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                                                                    EXHIBIT 10.2

                     AMENDMENT DATED AS OF MARCH 29, 2005 TO
                     COMMERCIAL LOAN AND SECURITY AGREEMENT


         This AMENDMENT DATED MARCH 29, 2005 TO COMMERCIAL LOAN AND SECURITY
AGREEMENT (the "AMENDMENT") is made as of March 29, 2005, by and between
STANFORD FINANCIAL GROUP COMPANY, a Florida corporation ("LENDER") and SUPERIOR
GALLERIES, INC., a Delaware corporation ("BORROWER").

                                 R E C I T A L S
                                 ---------------

         A. Lender and Borrower have previously entered into a Commercial Loan
and Security Agreement dated as of October 1, 2003.

         B. The parties desire to amend the Loan Agreement as set forth below.

                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of the foregoing recitals and the
agreement of the parties contained herein, the parties do hereby agree as
follows:

1.       MAXIMUM LOAN AMOUNT.
         --------------------

         The maximum principal amount of the loan to be made to Borrower under
the Loan Agreement shall be Ten Million Dollars ($10,000,000). Section 1.1 of
the Loan Agreement is hereby amended accordingly. Borrower shall execute and
deliver an amended and restated Promissory Note in the form attached hereto as
EXHIBIT A, reflecting the increased loan amount. Such amended and restated note
shall replace the currently existing Promissory Note from Borrower to Lender in
the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000).

2.       USE OF PROCEEDS.
         ----------------

         Borrower agrees that of the amount outstanding from time to time under
the Promissory Note, no more than Four Million Dollars ($4,000,000) may be used
for the acquisition of inventory.

3.       NO OTHER CHANGES.
         -----------------

         Except as set forth herein, all other terms and conditions of the Loan
Agreement, as amended, shall remain in full force and effect.

4.       MISCELLANEOUS.
         --------------

         (a) COUNTERPARTS. This agreement may be executed in two counterparts,
which taken together shall be deemed a single instrument. Executed copies of
this agreement may be delivered by facsimile transmission.

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         (b) EXPENSES. Borrower shall reimburse lender for all of its reasonable
expenses in connection with the negotiation, documentation and consummation of
the transaction contemplated hereby.

         IN WITNESS WHEREOF the undersigned have executed this Amendment as of
the date first above indicated.

LENDER:                          SUPERIOR GALLERIES, INC,.,
                                 a Delaware corporation


                                 By:      /S/  Silvano Digenova
                                      ------------------------------------------
                                      Silvano DiGenova, President



BORROWER:                        STANFORD FINANCIAL GROUP COMPANY,
                                 a Florida corporation


                                 By:      /S/  James M. Davis
                                      ------------------------------------------
                                      James M. Davis, Chief Financial Officer


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