $1.00 convertible preferred
stock,  an  amount equal to the Stated Value per share of the Series C Preferred
Stock  held  by  such  Holder  (the "Liquidation Pay Out"). After payment of the
Liquidation Pay Out to each Holder and the payment of the respective liquidation
     preferences of the other preferred stock of the Corporation, other than the
Series  A  convertible  preferred  stock  and the Series B convertible preferred
stock,  pursuant to the Corporation's Articles of Incorporation, as amended, and
Certificates  of  Designation,  each such Holder shall be entitled to share with
the  holders  of  the  Common  Stock  the  remaining  assets  of the Corporation
available  for  distribution  to  the  Corporation's  stockholders.

b.     Ratable Distribution.  If upon any liquidation, dissolution or winding up
     of  the  Corporation,  the  net assets of the Corporation to be distributed
among  the  Holders  shall  be  insufficient  to  permit  payment in full to the
Holders,  then  all  remaining net assets of the Corporation after the provision
for  the payment of the Corporation's debts and distribution to any stockholders
senior to the Holders in liquidation preferences shall be distributed ratably in
proportion  to  the  full  amounts  to which they would otherwise be entitled to
receive  among  the  Holders.

4.     Mandatory  Redemption.  Notwithstanding  any  other  provision  contained
herein,  on and as of December 31, 2004 (the "Redemption Date"), the Corporation
shall  pay in cash to the Holders as of the Redemption Date the Stated Value for
each share of the Series C Preferred Stock outstanding as of the Redemption Date
and such stock shall be retired by the Corporation as of the Redemption Date and
of  no  further  force  or  effect.  If the Company does not make payment to the
Holders  on  the  Redemption  Date, the Corporation shall, for each share of the
Series  C  Preferred  Stock  outstanding as of the Redemption Date, issue to the
Holders a warrant to purchase Four (4) shares of the Common Stock at an exercise
price  per  share  equal  to 25% of the then applicable Conversion Price with an
exercise  period  of  five  (5)  years  from  the  Redemption  Date.

5.     Voting  Rights.  Except as otherwise required under the laws of the State
of Nevada, the Holders of the Series C Preferred Stock shall be entitled to vote
at  any  meeting  of  stockholders of the Corporation (or any written actions of
stockholders  in  lieu of meetings) with respect to any matters presented to the
stockholders  of  the  Corporation  for  their  action or consideration. For the
purposes  of  such stockholder votes, each share of the Series C Preferred Stock
shall  be  entitled  to such number of votes as represented by 454 shares of the
Common Stock. Notwithstanding the foregoing, so long as any shares of the Series
C  Preferred  Stock remain outstanding, the Corporation shall not, without first
obtaining  the  approval  of  the  holders  of  at  least a majority of the then
outstanding  shares  of  the  Series  C  Preferred Stock (i) alter or change the
rights,  preferences  or  privileges of the Series C Preferred Stock as outlined
herein,  or  (ii)  create  any  new  class  of  series of capital stock having a
preference  over  the Series C Preferred Stock as to the payment of dividends or
the  distribution  of assets upon the occurrence of a Liquidation Event ("Senior
Securities"),  or (iii) alter or change the rights, preferences or privileges of
any  Senior  Securities  so as to adversely affect the Series C Preferred Stock.

6.     Dividends.  The Holders shall be entitled to receive dividends in cash at
the  annual rate of 9%. Such dividend is payable to Holders of record on each of
September  30, December 31, March 31, and June 30 (each such date is the "Record
Date")  for  so  long  as  any  share  of  the Series C Preferred Stock shall be
outstanding  on such Record Date. Payment of such dividend shall be made as soon
as  practicable following the Record Date, but in no event more than thirty (30)
days  following  the Record Date ("Dividend Payment Date"). If any such dividend
is  paid  after  the  Dividend  Payment Date, the Corporation shall issue to the
Holders,  for  each share of the Series C Preferred Stock, a warrant to purchase
one share of the Common Stock at an exercise price per share equal to 50% of the
then  applicable Conversion Price with an exercise period of five (5) years from
the  Dividend  Payment  Date.

7.     No  Preemptive Rights. No Holder of the Series C Preferred Stock, whether
now  or  hereafter  authorized, shall, as such Holder, have any preemptive right
whatsoever  to  purchase, subscribe for or otherwise acquire, stock of any class
of  the  Corporation  nor  of any security convertible into, nor of any warrant,
option  or  right  to purchase, subscribe for or otherwise acquire, stock of any
class  of  the  Corporation,  whether  now  or  hereafter  authorized.

8.     Exclusion  of  Other Rights.  Except as may otherwise be required by law,
the  shares  of  the  Series C Preferred Stock shall not have any preferences or
relative,  participating,  optional  or  other  special rights, other than those
specifically  set  forth  in  this resolution (as such resolution may be amended
from  time  to  time)  and  in  the  Corporation's Articles of Incorporation, as
amended.  The shares of the Series C Preferred Stock shall have no preemptive or
subscription  rights.

9.     Headings  of  Subdivisions.  The  headings  of  the  various subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation  of  any  of  the  provisions  hereof.

10.     Severability  of  Provisions.  If any right, preference or limitation of
the  Series C Preferred Stock set forth in this Certificate (as such Certificate
may  be  amended  from  time to time) is invalid, unlawful or incapable of being
enforced  by  reason  of  any  rule  of  law or public policy, all other rights,
preferences  and limitations set forth in this Certificate (as so amended) which
can  be  given  effect  without  the  invalid,  unlawful or unenforceable right,
preference  or  limitation shall, nevertheless, remain in full force and effect,
and  no  right,  preference  or  limitation  herein  set  forth  shall be deemed
dependent  upon  any  other  such  right,  preference  or  limitation  unless so
expressed  herein.

11.     Status  of  Reacquired  Shares.  Shares  of the Series C Preferred Stock
which  have been issued and reacquired in any manner shall (upon compliance with
any applicable provisions of the laws of the State of Nevada) have the status of
authorized  and  unissued  shares  of  the  Series  C Preferred Stock and may be
re-designated  and  reissued.

                        (SIGNATURE ON THE FOLLOWING PAGE)
<PAGE>
     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this Certificate to be
signed in its name and on its behalf by its Chief Executive Officer and attested
to  this  third  day  of  April  2002.

     TANGIBLE  ASSET  GALLERIES,  INC.




     By:  _____________________
          Silvano  DiGenova
          Chief  Executive  Officer


<PAGE>


                                   EXHIBIT H


                           LOAN AND SECURITY AGREEMENT

     THIS  LOAN  AND SECURITY AGREEMENT (this "Agreement"), dated as of April 3,
2002,  is  made by and between Silvano DiGenova, an individual having an address
at  32001  Pacific Coast Highway, Laguna Beach, California 92651 ("Lender"), and
TANGIBLE  ASSET  GALLERIES,  INC., a Nevada corporation ("Borrower"), located at
3444  Via  Lido,  Newport  Beach,  California  92663.

                                   WITNESSETH:

     WHEREAS,  Borrower  desires  to  borrow  the  aggregate  principal  sum  of
$1,000,000  (the  "Loan  Amount")  from  Lender;  and

     WHEREAS,  Borrower  has  executed  that certain Promissory Note on the even
date  herewith  in  the  aggregate  amount  equal to the Loan Amount in favor of
Lender  (the  "Note");  and

     WHEREAS,  Lender  is  willing to lend to Borrower the Loan Amount under the
terms,  provisions  and  conditions  hereinafter  set  forth;

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Borrower and Lender hereby mutually covenant and agree as follows:

1.     DEFINITIONS. In addition to the terms defined elsewhere in this Agreement
or in any Exhibit or Schedule hereto, when used in this Agreement, the following
terms  shall  have  the  following  meanings  (such  meanings  shall  be equally
applicable  to  the  singular and plural forms of the terms used, as the context
requires):
     "Borrower's Obligations" or "Obligation" shall mean any and all present and
future  indebtedness  (principal, interest, fees, collection costs and expenses,
reasonable  attorneys'  fees  and  other  amounts),  liabilities and obligations
(including,  without  limitation,  indemnity  obligations) of Borrower to Lender
evidenced  by  or  arising  under  or  in respect of this Agreement or the Note.
     "Business  Day"  shall  mean  any  day  except  a Saturday, Sunday or legal
holiday  observed  by  banks  in  the  State  of  California.
     "Default"  shall mean any event or condition the occurrence of which would,
with  the  lapse  of  time  or  the giving of notice or both, become an Event of
Default.
     "Event  of  Default"  shall have the meaning ascribed thereto in Section 6.
"GAAP" shall mean, at any time, generally accepted accounting principles at such
time  in  the  United  States.
 "Material  Adverse  Effect"  shall  mean  (a)  a material adverse effect on the
properties,  assets,  liabilities,  business,  operations,  prospects, income or
condition  (financial  or  otherwise)  of  Borrower,  (b) material impairment of
Borrower's ability to perform any of its obligations under this Agreement or the
Note  or  (c)  material  impairment  of  the enforceability of the rights of, or
benefits  available  to,  Lender under this Agreement or the Note. Any change in
the  business  or  financial  condition of Borrower caused by a Material Adverse
Effect  shall  be  a  "Material  Adverse  Change".
     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture,  limited  liability  company,  trust,  unincorporated  organization,
association,  corporation,  institution, entity or government (whether national,
Federal,  state,  county,  city,  municipal  or  otherwise,  including,  without
limitation,  any instrumentality, division, agency, body or department thereof).

