A-Mark Precious Metals, Inc.




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(1)
    
    Mr. LeShays neglect or failure or refusal to perform his
duties under this Agreement (other than as a result of total or partial
incapacity or disability due to physical or mental illness);(2)
    
    any wrongful act by or omission of Mr. LeShay that materially
injures the reputation, business or business relationship of the Company or
any of its affiliates, or that, in the good faith judgment of the Company,
constitutes fraud or intentional misconduct;(3)
    
    Mr. LeShays conviction (including conviction on a nolo
contendereplea) of a felony;(4)
    
    the breach of an obligation set forth in Section 6;(5)
    
    any other material breach of this Agreement; or[(6)
    
    any material violation of the Companys Code of Ethics, as
may be amended from time to time (the Code of Ethics).]




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(1)
    
    The Company decreases or fails to pay Mr. LeShays Base
Salary, guaranteed bonus or Performance Bonus or the benefits provided in
Section 3, provided that such decrease or failure is material within the
meaning of Treasury Regulation § 1.409A-1(n);(2)
    
    The Company makes a material change in Mr. LeShays job
description or duties which is adverse to Mr. LeShay; and(3)
    
    Mr. LeShays job site is relocated to a location which is
more than 30 miles from the current location, unless the parties mutually
agree to relocate more than 30 miles from the current location.
    (1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    for any fiscal year ending prior to the date of termination of
Mr. LeShays employment, the guaranteed bonus under Section 3(a) and the
Performance Bonus, if any, in respect of such completed fiscal year payable as
and when such bonus or Performance Bonus would have been paid had Mr. LeShays
employment continued;




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(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f);(4)
    
    any vacation accrued and unused to the date of termination; and(5)
    
    payment of a pro rata (based on the number of days during the
year of termination that Mr. LeShay was employed) portion of each of the
guaranteed bonus under Section 3(a) and the Performance Bonus, if any, for the
fiscal year in which Mr. LeShays employment terminated, payable as and when
such bonuses would have been paid had Mr. LeShays employment continued, subject
to Section 5(g).
  (1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    for any fiscal year ending prior to the date of termination of
Mr. LeShays employment, the guaranteed bonus under Section 3(a) and the
Performance Bonus, if any, in respect of such completed fiscal year, payable as
and when such bonus or Performance Bonus would have been paid had Mr. LeShays
employment continued;(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f);(4)
    
    any vacation accrued and unused to the date of termination;(5)
    
    if such termination of employment is by the Company for Cause
under clause (1), (2), (4), (5) or (6) of Section 4(c) (but not under clause
(3)), payment of a lump-sum severance payment of $250,000; and(6)
    
    payment of a pro rata (based on the number of days during the
year of termination that Mr. LeShay was employed) portion of the guaranteed
bonus under Section 3(a) for the fiscal year in which Mr. LeShays employment
terminated, payable as and when such bonus would have been paid had Mr. LeShays
employment continued, subject to Section 5(g).




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(1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    for any fiscal year ending prior to the date of termination of
Mr. LeShays employment, the guaranteed bonus under Section 3(a) and the
Performance Bonus, if any, in respect of such completed fiscal year, payable as
and when such bonus or Performance Bonus would have been paid had Mr. LeShays
employment continued;(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f);(4)
    
    any vacation accrued and unused to the date of termination;(5)
    
    payment of a pro rata (based on the number of days during the
year of termination that Mr. LeShay was employed) portion of each of the
guaranteed bonus under Section 3(a) and the Performance Bonus, if any, for the
fiscal year in which Mr. LeShays employment terminated, payable as and when
such bonus would have been paid had Mr. LeShays employment continued, subject
to Section 5(g); and(6)
    
    for a termination after June 30, 2010, payment of a lump sum
severance payment equal to $725,000 within 30 days after such termination;
provided, however, that if, under Code Section 409A, any portion of this
severance payment would be deemed to be in substitution for a separate severance
payment under the Existing Agreement that constitutes a deferral of compensation
under Section 409A, such portion shall be payable at the time such corresponding
separate payment would have been paid under the Existing Agreement (subject to
Section 5(f)), and any other portion of the severance payment shall be deemed a
separate payment payable as provided under this Section 5(c)(6), subject to
Section 5(f). . Severance payable for a qualifying termination on or before
June 30, 2010 shall be governed by the terms of the Existing Agreement.




