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                                                                  EXHIBIT 10.11


                                 PROMISSORY NOTE

$1,000,000                                             Newport Beach, California
                                                               February 10, 2003

         FOR VALUE RECEIVED, TANGIBLE ASSET GALLERIES, INC., a Nevada
corporation (hereinafter referred to as "OBLIGOR"), promises to pay to SILVANO
DIGENOVA (hereinafter referred to as "HOLDER"), the principal sum of $1,000,000,
together with simple interest, which shall accrue at a rate of 9.0% per annum
from the date hereof, on the principal sum of this Note from time to time
outstanding.

         1. Obligor shall pay principal installments in an amount of $50,000.00
each, on the last day of each calendar quarter, commencing September 30, 2003,
until paid in full.

                  (a) All interest as accrues on the unpaid balance of this Note
         shall be paid on a monthly basis, on the last day of each month after
         the date hereof.

                  (b) A late fee of 2.0% of the installment due shall be imposed
         if such installment is not timely paid in accordance herewith.

                  (c) Notwithstanding the foregoing, upon the occurrence and
         continuance of a failure to pay an installment on this Note when due
         (an "EVENT OF DEFAULT"), this Note shall, at the option of the Holder
         of this Note, become immediately due and payable upon written notice to
         Obligor during the continuance of such event of Default and, in such
         event, the Holder of this Note shall have and may exercise any and all
         of the rights and remedies he may have under the laws of the State of
         California.

         2. All payments on this Note shall be made in lawful money of the
United States of America, and all notices by Obligor to the Holder shall be sent
by first class mail and if so sent shall be deemed received by Holder 72 hours
after being deposited in the U.S. mails if addressed to Holder, at 32001 Pacific
Coast Highway, Laguna Beach, California 92651 or at such other place as the
Holder shall have designated hereafter to Obligor in writing. Obligor shall have
the right to prepay any outstanding indebtedness hereunder in whole or in part,
at any time.

         3. To secure the payment of this Note and of all other indebtedness now
owing or hereafter incurred by Obligor to Holder, Obligor hereby grants to
Holder a first priority security interest in Obligor's inventory and accounts
receivable, and reconfirms that all obligations hereunder are secured
obligations as set forth in Section 3 of the Loan and Security Agreement between
Obligor and Holder dated as of April 3, 2002.

         4. The security interest created hereby shall in no way be impaired or
otherwise affected by or on account of any indulgence, forbearance, renewal, or
extension of this Note or of any other indebtedness created hereby. Obligor
hereby waives presentment and notice with respect to the maturity of its
obligations under this Note and any other such debts, and hereby agrees that
Holder may foreclose its security interest in the Collateral without first
filing suit to collect this Note.

         5. Upon failure to pay the indebtedness secured hereby in full
maturity, whether stated or by acceleration, Holder is authorized and empowered
to sell the whole or any part of the Collateral then held by him in such manner,
subject to the security interests of First Bank & Trust and KSH Investment Fund
I, LP, as Holder sees fit and is consistent with applicable law. Sale of part of
the Collateral shall not exhaust Holder's power of sale, but sales may be made

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from time to time until all the Collateral is sold, or until the debts hereby
secured are paid in full. Holder shall receive the proceeds of such sale or
sales and shall apply those proceeds in the order stipulated in the relevant
provisions of the California Commercial Code. If this Note is placed in the
hands of an attorney for collection or is collected in whole or in part through
any judicial or arbitral proceedings, Obligor agrees to pay Holder's attorney's
fees and costs.

         6. This Note, together with Holder's interest in the Collateral, may
not be transferred or assigned by Holder without Obligor's express written
consent, and any attempted assignment without such consent shall be void.

         7. This Note shall be governed by and construed in accordance with 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 Note shall require or permit the charging, 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 Note, or shall be adjudicated to be so provided, the provisions of this
paragraph shall govern and prevail, and Obligor 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 Holder, the full amount of such excess
shall be applied toward reduction of the outstanding principal balance or
refunded to Obligor, as appropriate, so that in no event shall Holder charge,
receive or collect interest at a rate higher than the maximum rate permitted by
California law.

Dated: February 10, 2003            TANGIBLE ASSET GALLERIES, INC.


                                    By: /s/ Paul Biberkraut
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                                        Paul Biberkraut, Chief Financial Officer


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