2.     LOAN  AND  FORGIVENESS  OF  DEBT. Lender agrees, subject to the terms and
conditions  of  this  Agreement  and  the  Note,  to  provide  to Borrower, upon
execution  of  the  Note and this Agreement, the Loan Amount in exchange for the
Note,  which  shall  bear  simple  annual  interest at 9.0% (the "Loan"). Lender
further  agrees, in exchange for the issuance of the Note and certain securities
pursuant to the Securities Purchase agreement by and between Lender and Borrower
of even date herewith, to the cancellation of all of Borrower's outstanding debt
owed  to  Lender  and  to  cancel  and  release  the  Company, its shareholders,
directors,  and  officers  from  all  actions,  causes  of  action,  suits,  and
arbitrations  relating  to,  or in connection with such outstanding debt owed to
Lender  by  Borrower.

3.     SECURITY INTEREST. As security for all Borrower's Obligations, Borrower
hereby grants Lender a first priority security interest subordinate to the
Person's listed in SCHEDULE A attached hereto, in an aggregate amount of
Borrower's inventory and accounts receivable at all times equal to the Loan
Amount (subject to the lien restrictions contemplated by the Series A
Certificate Designation), with the inventory and accounts receivable valued in
accordance with GAAP and whether such inventory is now owned or hereafter
acquired, and wherever located, it being understood and agreed that "inventory"
shall have the meaning as defined in Division 9 of the California Uniform
Commercial Code in effect on the date hereof, and all proceeds of the foregoing
(collectively, the "Collateral"). Borrower hereby covenants and agrees that it
will from time to time, at the request of Lender, execute and deliver such
financing statements and other documents deemed necessary by Lender to perfect
and preserve the security interest of Lender in the Collateral.

4.     REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower represents to Lender
as follows, and Borrower agrees that the following representations will continue
to be true, and that Borrower will comply with all of the following warranties
throughout the term of this Agreement:
a.     Corporate  Existence and Authority. Borrower is, and will continue to be,
duly  authorized,  validly  existing  and in good standing under the laws of the
State  of  Nevada.  The  execution, delivery and performance by Borrower of this
Agreement,  and  all  other  documents  contemplated  hereby  have been duly and
validly  authorized, and do not violate any law or any provision of, and are not
grounds  for  acceleration  under,  any agreement or instrument which is binding
upon  Borrower. Notwithstanding any provision contained in this Agreement to the
contrary,  Lender  shall  not  be  required  to  provide  the  Loan until it has
received:

i.     this  Agreement  and the Note, each executed by a duly authorized officer
of  Borrower;

ii.     a copy of resolutions of the Board of Directors of Borrower, duly
adopted, which authorize the execution, delivery and performance of this
Agreement or the Note, certified by the Secretary of Borrower;

iii.     such other agreements, documents, instruments and certificates as
Lender may reasonably request.

b.     Name;  Places of Business. Borrower's name as set forth in this Agreement
is  its  correct  name. Borrower shall give Lender 15 days' prior written notice
before changing its name. The address set forth in the heading to this Agreement
is  Borrower's  chief  executive  office.  In  addition,  Borrower has places of
business and Collateral is located only at the locations set forth above, except
for  transactions  in the ordinary course of business. Borrower will give Lender
at  least  15  days'  prior  written notice before changing its chief executive.

c.     Collateral. Lender has and will at all times continue to have a
first-priority perfected security interest in all of the Collateral. Borrower
will immediately advise Lender in writing of any material loss or damage to the
Collateral.

d.     Financial Condition. The financial statements of Borrower are filed with
the Securities and Exchange Commission and as such, the financial statements of
Borrower have been, and will be, prepared in conformity with GAAP, consistently
applied. Since the last date covered by any such statement, there has been no
material adverse change in the financial condition or business of Borrower.

e.     Taxes; Compliance With Law. Borrower has filed, and will file, when due,
all tax returns and reports required by applicable law, and Borrower has paid,
and will pay, when due, all taxes, assessments, deposits and contributions now
or in the future owed by Borrower. Borrower has complied, and will comply, in
all material respects, with all applicable laws, rules and regulations.

f.     Insurance. Borrower shall at all times insure all of the Collateral and
carry such other business insurance as is customary in the industry of Borrower,
and shall list Lender as a loss payee on such insurance as its interest may
appear, and provide evidence of such listing (in the form of a certificate of
insurance) to Lender upon request.

g.     Access to Collateral and Books and Records. At reasonable times, on two
(2) business days' notice, Lender, or his agents, shall have the right to
inspect the Collateral, and the right to audit and copy Borrower's books and
records at the expense of Lender.

h.     Additional Agreements. Borrower shall not, without Lender's prior written
consent, do any of the following: (i) enter into any transaction outside the
ordinary course of business; (ii) sell, transfer or encumber any Collateral,
except in the ordinary course of business; (iii) redeem, retire, purchase or
otherwise acquire, directly or indirectly, any of Borrower's stock except as
required by any certificate of designation for the preferred stock of Borrower.

i.     No Defaults or Events of Default.  No Default or Event of Default under
this Agreement has occurred and is continuing.  Except as disclosed on SCHEDULE
B attached hereto, there is no existing default or event of default under or
with respect to any indenture, contract, agreement, lease or other instrument to
which Borrower is a party or by which any property or assets of Borrower is
bound or affected, a default under which could reasonably be expected to have a
Material Adverse Effect.  Borrower is in full compliance with and in good
standing with respect to all governmental permits, licenses, certificates,
consents and franchises necessary to continue to conduct its business as
previously conducted by it and to own or lease and operate its properties and
assets as now owned or leased by it, the failure to have or noncompliance with
which could reasonably be expected to have a Material Adverse Effect.  Borrower
is not in violation of any applicable statute, law, rule, regulation or
ordinance of the United States of America, of any state, city, town,
municipality, county or of any other jurisdiction, or of any agency thereof, a
violation of which could reasonably be expected to have a Material Adverse
Effect.

5.     PAYMENT  TERMS.  Borrower  shall  pay  installments  in  an  amount  of
$150,000.00  each,  which  installments shall include both principal and accrued
interest,  on  June  27,  September 27, December 27 and March 27 of each year so
long  as  there are monies due under this Note, with the final installment equal
to  the remaining balance of the Loan as of the payment date. A late fee of 2.0%
of  the  installment due shall be imposed if such installment is not timely paid
in  accordance herewith. Borrower shall make each installment under the Loan and
fees  and  all other amounts payable by Borrower under this Agreement, not 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. Whenever any payment of principal of, or interest on,
the  Loan or of fees shall be due on a day which is not a Business Day, the date
for  payment  thereof shall be extended to the next succeeding Business Day.  If
the  date  for  any payment of an installment 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  Lender,  become immediately due and payable upon written notice to Borrower.

6.     EVENTS OF DEFAULT. The occurrence of any of the following events shall
constitute an "Event of Default" under this Agreement: (a) any representation,
statement, report or certificate given to Lender by Borrower or any of its
officers, employees or agents, now or in the future, is untrue or misleading in
a material respect; (b) Borrower fails to pay when due any Loan Amount or any
installment thereon or any other monetary obligation; (c) Borrower fails to
perform any other non-monetary obligation, which failure is not cured within 10
business days after the date due; (d) dissolution, termination of existence,
insolvency or business failure of Borrower; (e) appointment of a receiver,
trustee or custodian, for all or any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding by or against
Borrower under any reorganization, bankruptcy, insolvency, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, now or in the future in effect (unless dismissed within 30 days of
commencement); (f) the failure to meet the periodic filing requirements under
the Securities Exchange Act of 1934, as amended, which failure is not cured
within 45 days after the date for such filing, not including any extensions of
such date; or (g) a Material Adverse Change in the business, operations, or
financial or other condition of Borrower, which is not cured within 30 days.
Upon failure to pay the indebtedness secured hereby in full maturity, whether
stated or by acceleration under Section 5 hereof, Lender is authorized and
empowered to assemble and sell the whole or any part of the Collateral 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.  Upon receipt of the proceeds of such sale or sales,
Lender shall apply those proceeds in the order stipulated in the relevant
provisions of the California Uniform Commercial Code.