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(1)
    
    In the event that Mr. LeShay becomes entitled to any benefits
or payments in the nature of compensation (within the meaning of Section
280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement,
or agreement with the Company or a subsidiary (the Payments), and such
Payments will be subject to the tax (the Excise Tax) imposed by Section 4999
of the Code (or any similar tax that may hereafter be imposed) in connection
with a change in control, then, subject to reasonable notification to Mr.
LeShay and, if he so requests, discussions with his advisors, the Payments
under this Agreement shall be reduced (but not below zero) to the Reduced
Amount (as defined below), if reducing the Payments under this Agreement will
provide Mr. LeShay with a greater net after-tax amount than would be the case
if no such reduction were made. The Reduced Amount shall be an amount
expressed in present value which maximizes the aggregate present value of the
Payments without causing any Payment to be subject to the Excise Tax,
determined in accordance with Section 280G(d)(4) of the Code. Only amounts
payable under this Agreement shall be reduced pursuant to this Section 5(g).
Payments payable in cash and having the lowest denominated value relative to
the valuation of such Payments as parachute payments shall be reduced first.(2)
    
    In determining the potential impact of the Excise Tax, the
Company may rely on any advice it deems appropriate including, but not limited
to, the advice of its independent accounting firm, legal advisors and
compensation consultants. For purposes of determining whether any of the
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
the Company may take into account any relevant guidance under the Code and the
regulations promulgated thereunder, including, but not limited to, the
following:
 (A)
    
    The amount of the Payments which shall be treated as
subject to the Excise Tax shall be equal to the amount of excess parachute
payments within the meaning of Section 280G(b)(1) of the Code, as
determined by the Companys independent accounting firm or other advisor;(B)
    
    The value of any non-cash benefits or any deferred or
accumulated payment or benefit shall be determined by the Companys
independent accounting firm or other advisors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code; and(C)
    
    The value of any non-competition covenants contained
in this Agreement or other agreement between Mr. LeShay and the Company or
an affiliate shall be taken into account to reduce parachute payments to
the maximum extent allowable under Section 280G of the Code.




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Cooperation With Regard to Litigation
 Non-Disparagement
 Release of Employment Claims




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rd




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A-MARK PRECIOUS METALS, INC.By:
    /s/ Greg RobertsName:
    Greg RobertsTitle:
    PresidentSPECTRUM GROUP INTERNATIONAL, INC.By:
    /s/ Carol MeltzerName:
    Carol MeltzerTitle:
    Executive Vice Presidentand General Counsel/s/ Rand LeShayRAND LeSHAY




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A-Mark Precious Metals, Inc.
 Performance Bonus Terms  Rand LeShay
    
    
    A minimum of 3.0% of Pre-Tax Profits up to $10 million of Pre-Tax Profits;
plus
    
    A minimum of 6.0% of Pre-Tax Profits in excess of $10 million, up to $13.5
million of Pre-Tax Profits; plus
    
    A minimum of 7.0% of Pre-Tax Profits in excess of $13.5 million of Pre-Tax
Profits, up to $20 million of Pre-Tax Profits; plus
    
    A minimum of 11.5% of Pre-Tax Profits in excess of $20 million of Pre-Tax
Profits.
   
    
    The positive or negative effects of income taxes (in accordance with GAAP)
shall be eliminated from net income in determining Pre-Tax Profits.
    
    The positive or negative effects of foreign currency exchange shall be
eliminated from net income in determining Pre-Tax Profits.
    
    Except for the above items, no adjustment shall be made to Pre-Tax Income;
thus, for clarity, other extraordinary expenses and bonus compensation
accruals shall remain included in net income in determining Pre-Tax Profits.




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RELEASE




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Name:Signature:
    
    Date:Received by:
    
    Date: