EXHIBIT 10.1
    

    
      MERGER AGREEMENT
    

    
      This MERGER AGREEMENT (this “Agreement”) is entered into as
      of May 21, 2009 by and between ESCALA GROUP, INC., a Delaware
      corporation (“Escala”), and SPECTRUM GROUP INTERNATIONAL,
      INC., a Delaware corporation (“SGI”).
    

    
      WHEREAS, Escala is a corporation duly organized and validly existing
      under the laws of the State of Delaware having at the date hereof
      authorized capital stock of 40,000,000 shares of common stock, par value
      $0.01 per share (“Escala Common Stock”);
    

    
      WHEREAS, SGI is a corporation duly organized and existing under the laws
      of the State of Delaware having at the date hereof authorized capital
      stock of one (1) share of common stock, par value $0.01 per share (“SGI
      Common Stock”), of which one (1) share is issued and outstanding and
      held by Escala as of the date of this Agreement; and
    

    
      WHEREAS, SGI desires to merge with and into Escala, with Escala
      continuing as the surviving corporation in such merger, upon the terms
      and subject to the conditions herein set forth and in accordance with
      the laws of the State of Delaware.
    

    
      NOW THEREFORE, the parties hereby agree as follows:
    

    
      ARTICLE 1
PRINCIPAL TERMS OF THE MERGER
    

    
      1.1  Merger.  At the Effective Time (as defined below),
      SGI will merge with and into Escala (the “Merger”) in
      accordance with the General Corporation Law of the State of Delaware
      (the “DGCL”).  The separate existence of SGI will thereupon
      cease and Escala will be the surviving corporation (in that capacity,
      the “Surviving Corporation”) and will continue its
      corporate existence under the laws of the State of Delaware.
    

    
      1.2  Effective Time.  The Merger will become effective
      upon the date on which a certificate of ownership and merger is filed by
      Escala with the Secretary of State of the State of Delaware pursuant to
      Section 253 of the DGCL (that date, the “Effective Time”).
    

    
      1.3  Effects of the Merger.  At the Effective Time, the
      Merger will have the effects specified in the DGCL and this Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      1.4  Certificate of Incorporation.  At the Effective
      Time, the Certificate of Incorporation of Escala as in effect
      immediately prior to the Effective Time will become the Certificate of
      Incorporation of the Surviving Corporation until duly amended in
      accordance with its terms and as provided by the DGCL.
    

    
      1.5  By-laws.  At the Effective Time, the By-laws of
      Escala as in effect immediately prior to the Effective Time will become
      the By-laws of the Surviving Corporation until duly amended in
      accordance with their terms and as provided by the DGCL.
    

    
      1.6  Name of Surviving Corporation.  At the Effective
      Time, the name of the Surviving Corporation will be changed to “Spectrum
      Group International, Inc.”.
    

    
      1.7  Directors and Officers.  At the Effective Time,
      the directors and officers of Escala in office at the Effective Time
      will retain their positions as the directors and officers, respectively,
      of the Surviving Corporation, each of those directors and officers to
      hold office, subject to the applicable provisions of the Certificate of
      Incorporation and By-laws of the Surviving Corporation and the DGCL,
      until his or her successor is duly elected or appointed or until his or
      her earlier death, incompetency or removal.
    

    
      ARTICLE 2
CANCELLATION OF STOCK
    

    
      2.1  Cancellation.  At the Effective Time, the one (1)
      share of SGI Common Stock issued and outstanding immediately prior to
      the Effective Time and held by Escala will be canceled without any
      consideration being issued or paid therefor.
    

    
      ARTICLE 3
CONDITIONS
    

    
      Consummation of the Merger is subject to the satisfaction at or prior to
      the Effective Time of the following conditions:
    

    
      3.1  Approval.  This Agreement and the Merger shall
      have been adopted and approved by each of Escala and SGI in the manner
      provided by Section 253 of the DGCL.
    

    
      3.2  Third Party Consents.  The parties hereto shall
      have received all required consents to the Merger.
    

    
      ARTICLE 4
MISCELLANEOUS
    

    
      4.1  Amendment.  This Agreement may be amended, in
      whole or in part, at any time prior to the Effective Time with the
      mutual written consent of Escala and SGI to the full extent permitted
      under applicable law.
    

    
      
        

        

      

      
        
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      4.2  Termination.  This Agreement may be terminated at
      any time prior to the Effective Time by either Escala or SGI, without
      any action of the stockholders of Escala or SGI, notwithstanding the
      approval of this Agreement by the stockholders or the board of directors
      of either Escala or SGI.
    

    
      4.3  Further Assurances.  Each party hereto shall
      execute and deliver such documents, instruments and agreements and take
      such further actions as may be reasonably required or desirable to carry
      out the provisions of this Agreement, the Merger and the other
      transactions contemplated hereby, and each party hereto shall cooperate
      with the other in connection with the foregoing.
    

    
      4.4  Counterparts.  This Agreement may be executed in
      any number of counterparts, all of which shall be considered to be an
      original instrument.
    

    
      4.5  Governing Law.  This agreement is governed by the
      laws of the State of Delaware.
    

    
      [SIGNATURE PAGE FOLLOWS]
    

    
      
        

        

      

      
        
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      The parties hereto have executed this Agreement as of the date stated in
      the introductory clause hereof.
    

    
    	
          
             
          

        	
          
            SPECTRUM GROUP INTERNATIONAL, INC.
          

        
	
           
        
	

        	
          By:
        	
          
            /s/ Carol Meltzer
          

        
	

        	
          Name:
        	
          Carol Meltzer
        
	

        	
          Title:
        	
          Executive Vice President
        
	
           
        
	

        	
          
            ESCALA GROUP, INC.
          

        
	
           
        
	

        	
          By:
        	
          
            /s/ Carol Meltzer
          

        
	

        	
          Name:
        	
          Carol Meltzer
        
	

        	
          Title:
        	
          Chief Administrative Officer and General Counsel