7.     INDEMNITY. Borrower hereby agrees to defend, indemnify, pay and hold
Lender, and the agents and affiliates of Lender (collectively, the
"Indemnitees") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
disbursements, costs and expenses of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Indemnitees shall be
designated a party thereto), that may be imposed on, incurred by or asserted
against the Indemnitees, in any manner arising out Borrower's breach of or
default under this Agreement, or any other agreement, document or instrument
executed and delivered by Borrower in connection herewith, the agreement of
Lender to make the Loan under this Agreement or the use or intended use of the
proceeds of any Loan under this Agreement (collectively, the "Indemnified
Liabilities"); provided that Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Liabilities directly and solely resulting
from the gross negligence or willful misconduct of that Indemnitee as determined
by a court of competent jurisdiction in a final, non-appealable order. To the
extent that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, Borrower shall contribute the maximum portion that it is
permitted to pay and satisfy under applicable law to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any
of them.  The provisions of the undertakings and indemnification set out in this
Section 7 shall survive satisfaction and payment of the Borrower's Obligations
and the termination of this Agreement.

8.     NOTICES.  Each  notice,  request,  demand, consent, confirmation or other
communication  under  this Agreement shall be in writing and delivered in person
or  sent  by facsimile or registered or certified mail, return receipt requested
and  postage prepaid, to the applicable party at its address or facsimile number
set  forth  on the signature pages hereof, or at such other address or facsimile
number  as  any  party  hereto  may  designate as its address for communications
hereunder by notice so given.  Such notices shall be deemed effective on the day
on  which  delivered  or  sent if delivered in person or sent by facsimile (with
answerback  confirmation received), or on the third (3rd) Business Day after the
day  on  which  mailed,  if  sent  by  registered  or  certified  mail.

9.     GENERAL.

a.     Reimbursement  of Lender's Costs And Expenses.  Borrower agrees to pay or
reimburse  Lender  upon demand for (a) all recording, filing and search fees and
expenses  incurred  by Lender in connection with this Agreement and/or the Note,
(b)  all  out-of-pocket  costs  and  expenses  (including,  without  limitation,
reasonable  attorneys'  fees and expenses) incurred by Lender in connection with
the  preparation of any waiver or consent under this Agreement or under the Note
and  (c)  if  an  Event  of Default occurs, all out-of-pocket costs and expenses
(including,  without  limitation,  reasonable  attorneys'  fees  and  expenses)
incurred  by  Lender in connection with such Event of Default and collection and
other  enforcement  proceedings  resulting therefrom. Borrower further agrees to
pay  or  reimburse Lender upon demand for any stamp or other similar taxes which
may  be payable with respect to the execution, delivery, recording and/or filing
of  this  Agreement  and/or  the Note.  All of the obligations of Borrower under
this  Section  9(a) shall survive the satisfaction and payment of the Borrower's
Obligations  and  the  termination  of  this  Agreement.

b.     Severability.  If any provision of this Agreement is held to be
unenforceable, the remainder of this Agreement shall still continue in full
force and effect.

c.     Assignability.  This Agreement may not be assigned by Lender without the
express written consent of Borrower, and any attempted assignment without such
consent shall be void.

d.     Complete Agreement.  This Agreement and any other written agreements,
documents and instruments executed in connection herewith are the complete
agreement between Borrower and Lender with respect to the subject matters hereof
and thereof, and supersede all prior and contemporaneous negotiations and oral
representations and agreements with respect to such subject matters, all of
which are merged and integrated in this Agreement. There are no oral
understandings, representations or agreements between the parties which are not
in this Agreement or in other written agreements signed by the parties in
connection this Agreement.

e.     No Waiver. No failure to exercise and no delay on the part of Lender in
exercising any right or power hereunder or granted to him by law will operate as
a waiver thereof; any single or partial exercise of any right, power or
privilege shall not preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  Waiver by Lender of any right
or other matter may only be made by an instrument in writing signed by Lender.
The rights and remedies provided in this Agreement are cumulative and are not
exclusive of any rights and remedies provided by law or by any other agreement
between the parties.  Lender shall not be required to resort to or pursue any of
his rights or remedies under or with respect to any other agreement or with
respect to any other collateral, guarantee or other security before pursuing any
of his rights and remedies under this Agreement.  Lender may pursue his rights
and remedies in such order as  he may choose.

f.     Amendment.  The provisions of this Agreement may not be amended, except
in an express writing signed by Borrower and Lender.

g.     Governing Law.  This Agreement shall be governed by the laws of the State
of California without regard to its conflict of laws principles. Notwithstanding
anything to the contrary contained herein, no provision of this Agreement or the
Note shall require or permit the changing, payment, or collection of interest at
a rate in excess of the maximum lawful rate permitted under California law.  If
any interest in excess of the lawful rate is provided in this Agreement or the
Note, or shall be adjudicated to the so provided, the provisions of this
paragraph shall govern and prevail, and Borrower shall not be obligated to pay
the excess amount of such interest.  If any interest in excess of such maximum
lawful rate is paid to or collected by Lender, the full amount of such excess
shall be applied toward reduction of the outstanding principal balance or
refunded to Borrower, as appropriate, so that in no event shall Lender charge,
receive or collect interest at a rate higher than the maximum rate permitted by
California law.

h.     Mutual Waiver of Jury Trial. BORROWER AND LENDER EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY in any action or proceeding based upon, arising out of,
or in any way relating to, this Agreement or any conduct, act or omission of
Lender or Borrower or any of their directors, officers, employees, agents,
attorneys or affiliates.

i.     Counterparts.  This Agreement may be executed in any number of
counterparts (including facsimile counterparts), which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

j.     Confidentiality.  Any information received by Lender from Borrower and
clearly marked as confidential shall be treated as confidential by Lender.
Notwithstanding such agreement, nothing herein contained shall limit or impair
the right or obligation of Lender to disclose such information: (i) to his
auditors, attorneys, trustees, employees, directors, officers, advisors,
affiliates or agents,  (ii) when and as required by any law, ordinance, subpoena
or governmental order, rule or regulation, (iii) as may be required, requested
or otherwise appropriate in any report, statement or testimony submitted to any
municipal, state, provincial or federal regulatory body or any self-regulatory
body having or claiming to have jurisdiction over Lender, (iv) which is publicly
available or readily ascertainable from public sources, or which is received by
Lender from a third Person which is not, or which is not known by Lender to be,
bound to keep the same confidential, (v) in connection with any proceeding, case
or matter pending (or on its face purported to be pending) before any court,
tribunal or any governmental agency, commission, authority, board or similar
entity, (vi) in connection with protection of its interests under this Agreement
or the Note, including, without limitation, the enforcement of the terms and
conditions of this Agreement and the Note, (vii) to any entity utilizing such
information to rate the creditworthiness of Lender or (viii) to any actual or
prospective assignee of this Agreement (it being understood and agreed that
prior to disclosure of any confidential information to any actual or prospective
assignee, such actual or prospective assignee shall have agreed in writing to be
bound by the terms and provisions of this Section 9(j)).  It is agreed and
understood that Lender shall not be liable to Borrower or any other Person for
failure to comply with the foregoing except in any case involving Lender's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, non-appealable order.

[The  remaining  portion of this page is intentionally left blank. The signature
page  follows.]

<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

TANGIBLE ASSET GALLERIES, INC.

By: _______________________
     Michael Haynes
     President



LENDER:

SILVANO DIGENOVA

By:_______________________
   Silvano DiGenova

<PAGE>

                                   EXHIBIT I

     FORM OF LEGAL OPINION OF GERSTEN, SAVAGE, KAPLOWITZ, WOLF & MARCUS, LLP

                                  April 3, 2002

Stanford Venture Capital Holdings, Inc.
c/o Greenberg Traurig, LLP
2450 Colorado Avenue, Suite 400E
Santa Monica, California 90404
Attention:  M. Sean McMillan, Esq.

Re:    Tangible Asset Galleries, Inc.

