SECURITIES  PURCHASE  AGREEMENT

     THIS  SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated April 3, 2002,
is  entered  into  by  and  among  Tangible Asset Galleries, Inc., a corporation
formed  under  the  laws  of  the  State of Nevada  (the "Company"), and Silvano
DiGenova,  an  individual  resident  of the State of California (the "Insider").
All capitalized terms used herein and not specifically defined herein shall have
the  same meanings as ascribed thereto in the Securities Purchase Agreement (the
"Stanford  Securities  Purchase  Agreement")  dated of even date herewith by and
among  the  Company,  the Insider and Stanford Venture Capital Holdings, Inc., a
corporation  formed  under  the  laws  of  the  State  of Delaware ("Stanford").

                           R  E  C  I  T  A  L  S

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

WHEREAS,  the  Insider  wishes  to purchase, and the Company wishes to issue and
sell,  upon  the terms and conditions of this Agreement in consideration for the
cancellation of $1,100,000 of debt due and payable to the Insider by the Company
(the  "Insider  Debt"),  (A)  400,000  shares  of  the  Company's Series B $1.00
Convertible Preferred Stock (the "Series B Preferred Stock"), the terms of which
are  as set forth in the Certificate of Designation attached as Exhibit A to the
Stanford  Securities  Purchase  Agreement,  (B)  warrants  to  purchase  in  the
aggregate  4,000,000  shares  (the  "Warrants")  of  the Company's common stock,
US$.001  par value per share, the terms of the Warrant are set forth in the Form
of  Warrant attached as Exhibit B to the Stanford Securities Purchase Agreement,
and (C) 7,000 shares of the Company's Series C Convertible Preferred Stock, with
a stated value of $100 per share (the "Series C Preferred Stock"; such shares of
the  Series B Preferred Stock and the Series C Preferred Stock so purchased, the
"Insider  Preferred  Shares"),  the  terms  of  which  are  as  set forth in the
Certificate  of  Designation  attached  as  Exhibit F to the Stanford Securities
Purchase  Agreement;

NOW, THEREFORE, in consideration of the premises and of the agreements set forth
below,  the  parties  hereby  agree  as  follows:

     1.     PURCHASE  AND  SALE.

     a.  SHARES  AND  WARRANTS  TO  BE PURCHASED AND SOLD.  On the First Closing
Date,  the  Company  agrees to sell, transfer, convey, assign and deliver to the
Insider,  the  Insider  Preferred  Shares and the Warrants free and clear of all
liens,  claims  and  encumbrances  in  consideration for the cancellation of the
Insider  Debt  hereinafter  set  forth.

b.  CANCELLATION  OF INSIDER DEBT.  Upon the terms and subject to the conditions
set  forth  in  this Agreement, in exchange for the Insider Preferred Shares and
the  Warrants,  the Insider hereby agrees to cancel the Insider Debt and release
the  Company, its shareholders, directors, and officers from all actions, causes
of  action,  suits,  and  arbitrations  relating  to, or in connection with, the
payment  by  the  Company  of  the  Insider  Debt.

c.   CLOSING  DATE.  The  closing  shall  occur  on  the First Closing Date (the
"Closing").  The Closing will be subject to and conditional upon (i) the closing
of  the transactions contemplated by the Stanford Securities Purchase Agreement,
and  (ii)  the  satisfaction  or waiver of the conditions precedent set forth in
Sections  5  and  6  of  the  Stanford  Securities  Purchase  Agreement.

d.   DELIVERY  OF  SHARES AND WARRANT.  At the Closing, the Company will deliver
to the Insider, certificates registered in the name of the Insider, representing
the Insider Preferred Shares and a Warrant substantially in the form of the Form
of  Warrant attached as Exhibit B to the Stanford Securities Purchase Agreement.
The Company will be responsible for, and will pay any applicable sales taxes and
transfer  taxes arising in connection with the transactions contemplated by this
Agreement.

     2.     REPRESENTATIONS  AND  WARRANTIES  BY  THE  INSIDER.  The  Insider
represents  and  warrants  to  the  Company  as  follows:

a.     EXECUTION,  DELIVERY,  AUTHORIZATION,  APPROVAL  AND  PERFORMANCE  OF
AGREEMENT.  The execution and delivery by each Insider of this Agreement and his
performance  hereunder  does  not  and  will  not  conflict with or constitute a
default, breach or violation under any provision of applicable law or regulation
or  of  any  agreement,  judgment, injunction, order, decree or other instrument
binding  upon the Insider or to which his properties is subject.  This Agreement
when  executed and delivered by the Insider will constitute the legal, valid and
binding  agreement  of  the  Insider  and  is enforceable in accordance with its
terms.

b.     INVESTMENT  REPRESENTATION:

