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                                                                    EXHIBIT 10.4



                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2005, is made
by and between Superior Galleries, Inc., a Delaware corporation (the "COMPANY"),
and Stanford International Bank Limited (the "Investor"), as the holder of the
Company's Series E $1.00 Convertible Preferred Stock (the "SERIES E PREFERRED
STOCK"), issued pursuant to that certain Series E Preferred Stock Purchase
Agreement by and between the Company and such holder dated as of March 29, 2005
(the "PURCHASE AGREEMENT"). Capitalized terms not defined herein shall have the
meanings ascribed to them in the Purchase Agreement.

                                    RECITALS:

         WHEREAS, the Company desires to grant to the Investor the registration
rights set forth herein with respect to the shares (the "CONVERSION SHARES") of
Common Stock issuable upon conversion or exchange of the Series E Preferred
Stock of Common Stock (all the shares of the Series E Preferred Stock to be
referred to herein as 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 until (i) all Securities have been
disposed of pursuant to the Registration Statement (as defined below), (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 Investor and upon delivery to the Investor 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 Securities or any
assignee thereof in accordance with Section 9 hereof.

         Section 2. RESTRICTIONS ON TRANSFER. The Investor acknowledges and
understands that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144. The Investor
understands that no disposition or transfer of the Securities may be made by the
Investor 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.

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         With a view to making available to the Investor the benefits of Rule
144 or any other similar rule or regulation of the Securities and Exchange
Commission (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, 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, no later than March 31, 2006, a registration statement (on
         Form S-1 or SB-2, or other appropriate registration statement form)
         under the Securities Act (such registration statement, including (a)
         all amendments and supplements thereto, (b) each prospectus contained
         therein, and (c) all exhibits thereto or incorporated by reference
         therein, the "REGISTRATION STATEMENT"), 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 the Conversion Shares. The Registration Statement 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 one (1) Trading Day (as defined below) of such event. As used
         herein "TRADING DAY" shall mean any business day on which the market on
         which the Common Stock trades is open for business.

                  (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


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         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 date on which the Registration Statement first became
         effective (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 and all other
         fees and disbursements of the Company's accountants, auditors and other
         independent professional service providers) 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 ten (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 two (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 the Investor 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 the Investor.

                  (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 such term is defined in Rule 144.

                  (e) 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 issuable upon conversion of the Company's
         outstanding Series B $1.00 Convertible Preferred Stock or Series D
         $1.00 Convertible Preferred Stock 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.

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                  (f) 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 E Preferred Stock, or
         pursuant to Form S-8 when such filing has been consented to in writing
         by holders of the Series E Preferred Stock), it shall send to each
         Holder written notice of such determination and, if within twenty (20)
         days after receipt of such notice, such Holder shall so request in
         writing, the Company shall use 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


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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
         Holders 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;

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                  (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 three (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;

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                  (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 (i) 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) 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


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         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


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         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
         ten (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


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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 the
signature page 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.

                                      -10-
<PAGE>

         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 (on an as-converted, as exchanged basis). All
Holders shall be bound by any amendment to this Agreement that is approved by or
consented to by such persons holding or having the right to acquire a majority
of the Registrable Shares.

         Section 17. SEVERABILITY. 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.

         Section 18. INTEGRATION. This Agreement supersedes all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof.


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<PAGE>



                [SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]

         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, as of the date and year first above
written.

                                         SUPERIOR GALLERIES, INC.


                                         By:   /S/  Silvano Digenova
                                               ---------------------------------
                                               Silvano DiGenova, Chairman & CEO

                                         Address: Superior Galleries, Inc.
                                                  9478 West Olympic Boulevard
                                                  Beverly Hills, CA  90212
                                                  Attention: President

                                         INVESTOR:

                                         STANFORD INTERNATIONAL BANK LIMITED


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


                            ADDRESS:     Stanford International Bank, Ltd..
                                         6075 Poplar Avenue
                                         Memphis, Tennessee 38119
                                         Attention: James M. Davis, Chief
                                             Financial Officer
                                         Telephone: (901) 537-1600
                                         Facsimile: (901) 680-5265

                     WITH A COPY TO:     Stanford Financial Group
                                         5050 Westheimer
                                         Houston, Texas 77056
                                         Attention: Office of the General
                                             Counsel
                                         Telephone: (713) 964-5145
                                         Facsimile: (713) 964-5245

                                      -12-