Ladies and Gentlemen:
     This  legal  opinion is being delivered to you by us as counsel to Tangible
Asset  Galleries, Inc., a Nevada corporation (the "COMPANY" or the "CLIENT"), in
connection  with  the  negotiation, execution and delivery by the Client of that
certain  Securities  Purchase Agreement (the "AGREEMENT"), dated as of even date
herewith,  by  and  between you and the Client and the transactions contemplated
therein.  Capitalized  terms  used herein and not otherwise defined herein shall
have  the  respective  meanings  assigned  to  such  terms  in  the  Agreement.
In  so  acting,  we  have  examined  originals or copies (certified or otherwise
identified  to  our  satisfaction)  of  the  (i) the Primary Documents, (ii) the
Articles of Incorporation or Certificate of Incorporation of each of the Company
and its subsidiaries, as in effect on the date hereof (the "CHARTER DOCUMENTS"),
(iii)  the  bylaws  of each of the Company and its subsidiaries, as in effect on
the  date  hereof  (the  "BYLAWS"), and (iv) such corporate records, agreements,
documents  and  instruments,  and  such  certificates or comparable documents of
public  officials  and  governmental  authorities  and  of  officers  and
representatives  of  the  Company  and  its  subsidiaries,  and  have  made such
inquiries  of  such officers and representatives, as we have deemed relevant and
necessary  as  a  basis  for  the  opinions  hereafter  set  forth.
Based  upon  the  foregoing  and  subject  to  the  assumptions,  limitations,
qualifications  and  exceptions  stated herein, we are of the opinion that as of
the  date  hereof:

(1)     Each  of  the  Company  and  its subsidiaries is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of  its  incorporation,  has  all  requisite  corporate  power and
authority to conduct its business as described in the Company's Annual Report on
Form  10-KSB40/A  for  the fiscal year ended June 30, 2001 ("FORM 10-K"), and is
duly  qualified  as a foreign corporation to do business in each jurisdiction in
which  the  nature  of  the  business  conducted  by it makes such qualification
necessary.

(2)     (i)  The  Company  has  the  requisite  corporate power and authority to
enter  into  and  perform  the  Primary  Documents,  and  to  issue the Series B
Preferred  Stock,  the  Warrants,  the  shares  of  Common  Stock  issuable upon
conversion  of  the Series B Preferred Stock in accordance with the terms of the
Series  B Certificate of Designation (the "CONVERSION SHARES") and the shares of
Common Stock issuable upon exercise of the Warrants in accordance with the terms
thereof  (the  "WARRANT SHARES"), (ii) the filing of the Series B Certificate of
Designation  and  the  execution  and  delivery  of the Primary Documents by the
Company and the consummation by it of the transactions contemplated thereby have
been  duly authorized by the Company's Board of Directors and no further consent
or  authorization of the Company, its Board or Directors, or its stockholders is
required,  (iii)  the Primary Documents have been duly executed and delivered by
the  Company  and the Series B Certificate of Designation has been duly executed
and  properly  filed  by the Company with the Secretary of State of the State of
Nevada  in  accordance  with  the requirements of the Nevada General Corporation
Law,  assuming  that  Nevada General Corporation Law is substantially similar to
Delaware  General  Corporate Law and (iv) the Primary Documents constitute valid
and  binding  obligations  of  the  Client  enforceable  against  the  Client in
accordance  with  their  terms,  except as such enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies  or  by other equitable principles of general application.

(3)     The  shares of the Series B Preferred Stock to be issued pursuant to the
Agreement  (the  "SERIES  B  PREFERRED  SHARES") and the Warrants have been duly
authorized  and  validly  issued and are fully paid and non-assessable, and free
from  all  taxes,  liens  and  charges  with  respect to the issue thereof.  The
Conversion  Shares  and Warrant Shares are duly authorized and, upon issuance in
accordance  with  the  terms  of the Series B Certificate of Designation and the
Warrants  (as applicable) will be validly issued, fully paid and non-assessable,
and  free  from  all taxes, liens and charges with respect to the issue thereof.
The  rights,  preferences  and privileges of the Series B Preferred Stock are as
set  forth  in  the  Series  B  Certificate  of  Incorporation and the terms and
conditions of the Warrants are as set forth in the Warrants.  A number of shares
of  Common  Stock  sufficient  to meet the Company's obligations to issue Common
Stock upon full conversion of the Series B Preferred Shares and full exercise of
the  Warrants  has  been  duly  reserved.

(4)     As  of  the  date  hereof,  the  authorized capital stock of the Company
consists  of  (i) 100,000,000 shares of Common Stock, of which 41,211,463 shares
are  issued and outstanding; (ii) 1,400,000 shares of Series A $5.00 Convertible
Preferred  Stock,  of which 125,000 shares are issued and outstanding; and (iii)
3,400,000  shares  of Series B Preferred Stock, of which 3,400,000 shares are to
be  issued  and  outstanding pursuant to the Agreement.  All of such outstanding
shares  have  been validly issued and are fully paid and non-assessable.  To the
best  of  our knowledge no shares of Common Stock or preferred stock are subject
to  preemptive  rights  or  any  other similar rights of the stockholders of the
Company  pursuant  to  its  Articles of Incorporation or Bylaws or by statute or
pursuant  to  any agreement by which the Company is bound of which we are aware,
and  to  our  knowledge are not subject to any liens or encumbrances.  Except as
disclosed  in  Schedule  3(b)  attached  to  the  Agreement,  to the best of our
knowledge (i) there are no outstanding options, warrants, rights, subscriptions,
calls  or  commitments of any character whatsoever relating to, or securities or
rights  convertible  into,  any shares of capital stock of the Company or any of
its  subsidiaries,  or  arrangements  by  which  the  Company  or  any  of  its
subsidiaries  is or may become bound to issue additional shares of capital stock
of  the  Company  or  any  of  its subsidiaries, (ii) there are no agreements or
arrangements  under which the Company or any of its subsidiaries is obligated to
register  the sale of any of its securities under the Securities Act (except the
Registration  Rights  Agreement)  and  (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any
agreement  providing  rights  to security holders) that will be triggered by the
issuance  of  the Series B Preferred Shares, the Warrants, the Conversion Shares
or  the  Warrant  Shares.

(5)     All  of  the  outstanding  shares  of  capital  stock  of  the Company's
subsidiaries  are  owned  of  record  and, to our knowledge, beneficially by the
Company,  free  and  clear  of all adverse claims, limitations on voting rights,
options  and  other encumbrances, and are duly authorized, validly issued, fully
paid and non-assessable, and have not been issued in violation of any preemptive
rights  arising  under  law  or  pursuant  to  any  subsidiary's  Certificate of
Incorporation  or  Articles  of  Incorporation,  as  applicable.

(6)     To  the  best  of  our  knowledge there are no outstanding or authorized
options,  warrants,  calls,  subscriptions, rights, commitments or other similar
instruments  or  agreements  obligating  the Company or any of its subsidiary to
issue  any  shares  of  capital  stock  of  any  subsidiary  or  any  securities
convertible  into  or  exchangeable  for, or evidencing the right to purchase or
subscribe  for  the purchase, of any shares of such capital stock, and there are
no  written  agreements  or  understandings  with respect to the voting, sale or
transfer  of  any  shares  of  capital  stock  of  any  such  subsidiary.

(7)     To  the  best  of  our  knowledge  there  are no outstanding contractual
obligations  of  the Company or any of its subsidiaries to repurchase, redeem or
otherwise  acquire  for  value  any outstanding shares of capital stock or other
ownership  interests  of  any such subsidiary or to provide funds to or make any
investment  (in  the  form  of a loan, capital contribution or otherwise) in any
such  subsidiary  or  any  other  entity.

(8)     Assuming  you  acquire  the  securities  being  sold  to pursuant to the
Primary  Documents  without  notice  of  an  adverse claim thereto, upon (a) the
delivery  to  you  of such securities, (b) payment by you therefor in the manner
contemplated by the Primary Documents, and (c) the acquisition by you of control
of  such securities, you will acquire such securities free of any adverse claim.
For purposes of this paragraph, the terms "delivery", "control", "adverse claim"
and  "notice  of an adverse claim" have the respective meanings assigned to them
in  Nevada  Revised  Statutes  Sections 104.83101, 104.8106, 104.8102 (1)(a) and
104.8105  of  the  Uniform  Commercial  Code  in  effect in the State of Nevada.

(9)     Other than necessary approvals that have been obtained, no authorization
approval  or  consent  of  any  court,  governmental  body,  regulatory  agency,
self-regulatory organization or stock exchange or market, or the stockholders of
the  Company or, to our knowledge, any third party is required to be obtained by
the  Company  for the issuance and sale of the Securities as contemplated by the
Primary  Documents  and  the  Series  B  Certificate  of  Designation  or  the
consummation  of  the  other  transactions  contemplated  thereby.

(10)     Except  as disclosed on Schedule 3(s) attached to the Agreement, to the
best  of  our  knowledge,  there  is  no  action,  suit,  proceeding, inquiry or
investigation  before  or by any court, public board or body or any governmental
agency  or  self-regulatory  organization  pending  or  threatened  against  or
affecting  the  Company  or  any  of  its  subsidiaries,  wherein an unfavorable
decision,  ruling  or  finding  would  have  a  material  adverse  effect on its
business,  operation or financial conditions or which would adversely affect the
validity  or  enforceability  of  or  the authority or ability of the Company to
perform  its obligations under the Primary Documents or the Series B Certificate
of  Designation.