(i)     The Insider represents that he is acquiring the Insider Preferred Shares
(including  any  other  securities  into which such Insider Preferred Shares are
convertible  into  or  exchangeable  for)  and  the  Warrant  (collectively, the
"Purchased  Securities")  for his own account for investment only and not with a
view  towards  distribution or resale, and agrees not to sell, transfer, pledge,
hypothecate  or  otherwise  dispose  of,  or  offer to dispose of, the Purchased
Securities,  unless  the  Purchased  Securities  have  been registered under the
Securities  Act and applicable state securities laws or such registration is not
required  in the opinion of counsel for the Insider reasonably acceptable to the
Company.  The  Insider  understands  that  any  routine  sale  of  the Purchased
Securities  made  in reliance upon Rule 144 promulgated under the Securities Act
can  be  made  only  in accordance with the terms and conditions of Rule 144 and
further,  that  in  case Rule 144 is not applicable to any sale of the Purchased
Securities,  resale  thereof  may  require  compliance with some other exemption
under  the  Securities  Act  prior  to  resale.  The  Insider  understands  that
certificates  for  the  Insider  Preferred Shares and the shares of common stock
underlying  the  Warrant  issued  pursuant  to  this  Agreement  shall  bear the
following  legend:

     "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."

      (ii)     The Insider represents that (a) he is subscribing for the Insider
Preferred Shares and the Warrant after having made adequate investigation of the
business,  finances  and prospects of the Company, (b) he has been furnished any
information  and  materials  relating to the business, finances and operation of
the  Company and any information and materials relating to the offer and sale of
the  Insider  Preferred Shares and the Warrant which he has requested and (c) he
has  been  given  an  opportunity  to  make any further inquiries desired of the
management  and any other personnel of the Company and has received satisfactory
responses  to  such  inquiries.

(iii)     The  Insider  represents  that he in an "accredited investor," as that
term  is  defined in Regulation D, as amended, under the Securities Act and that
he  possesses  such  knowledge  and experience in financial and business matters
that  he  is  capable of evaluating the merits and risks of an investment in the
Insider  Preferred  Shares  and the Warrant and of making an informed investment
decision.

2.     MISCELLANEOUS.

a.       AMENDMENTS, ETC.  No amendment of any provision of this Agreement shall
in any event be effective unless the amendment shall be in writing and signed by
the  Company,  Stanford,  and  the  Insider,  and  no  waiver nor consent to any
departure  by  any  party  therefrom shall in any event be effective unless such
waiver  or  consent  shall  be  in  writing  and  signed by the party waiving or
consenting to such provision, and then such waiver or consent shall be effective
only  in  the  specific  instance  and for the specific purpose for which given.

b.     NOTICES,  ETC.  All  notices  and  other  communications  provided  for
hereunder  shall be in writing (including telegraphic, facsimile, telex or cable
communication)  and  mailed,  telegraphed,  telecopied,  telexed,  cabled  or
delivered:


     If  to  the  Company: Tangible  Asset  Galleries,  Inc.
     3444  Via  Lido
     Newport  Beach,  California  92663
     Attention:  Michael  Haynes,  President
     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

     if  to  the  Insider:  Silvano  DiGenova
     32001  Pacific  Coast  Highway
     Laguna  Beach,  California  92651
     Telephone:   (949)  499-6525
     Facsimile:    (949)  566-1943


or,  as  to any such party, at such other address as shall be designated by such
party  in  a  written  notice  to  the  other  parties.

     c.     NO  WAIVER;  REMEDIES.  No failure on the part of the Insider or the
Company  to exercise, and no delay in exercising, any right under this Agreement
shall  operate  as  a  waiver  thereof; nor shall any single or partial exercise
thereof  or  the  exercise of any other right.  The remedies herein provided are
cumulative  and  not  exclusive  of  any  remedies  provided  by  law.

d.     SURVIVAL  OF AGREEMENTS, ETC.  The representations, warranties, covenants
and provisions contained in this Agreement shall survive the date hereof and the
purchase  of  the  Insider  Preferred  Shares  and  the  Warrant  by the Insider
hereunder.

e     SEVERABILITY  OF  PROVISIONS.  Any  provision  of  this Agreement which is
prohibited or unenforce-able in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the extent of such prohibition or unenforce-ability without
invalidating  the  remaining  provisions  hereof  or  thereof  or  affecting the
validity  or  enforceability  of  such  provision  in  any  other  jurisdiction.

f.     BINDING EFFECT; GOVERNING LAW.  This Agree-ment shall be binding upon and
inure  to  the  benefit  of  the  Company  and  the Insider and their respective
successors  and  assigns,  except  that  neither the Company nor the Insider may
assign this Agreement, or the rights or obligations hereunder, without the prior
written consent of the other parties to this Agreement.  This Agreement shall be
governed  by,  and  construed  in  accordance  with,  the  laws  of the State of
California  applicable  to  agreements and instruments executed and performed in
the  State  of  California.  It  is  expressly  acknowledged  that Stanford is a
third-party  beneficiary,  but  has  no  obligations  whatsoever,  under  this
Agreement.

g.  EXECUTION  IN COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each  of which when so executed shall be deemed to be an original
and  all  of  which  when  taken  together shall constitute but one and the same
agreement.

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  Agreement.


                              TANGIBLE  ASSET  GALLERIES,  INC.



                              By: /s/ Michael Haynes
                                   Michael  Haynes,  President



                              /s/ Silvano DiGenova
                                  Silvano  DiGenova,  an  individual