(11)     The  Company  is  not  in  violation  of  any  term  of its Articles of
Incorporation  or  Bylaws.  Neither the Articles of Incorporation nor the Bylaws
of  the  Company  are  in  violation of the Nevada General Corporation Law.  The
execution,  delivery  and  performance  of  and compliance with the terms of the
Primary  Documents  and  the  issuance  of  the  Securities,  do not violate any
provision  of  the  Company's  Articles  of  Incorporation  or Bylaws or, to our
knowledge,  any  provision  of  any  applicable  federal  or  state law, rule or
regulation.  To  our  knowledge,  the execution, delivery and performance of and
compliance  with  the  Primary  Documents  and  the  Series  B  Certificate  of
Designation  and  the  issuance of the Securities have not resulted and will not
result  in  any  violation  of, or constitute a default under (or an event which
with  the  passage  of  time  or the giving of notice or both would constitute a
default  under),  or  result  in  the creation of any lien, security interest or
encumbrance on the assets or properties of the Company pursuant to any contract,
agreement,  instrument,  judgment  or  decree  binding  upon  the Company which,
individually  or  in  the aggregate, would have a material adverse effect on its
business,  operation  or  financial  conditions.

(12)     All  approvals  necessary  for you (or any other holder of the Series B
Preferred  Shares  or Warrants) to acquire the Series B Preferred Shares and the
Warrants  and the Conversion Shares and the Warrant Shares under the laws of the
State  of  Nevada have been obtained and no further approvals are required under
the  Nevada General Corporation Law in order for you (or any other holder of the
Series  B Preferred Shares or the Warrants) because of your or their acquisition
of the Series B Preferred Shares, Warrants, Conversion Shares or Warrant Shares,
except  that  the  authorization  of the increase in common stock required to be
reserved  for  conversion  of the Series B Preferred Stock and the Warrants will
not  be  effective  until  the  Company  mails  an  information statement to its
shareholders  and  a  twenty  day  period  elapses.

(13)     Each  of  the  officers  and  directors  of  the  Company  and its
subsidiaries has been duly elected and qualified to serve in his or her position
and  has  all requisite corporate power and authority to conduct the business of
the  Company  commensurate  with  his  or  her  position.

     These  opinions  are limited to the matters expressly stated herein and are
rendered  solely  for  your benefit and may not be quoted or relied upon for any
other  purpose  or  by  an  other  person.
The  opinions  expressed  herein  are  subject  to  the  following  assumptions,
limitations,  qualifications  and  exceptions:

(a)     We have assumed the genuineness of all signatures, the authenticity
of  all  Primary  Documents  submitted  to  us as originals, the conformity with
originals  of  all Primary Documents submitted to us as copies, the authenticity
of  certificates  of  public  officials and the due authorization, execution and
delivery  of  all Primary Documents (except the due authorization, execution and
delivery  by  the  Company  of  the  Primary  Documents).

(b)     We  have assumed that each of the parties to the Primary Documents other
than  the  Company (the "OTHER PARTIES") has the legal right, capacity and power
to  enter  into,  enforce  and  perform all of its obligations under the Primary
Documents.  Furthermore,  we  have  assumed the due authorization by each of the
Other  Parties of all requisite action and the due execution and delivery of the
Primary  Documents  by each of the Other Parties, and that the Primary Documents
are valid and binding upon each of the Other Parties and are enforceable against
each  Other  Party  in  accordance  with  their  terms.
We are members of the bar of the State of New York and do not purport to be
experts  in,  or  to  express  any  opinion  concerning, any laws other than the
federal laws, the laws of the State of New York and the General Corporation Laws
of  the  State of Delaware.  For purposes of examining and opining on Nevada law
we  have  assumed  that  such  law  is  substantially  identical  to the General
Corporation  Laws  of  the State of Delaware.  No opinion is expressed as to the
laws  of  any  other  jurisdiction  or  the  effect  which the laws of any other
jurisdiction  might  have on the subject matter of the opinions expressed herein
under  conflict  of  laws  principles  or  otherwise.  In furnishing the opinion
regarding  the  valid existence and good standing of the Company, we have relied
solely  upon  a  good  standing certificates issued by the Secretary of State of
each  state and date listed on EXHIBIT 1 attached hereto and incorporated herein
by  this  reference.
This  opinion  is  being  furnished for the sole benefit of the named addressee.
Except  as  provided  above,  this  opinion  may not be relied upon by any other
person  or  entity  or published, quoted or otherwise used for any other purpose
without  our prior written consent.  This opinion is given as of the date hereof
and we assume no obligation, to update or supplement this opinion to reflect any
facts  or circumstances which may hereafter come to our attention or any changes
in  laws  which  may  hereafter  occur.

Very truly yours,

GERSTEN, SAVAGE, KAPLOWITZ,
WOLF & MARCUS, LLP

<PAGE>

2





                                   EXHIBIT J
                         TANGIBLE ASSET GALLERIES, INC.
                               CLOSING CERTIFICATE

     The  undersigned,  Silvano  DiGenova  and  Michael  R.  Haynes, Sr., hereby
jointly  and  severally  certify  to  Stanford Venture Capital Holdings, Inc., a
Delaware  corporation  ("Stanford"),  that  they are the duly elected and acting
Chief Executive Officer and Chairman, and President and Chief Operating Officer,
respectively,  of  Tangible  Asset  Galleries,  Inc.,  a Nevada corporation (the
"Company"),  and  hereby  further  jointly  and severally certify to Stanford as
follows  (all capitalized terms used herein and not otherwise defined shall have
the  meanings  ascribed thereto in the Securities Purchase Agreement dated April
3,  2002, by and among the Company, Stanford and Silvano DiGenova (the "Purchase
Agreement")):

<PAGE>

1.     Representations and Warranties. The representations and warranties
contained in Section 3 of the Purchase Agreement are true and correct in all
respects on and as of date hereof, as though made on and as of such date, except
to the extent that any such representation or warranty relates solely to an
earlier date, in which case such representation or warranty is true and correct
in all respects on and as of such earlier date.

2.     Financial Statements. We have under our supervision and our control,
reviewed all available audited and unaudited financial statements for the
Company.

3.     Outstanding Debt. We have under our supervision and our control, prepared
a list attached hereto as Exhibit1 andincorporated herein by this reference,of
all outstanding debt of the Company as of March 31, 2002.  For the purposes of
this Section 3, "outstanding debt" shall mean all debt obligations of the
Company in excess of $5,000, on a consolidated basis, pursuant to borrowing
arrangements, excluding trade payables and accrued liabilities extended by
vendors in the ordinary course of business, accrued interest on any debt
obligations, repurchase agreements and deferred revenues, that are required to
be accrued and disclosed in the consolidated financial statements (including
footnotes thereto) of the Company as prepared in accordance with generally
accepted accounting principles in the United States of America.

4.     Recent Events. Except as disclosed in the Purchase Agreement, since
December 31, 2001, there has not been any material adverse change in the
financial condition of the Company. The Company has not engaged in any practice,
taken any action, or entered into any transaction outside its ordinary course of
business.

5.     Contracts. We have under our supervision and control, reviewed all
written contracts and other written agreements to which the Company is a party
and which are material to its business.

6.     Tax Matters.

a.     The Company has filed all Tax Returns that it was required to file, and
has paid all Taxes shown thereon as owing, except where the failure to file Tax
Returns or to pay Taxes would not have a material adverse effect on the Company.

b.     The Company has not waived any statute of limitations with respect to any
Taxes or agreed to any extension of time with respect to an Tax assessment or
deficiency.

c.     Company is not a party to any Tax allocation or sharing agreement.

7.     Powers of Attorney. There are no outstanding general powers of attorney
executed on behalf of the Company.

<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate
this 3rd day of April 2002.





Silvano DiGenova     Michael R. Haynes, Sr.


<PAGE>


3

                                  EXHIBIT K

                        SETTLEMENT AND RELEASE AGREEMENT

     This  Settlement  and Release Agreement (this "Release") is entered into as
of  April  3, 2002, by and between Tangible Asset Galleries, Inc., a corporation
formed  under  the  laws  of the State of Nevada (the "Company"), and Michael R.
Haynes,  Sr. ("Executive"). The Company and Executive may each be referred to as
a  "Party"  or  collectively  as  the  "Parties."

     Executive  is  an  executive  officer  of  the  Company and holds an equity
interest  in  the  Company. To entice Stanford Venture Capital Holdings, Inc., a
corporation  formed  under  the  laws  of the State of Delaware ("Stanford"), to
invest  in  the  Company  pursuant  to  the  Securities  Purchase Agreement (the
"Purchase  Agreement")  of  even  date  herewith,  entered into by and among the
Company,  Stanford,  and  Silvano  DiGenova,  thereby  increasing  the  value of
Executive  interest  in  the  Company,  and  for  other  good  and  valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Executive  agrees  with  the  Company,  as  of  the  date  hereof,  as  follows:

1.     Release.  Except  for  amounts  due  Executive  for  accrued  vacation as
disclosed  in  the  Purchase Agreement, accrued payroll and other obligations of
the  Company  under  the employment agreement with Executive for the period from
and  after  March  30, 2002, reimbursement for expenses incurred in the ordinary
course  of  business  which  do  not  in  the  aggregate  exceed $3,000, and the
obligations  of  the  Company  pursuant  to  the 2000 Omnibus Stock Option Plan,
Executive  hereby  on  behalf  of himself and his successors and assigns, and on
behalf  of  his  predecessors  and  successors in interest regarding the subject
matter  of  this  Release,  does  by  this  instrument fully and forever remise,
release  and  discharge  the Company and each of its attorneys, representatives,
successors,  assigns  and  heirs,  partners,  employees,  officers,  directors,
beneficiaries,  agents,  stockholders,  subcontractors,  and  any  subsidiary,
division,  affiliated  or  related  companies  and  its respective predecessors,
successors  and  assigns (all of the foregoing, the "Released Parties") from ANY
AND  ALL  sums  of  money, accounts, claims, demands, contracts, actions, debts,
controversies,  agreements,  liabilities,  obligations,  damages  and  causes of
action  whatsoever,  of  whatever kind or nature, fixed or contingent, known and
unknown  by Executive which Executive now owns, holds, has or claims to have, or
at  any  prior  time  owned,  held,  had  or claimed to have against the Company
(collectively, the "Claim" or "Claims"). Executive understands, acknowledges and
agrees  that,  this Release may be pleaded as a full and complete defense to any
claim,  demand, action, or other proceeding which may be brought by or on behalf
of  Executive  relating  to  Claims  released  in  this  Release.

2.     Unknown  Claims.  Executive  acknowledges and understands that there is a
risk  that subsequent to the execution of this Release he will discover facts or
will  discover,  suffer  or  incur actions, claims, debts, liabilities, demands,
obligations, costs, expenses, attorney's fees, actions or causes of action which
were  unknown  or  unanticipated  at  the  time  of  this Release which may have
materially  affected his decision to give the Releases contained in this Release
(collectively  the  "Unknown Claims"). Despite this knowledge and understanding,
Executive  understands  and  agrees,  with the exception of Unknown Claims which
relate  to  Executive's  service  as an officer and director of the Company: (1)
that  he is assuming the risk of each and every Unknown Claim, and (2) except as
disclosed  in  the Purchase Agreement, Executive is releasing ALL such claims of
every kind or nature whatsoever, known or unknown, suspected or unsuspected, and
in connection herewith, Executive expressly waives all rights under Section 1542
of  the  Civil  Code  of  California,  which  provides  as  follows:

A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MIGHT  HAVE  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

3.     Warranty  on  Claim  Ownership.  Executive  represents  and warrants that
except  as  otherwise  stated  in  this  Release,  they  have  not  assigned  or
transferred,  or purported to assign or transfer, and shall not hereafter assign
or  transfer,  any  obligations,  liabilities, demands, claims, costs, expenses,
warranties,  indemnities,  debts,  controversies, damages, actions, or causes of
action released pursuant to this Release. Executive also agrees to indemnify and
hold  the  Released  Parties harmless against any obligation, liability, demand,
claim,  cost,  expense  (including but not limited to attorneys' fees incurred),
debt,  controversy, representation, indemnity, warranty, damage action, or cause
of  action  based  on,  arising out of or in connection with any such prohibited
transfer  or  assignment  or  purported  prohibited  transfer  or  assignment.

4.     Governing  Law;  Miscellaneous.  This  Release  shall  be governed by and
interpreted  in  accordance  with  the  laws of the State of California, without
regard  to  its  principles of conflict of laws. Each of the Parties consents to
the  jurisdiction of the federal courts of California or the state courts of the
State of California in connection with any dispute arising under this Release or
any  of  the transactions contemplated hereby, and hereby waives, to the maximum
extent  permitted by law, any objection, including any objections based on forum
non  conveniens,  to  the bringing of any such proceeding in such jurisdictions.
This  Release  may be signed in one or more counterparts, each of which shall be
deemed  an  original.  The  headings  of  this  Release  are  for convenience of
reference  only and shall not form part of, or affect the interpretation of this
Release.  This  Release  has  been  entered  into freely by each of the Parties,
following  consultation  with their respective counsel, and shall be interpreted
fairly  in  accordance  with  its  respective terms, without any construction in
favor  of  or  against  either  Party. If any provision of this Release shall be
invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Release or the validity or unenforceability of this Release in
any  other  jurisdiction.  This  Release  shall  inure to the benefit of, and be
binding  upon  the  successors  and  assigns  of each of the Parties hereto. The
Parties  acknowledge  that  Stanford  is  relying  on this Release in making its
decision  to invest in the Company and is therefore a third-party beneficiary of
this  Release.  This  Release  may  be  amended only by an instrument in writing
signed  by  the  party to be charged with enforcement and Stanford. This Release
supersedes all prior agreements and understandings among the Parties hereto with
respect  to  the  subject  matter  hereof.  This  Release constitutes the entire
agreement  among  the  Parties  with  respect to the subject matters hereof, and
supersedes  all  prior  agreements  and understandings, whether written or oral,
among  the  Parties  with  respect  to  such  subject  matters.

IN  WITNESS  WHEREOF, this Release has been duly executed by each of the Parties
as  of  the  date  first  above  written.


COMPANY:
EXECUTIVE:
TANGIBLE  ASSET  GALLERIES,  INC.



By:_________________________
Name:  Silvano  DiGenova
Title: Chief  Executive  Officer     Michael  R.  Haynes,  Sr.




<PAGE>

                        SETTLEMENT AND RELEASE AGREEMENT

     This  Settlement  and Release Agreement (this "Release") is entered into as
of  April  3, 2002, by and between Tangible Asset Galleries, Inc., a corporation
formed  under  the  laws  of  the  State  of Nevada (the "Company"), and Silvano
DiGenova,  Sr.  ("Executive"). The Company and Executive may each be referred to
as  a  "Party"  or  collectively  as  the  "Parties."

     Executive  is  an  executive  officer  of  the  Company and holds an equity
interest  in  the  Company. To entice Stanford Venture Capital Holdings, Inc., a
corporation  formed  under  the  laws  of the State of Delaware ("Stanford"), to
invest  in  the  Company  pursuant  to  the  Securities  Purchase Agreement (the
"Purchase  Agreement")  of  even  date  herewith,  entered into by and among the
Company,  Stanford,  and  Silvano  DiGenova,  thereby  increasing  the  value of
Executive  interest  in  the  Company,  and  for  other  good  and  valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Executive  agrees  with  the  Company,  as  of  the  date  hereof,  as  follows:

1.     Release.  Except  for  amounts  due  Executive  for  accrued  vacation as
disclosed  in  the  Purchase Agreement, accrued payroll and other obligations of
the  Company  under  the employment agreement with Executive for the period from
and  after  March  30, 2002, reimbursement for expenses incurred in the ordinary
course  of business which do not in the aggregate exceed $3,000, the obligations
of  the  Company pursuant to the 2000 Omnibus Stock Option Plan, the obligations
of  the  Company  with respect to the warrants issued to Executive, and the debt
owed  to  Executive  by  the  Company  in  the approximate amount of $2,100,000,
Executive  hereby  on  behalf  of himself and his successors and assigns, and on
behalf  of  his  predecessors  and  successors in interest regarding the subject
matter  of  this  Release,  does  by  this  instrument fully and forever remise,
release  and  discharge  the Company and each of its attorneys, representatives,
successors,  assigns  and  heirs,  partners,  employees,  officers,  directors,
beneficiaries,  agents,  stockholders,  subcontractors,  and  any  subsidiary,
division,  affiliated  or  related  companies  and  its respective predecessors,
successors  and  assigns (all of the foregoing, the "Released Parties") from ANY
AND  ALL  sums  of  money, accounts, claims, demands, contracts, actions, debts,
controversies,  agreements,  liabilities,  obligations,  damages  and  causes of
action  whatsoever,  of  whatever kind or nature, fixed or contingent, now known
and unknown by Executive which Executive now owns, holds, has or claims to have,
or  at  any  prior  time owned, held, had or claimed to have against the Company
(collectively, the "Claim" or "Claims"). Executive understands, acknowledges and
agrees  that,  this Release may be pleaded as a full and complete defense to any
claim,  demand, action, or other proceeding which may be brought by or on behalf
of  Executive  relating  to  Claims  released  in  this  Release.

2.     Unknown  Claims.  Executive  acknowledges and understands that there is a
risk  that subsequent to the execution of this Release he will discover facts or
will  discover,  suffer  or  incur actions, claims, debts, liabilities, demands,
obligations, costs, expenses, attorney's fees, actions or causes of action which
were  unknown  or  unanticipated  at  the  time  of  this Release which may have
materially  affected his decision to give the Releases contained in this Release
(collectively  the  "Unknown Claims"). Despite this knowledge and understanding,
Executive  understands  and  agrees,  with the exception of Unknown Claims which
relate  to  Executive's  service  as an officer and director of the Company: (1)
that  he is assuming the risk of each and every Unknown Claim, and (2) except as
discloses  in  the Purchase Agreement, Executive is releasing ALL such claims of
every kind or nature whatsoever, known or unknown, suspected or unsuspected, and
in connection herewith, Executive expressly waives all rights under Section 1542
of  the  Civil  Code  of  California,  which  provides  as  follows:

A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MIGHT  HAVE  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

3.     Warranty  on  Claim  Ownership.  Executive  represents  and warrants that
except  as  otherwise  stated  in  this  Release,  they  have  not  assigned  or
transferred,  or purported to assign or transfer, and shall not hereafter assign
or  transfer,  any  obligations,  liabilities, demands, claims, costs, expenses,
warranties,  indemnities,  debts,  controversies, damages, actions, or causes of
action released pursuant to this Release. Executive also agrees to indemnify and
hold  the  Released  Parties harmless against any obligation, liability, demand,
claim,  cost,  expense  (including but not limited to attorneys' fees incurred),
debt,  controversy, representation, indemnity, warranty, damage action, or cause
of  action  based  on,  arising out of or in connection with any such prohibited
transfer  or  assignment  or  purported  prohibited  transfer  or  assignment.

4.     Governing  Law;  Miscellaneous.  This  Release  shall  be governed by and
interpreted  in  accordance  with  the  laws of the State of California, without
regard  to  its  principles of conflict of laws. Each of the Parties consents to
the  jurisdiction of the federal courts of California or the state courts of the
State of California in connection with any dispute arising under this Release or
any  of  the transactions contemplated hereby, and hereby waives, to the maximum
extent  permitted by law, any objection, including any objections based on forum
non  conveniens,  to  the bringing of any such proceeding in such jurisdictions.
This  Release  may be signed in one or more counterparts, each of which shall be
deemed  an  original.  The  headings  of  this  Release  are  for convenience of
reference  only and shall not form part of, or affect the interpretation of this
Release.  This  Release  has  been  entered  into freely by each of the Parties,
following  consultation  with their respective counsel, and shall be interpreted
fairly  in  accordance  with  its  respective terms, without any construction in
favor  of  or  against  either  Party. If any provision of this Release shall be
invalid  or  unenforceable  in  any  jurisdiction,  such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder of this Release or the validity or unenforceability of this Release in
any  other  jurisdiction.  This  Release  shall  inure to the benefit of, and be
binding  upon  the  successors  and  assigns  of each of the Parties hereto. The
Parties  acknowledge  that  Stanford  is  relying  on this Release in making its
decision  to invest in the Company and is therefore a third-party beneficiary of
this  Release.  This  Release  may  be  amended only by an instrument in writing
signed  by  the  party to be charged with enforcement and Stanford. This Release
supersedes all prior agreements and understandings among the Parties hereto with
respect  to  the  subject  matter  hereof.  This  Release constitutes the entire
agreement  among  the  Parties  with  respect to the subject matters hereof, and
supersedes  all  prior  agreements  and understandings, whether written or oral,
among  the  Parties  with  respect  to  such  subject  matters.

IN  WITNESS  WHEREOF, this Release has been duly executed by each of the Parties
as  of  the  date  first  above  written.

COMPANY:
EXECUTIVE:
TANGIBLE  ASSET  GALLERIES,  INC.



By:_________________________
Name:  Michael  R.  Haynes,  Sr.
Title:   President Silvano  DiGenova

<PAGE>
                                   EXHIBIT L

                        SETTLEMENT AND RELEASE AGREEMENT

          This  Settlement  and Release Agreement (the "Agreement") is made this
3rd  day of April, 2002 by and among on one hand Tangible Asset Galleries, Inc.,
a  Nevada  corporation  (the "Company"); and on the other hand, Steve Bayern, an
individual,  and  CynDel  &  Co., Inc., a New York corporation, (hereinafter Mr.
Bayern  individually  is  referred  to  as  "Bayern",  and CynDel & Co., Inc. is
referred  to  individually  as  "CynDel", and Bayern and Cyndel are collectively
referred  to  as  the  "Contractors").

                                    RECITALS

          WHEREAS, in June 2001, each of Bayern and CynDel each executed a
contract to provide services to the Company (the "Contracts");

          WHEREAS,  in  October 2001, the Company, for what the Company believed
to  be  reasonable  cause,  ceased  making  payments  under  the  Contracts  and
subsequently,  in November 2001, the Contractors filed suit in New York to cause
payment  under  the  Contracts;

          WHEREAS,  the  Contractors  are  shareholders  in  the  Company;

          WHEREAS,  the Company has received what the Company believes is a bona
fide offer to purchase up to $3 million in equity securities by an investor (the
"Investment");

          WHEREAS, the parties hereto have mutually agreed to settle any and all
claims,  obligations  and  responsibilities  each has, or may have, against each
other,  before the culmination of the Investment, as more particularly set forth
herein;

          NOW  THEREFORE,  in  consideration  of  the  mutual  premises  herein
contained and other good and valuable consideration, the receipt and sufficiency
of  which  is  hereby  acknowledged,  the  parties  agree  as  follows:

1.     PRIOR  AGREEMENTS.  All  other  agreements,  conditions,  arrangements or
commitments  dated  prior  to  the  date  of this Agreement, if any, between the
Contractors  and  the  Company  are  hereby  cancelled in their entirety with no
further force or effect, except that the Contractors shall still be bound by the
original  lock-ups,  until  the  new  Lock-Up  Agreement referenced in Section 3
hereto  becomes  effective.

2.     PAYMENT  OF  FEES.

(i)     The  Company  shall pay to Bayern and CynDel, as full satisfaction under
the
Contracts,  the  amounts  of Seventy Five Thousand Dollars  ($75,000.00) and One
Hundred  Eighty  Thousand  Dollars  and  No Cents ($180,000.00), respectively in
accordance  with the terms hereof (such aggregate amounts referred to the "Total
Consideration").  Beginning  on  the date of the first closing of the Investment
(the  "First Closing"), and subsequently on the date at the end of each of three
periods thereafter, each period being thirty (30) days in length with first such
subsequent  payment  being  made  thirty  (30) days following the First Closing;
provided,  however  that  in no event shall the aggregate of all the payments be
made  at a date later than April 15, 2002, the Company shall make payment to the
Contractors  in  the amounts set forth opposite each date for each of Bayern and
CynDel  as  follows:


PAYEE     DATE     AMOUNT
Bayern     First Closing of Investment         $18,750.02
CynDel     First Closing of Investment         $45,000.00
Bayern     30 days following First Closing     $18,750.02
CynDel     30 days following First Closing     $45,000.00
Bayern     60 days following First Closing     $18,750.02
CynDel     60 days following First Closing     $45,000.00
Bayern     90 days following First Closing     $18,750.02
CynDel     90 days following First Closing     $45,000.00

(ii)     The Company will purchase a round trip business ticket from New York to
Orange  County,  California and pay for a room at the Laguna Niguel Ritz Carlton
for  two  nights.

3.     LOCK  UP  AGREEMENT.  Concurrent  with the execution and delivery of this
Agreement,  and  as  a  condition  to  the  payment of fees as described herein,
Contractors  shall  execute  and  deliver  to  the  Company,  or  its  legal
representative,  a  lock  up  agreement in the form attached hereto as Exhibit A
(the  "Lock  Up  Agreement").

4.     CONFESSION  OF  JUDGMENT.  Concurrent  with the execution and delivery of
this  Agreement,  the  Company  shall deliver to the contractors a Confession of
Judgment,  in  the  form  attached  hereto  as  Exhibit  B.

5.     CONTINGENT  EVENT.  The validity and effectiveness of this Agreement, and
The  Lock-Up  Agreement  shall be contingent upon the closing of the Investment.
In  the  event  that  the Investment is not consummated such agreements shall be
rendered  null  and  void.

6.     MUTUAL  RELEASE.

a.     Upon  receipt  by  the  Contractors  of  the Total Consideration, each of
Bayern  and  CynDel  release the Company, its shareholders, directors, officers,
agents,  representatives,  attorneys,  successors,  assigns,  employees  and
affiliates  and  their  respective  shareholders,  directors,  officers, agents,
representatives, heirs, attorneys, successors, assigns, employees and affiliates
     (the "Releasees"), from all actions, causes of action, suits, arbitrations,
debts,  dues,  sums  of  money, accounts, reckonings, bonds, bills, specialties,
covenants,  contracts,  controversies,  agreements,  promises,  variances,
trespasses,  compensation,  damages,  judgments, extents, executions, claims and
demands  whatsoever,  in  law, admiralty or equity, which against the Releasees,
each  of  Bayern  and  CynDel  and  their  respective  shareholders,  directors,
officers,  agents,  representatives,  heirs,  attorneys,  successors,  assigns,
employees  and affiliates ever had, now have or hereafter can, shall or may have
for,  upon,  or  by  reason  of  any  matter, cause or thing whatsoever from the
beginning  of  the  world  to  the  date  of  this  Agreement.

b.     Upon  receipt  of  the  Lock  Up  Agreement  and  the  completion  of
payment  of the Total Consideration, the Releasees hereby release each of Bayern
and  CynDel  and  their  respective  shareholders,  directors, officers, agents,
representatives, heirs, attorneys, successors, assigns, employees and affiliates
from  all  actions,  causes of action, suits, arbitrations, debts, dues, sums of
money,  accounts,  reckonings,  bonds, bills, specialties, covenants, contracts,
controversies,  agreements,  promises,  variances,  trespasses,  compensation,
damages,  judgments, extents, executions, claims and demands whatsoever, in law,
admiralty  or  equity,  which  against  each  of  Bayern  and  CynDel  and their
respective  shareholders,  directors,  officers, agents, representatives, heirs,
attorneys,  successors,  assigns,  employees  and affiliates, the Releasees ever
had, now have or hereafter can, shall or may have for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the date of
this  Agreement.

7.     CONFIDENTIALITY  OF  THIS  AGREEMENT.     This  Agreement,  including the
subject  matter  and the terms hereof, is strictly confidential, and the parties
agree  to  keep  this  Agreement,  including  the  subject matter and the terms,
strictly  confidential,  and the parties shall not communicate, in any way or by
any  means,  this  Agreement,  its  subject  matter,  or  its terms, or any part
thereof,  to  any  other  person  or  entity,  and each party agrees to take all
necessary  and  appropriate  actions  to  maintain  the  confidentiality of this
Agreement, except: to their attorneys or accountants as needed for legal, tax or
accounting  purposes;  as  ordered  by  a  court  or  an arbitration tribunal or
competent  jurisdiction;  as  required  by  applicable  law,  including  but not
limited  to  applicable Federal Securities Laws or pursuant to a duly authorized
subpoena.  The  obligation to maintain the confidentiality of this Agreement and
its  subject  matter  and terms shall have no temporal or geographic limitation.

8.     NON-INTERFERENCE.   Contractors  further  agree  never to participate in,
directly  or indirectly, or in any way aid, assist, or cooperate with any person
or  entity  in  any  legal  action  or  proceeding brought against the Releasees
arising  in  whole  or  in  part out of occurrences on or before the date of the
execution  of this Agreement, whether by its attorneys, agents, representatives,
successors,  assigns, heirs or shareholders of the Company or otherwise. Nothing
contained  in  the  foregoing  shall  be  deemed  to  preclude  Contractors from
responding  to  any lawful subpoena or order of a court or tribunal of competent
jurisdiction; provided, however, that Contractors shall provide the Company with
     notice  of  any  such  subpoena  or order within three (3) business days of
receipt  thereof  by  either  Bayern  or  CynDel.

9.     MISCELLANEOUS.

a.     Expenses.  Each party shall bear its own costs, including attorneys fees,
     involved  in  the negotiation of this Agreement and the consummation of the
transactions  contemplated  hereby.

b.     Survival  of  Agreements.  All agreements, covenants, representations and
warranties  contained  herein  or  made  in  writing  in  connection  with  the
transactions  contemplated  hereby  shall  survive the execution and delivery of
this  Agreement.

c.     Notices.  All  notices,  responses,  demands  or  other
communications  under  this Agreement shall be in writing and shall be deemed to
have  been given when (A) delivered by hand;  (B) sent by telefax, (with receipt
confirmed),  provided  that  a  copy  is mailed by registered or certified mail,
return  receipt  requested,  and  provided  that  the  recipient  has  given the
transmitting party a telefax number; or (C) received by the addressee if sent by
express  mail or overnight courier delivery service which obtains acknowledgment
of  receipt,  in  each case to the appropriate addresses, telefax numbers as the
party  may  designate  to  itself  by  notice  to  the  other  parties:

(i)     if  to  the  Company:

Tangible  Asset  Galleries,  Inc.
3444  Via  Lido
Newport  Beach,  California  92663
Attention: Silvano  DiGenova,  Chief  Executive  Officer
Telephone: (949)  566-0021
Telefax.:  (949)  566-9143

With  a  copy  to:

Gersten,  Savage,  Kaplowitz,  Wolf  &  Marcus,  LLP
101  East  52nd  Street
New  York,  New  York  10022
Attention: Christopher  J.  Kelly,  Esq.
Telephone:(212)  752-9700
Telefax:  (212)  980-5192

(ii) if  to  the  Contractors:

Steven  Bayern
Win  Capital  Corp.
26  Ludlam  Avenue
Bayville,  NY  11709
Telephone:(516) 628-1212
Telefax:  (516) 628-3687

With  a  copy  to:

Olshan,  Grundman,  Frome,  Rosenzweig  &  Wolaski, LLP
505 Park  Avenue
New  York,  NY  10022
(212)  451-2229
(212)  935-1787
Attention:  Kenneth  Rubinstein,  Esq.
Telephone:  (212)  451-2229
Telefax:  (212)  935-1787

(d)     Modifications;  Waiver.  Neither this Agreement nor any provision hereof
may  be  changed,  waived, discharged or terminated except in writing, signed by
the  parties  hereto.

(e)     Entire  Agreement.  This Agreement contains the entire agreement between
the parties with respect to the transactions contemplated hereby, and supersedes
     all  negotiations, agreements, representations, warranties and commitments,
whether  in  writing  or  oral,  prior  to  the  date  hereof.

(f)     Successors  and  Assigns.  All  of  the terms of this Agreement shall be
binding  upon  and  inure to the benefit of and be enforceable by the respective
successors  and  assigns  of  the  parties  hereto.

(g)     Remedies  Cumulative:  Waiver.  No  express  or  implied  waiver  of any
default  shall  be a waiver of any future or subsequent default.  The failure or
delay  in exercising any rights granted a party hereunder shall not constitute a
waiver  of  any  such right and any single or partial exercise of any particular
right  shall  not  exhaust  the  same  or constitute a waiver of any other right
provided  herein.

(h)     Execution  and  Counterparts.  This  Agreement  may  be  executed in any
number  of  counterparts,  each of which when so executed and delivered shall be
deemed  an  original,  and  such  counterparts  together  shall  constitute  one
instrument.

(i)     Governing Law and Severability.  This Agreement shall be governed by the
     laws  of  the  State  of  New  York, without regard to its conflict of laws
principles.  If  any  provision  of this Agreement or any application thereof is
held  to be unenforceable, the remainder of the Agreement and any application of
such provision shall not be affected thereby and to the extent permitted by law,
there  shall  be  substituted  for the provisions held unenforceable, provisions
which  shall,  as  nearly  as  possible  have  the  same  economic effect as the
provisions  held  unenforceable.

(j)     Headings.  The  descriptive  headings  of the Sections hereof and of the
Schedules  and  Exhibits  hereto  are  inserted  for convenience only and do not
constitute  a  part  of  this  Agreement.

                            [SIGNATURES ON NEXT PAGE]
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.




                                   TANGIBLE ASSET GALLERIES, INC.


                                   By:____________________________
                                        Silvano DiGenova
                                        Chief Executive Officer



                                   CYNDEL & CO., INC.


                                   By:____________________________
                                              Steven Bayern
                                        Authorized Person

                                         ____________________________
                                        Steven Bayern (individually)

STATE OF     New York)
          : ss.:     )
COUNTY OF ___________)

     On  the  _____  day  of  __________,  2002  before  me  personally  came
__________________  to  me  known  to  be  the  individual  described in and who
executed  the  foregoing  instrument, an acknowledged that he executed the same.


_____________________________
Notary  Public

                                   _______________________________
                                        Steven Bayern