CERTIFICATE OF DESIGNATION
                     OF THE RIGHTS, PREFERENCES, PRIVILEGES
                    AND RESTRICTIONS, WHICH HAVE NOT BEEN SET
                     FORTH IN THE ARTICLES OF INCORPORATION
                          OR IN ANY AMENDMENT THERETO,
                                     OF THE
            SERIES A $5.00 REDEEMABLE 8% CONVERTIBLE PREFERRED STOCK
                                       OF
                         TANGIBLE ASSET GALLERIES, INC.


     The  undersigned,  Michael  R.  Haynes,  does  hereby  certify  that:

     A.     He  is  the  duly  elected  and  acting  President of Tangible Asset
Galleries,  Inc.,  a  Nevada  corporation  (the  "Company").

     B.     Pursuant  to the Unanimous Written Consent of the Board of Directors
of the Company received on July 3, 2001, the Board of Directors duly adopted the
following  resolutions:

     WHEREAS, the Articles of Incorporation of the Company authorizes a class of
stock  designated  as Preferred Stock, with a par value of $0.001 per share (the
"Preferred  Class"),  comprising Twenty Million (20,000,000) shares and provides
that  the  Board  of  Directors  of the Company may fix the terms, including any
dividend  rights,  dividend  rates, conversion rights, voting rights, rights and
terms of any redemption, redemption, redemption price or prices, and liquidation
preferences,  if  any,  of  the  Preferred  Class;

     WHEREAS,  as  of  the date of this Certificate of Designation, no shares of
the  Preferred  Class  have  been  issued;


     WHEREAS,  the  Board  of Directors believes it in the best interests of the
Company to create a series of preferred stock consisting of 1,400,000 shares and
designated  as  the  "SERIES  A $5.00 REDEEMABLE 8% CONVERTIBLE PREFERRED STOCK"
having  certain  rights, preferences, privileges, restrictions and other matters
relating  to  the  Series  A  $5.00  Redeemable  8% Convertible Preferred Stock.

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix
and  determine  the  rights,  preferences,  privileges,  restrictions  and other
matters relating to the Series A $5.00 Redeemable 8% Convertible Preferred Stock
as  follows:

     1.     Definitions.  For  purposes  of this Certificate of Designation, the
following  definitions  shall  apply:

          1.1     "Board"  shall  mean  the  Board  of Directors of the Company.

          1.2     "Company"  shall mean Tangible Asset Galleries, Inc., a Nevada
corporation.

          1.3     "Common  Stock"  shall  mean the Common Stock, $.001 par value
per  share,  of  the  Company.

          1.4     "Common  Stock  Dividend" shall mean a stock dividend declared
and  paid  on  the  Common  Stock  that  is  payable  in shares of Common Stock.

          1.5     "Distribution"  shall mean the transfer of cash or property by
the Company to one or more of its stockholders without consideration, whether by
dividend  or  otherwise  (except  a  dividend  in  shares  of  Company's stock).

          1.6     "Original  Issue  Date" shall mean the date on which the first
share  of  Series A $5.00 Redeemable 8% Convertible Preferred Stock is issued by
the  Company.

          1.7     "Original  Issue  Price"  shall  mean  $5.00 per share for the
Series  A  $5.00  Redeemable  8%  Convertible  Preferred  Stock.

          1.8     "Series  A  Preferred  Stock"  shall  mean  the Series A $5.00
Redeemable  8%  Convertible  Preferred  Stock, $.001 par value per share, of the
Company.

          1.9     "Subsidiary"  shall  mean any corporation or limited liability
company of which at least fifty percent (50%) of the outstanding voting stock or
membership  interests,  as  the  case  may  be, is at the time owned directly or
indirectly  by  the  Company  or by one or more of such subsidiary corporations:

2.     Dividend  Rights

          2.1     Dividend  Provisions.  The  holders  of  shares  of  Series  A
Preferred  Stock  (the  "Shareholders" or "holder") shall be entitled to receive
cumulative  dividends  at the rate of 8% per year, payable quarterly, in cash or
shares  of the Company's common stock at the Company' election. In the event the
Company  elects  to  pay such dividends in shares of the Company's Common Stock,
the  number  of shares to be issued shall be based on the average of the closing
prices of the Company's Common Stock, as reported on the Nasdaq Over the Counter
Bulletin Board (or such other market on which the Company's Common Stock is then
traded)  for  the 10 consecutive trading days preceding the record date for each
such  dividend,  with  such  record date being the 14th day preceding the end of
each  calendar  quarter.

          2.2     Common Stock Dividend Participation.  No dividends (other than
a  Common Stock Dividend) shall be paid, and no Distribution shall be made, with
respect to the Common Stock unless dividends in such amount shall have been paid
or  declared  and set apart for payment to the holders of the Series A Preferred
Stock  simultaneously.  Dividends  on  the Series A Preferred Stock shall not be
mandatory  or  cumulative, and no rights or interest shall accrue to the holders
of  the  Series  A  Preferred Stock by reason of the fact that the Company shall
fail  to  declare  or  pay dividends on the Series A Preferred Stock, except for
such  rights  or  interest  that  may  arise as a result of the Company paying a
dividend  or making a Distribution on the Common Stock in violation of the terms
of  this  Section  2.

          2.2     Participation  Rights. Dividends shall be declared pro rata on
the  Common  Stock  and  the  Series  A  Preferred  Stock  on a pari passu basis
according  to  the  number of shares of Common Stock held by such holders, where
each  holder  of  shares  of  Series A Preferred Stock is to be treated for this
purpose  as  holding  eleven  (11)  shares  of  Common  Stock.

          2.3     Non-Cash  Dividends.  Whenever  a  dividend  or  Distribution
provided  for  in  this  Section  2 shall be payable in property other than cash
(other than a Common Stock Dividend), the value of such dividend or Distribution
shall  be  deemed  to be the fair market value of such property as determined in
good  faith  by  the  Board.

     3.     Liquidation Rights.  In the event of the liquidation, dissolution or
winding  up of the Company, the holders of Series A Preferred Stock shall have a
liquidation  preference  over holders of common stock and other shares junior to
the Series A Preferred Stock equal to $5.10 per share. Additionally, the Company
shall not allow any liens on its inventory, unless subordinated to the interests
of  the Series A Preferred Stock, with such preference on the inventory equal to
the  inventory  value,  as  determined  in  accordance with GAAP, of 150% of the
stated  par  value of the aggregate of the outstanding shares Series A Preferred
Stock,  except for inventory of the Company that is on consignment to be sold by
third  parties  or  was  otherwise  purchased  pursuant  to a security interest.

     4.     Conversion  Rights.  The  outstanding  shares  of Series A Preferred
Stock  shall  be  convertible  into  Common  Stock  as  follows:

     4.1     Each  share  of  Series A Preferred Stock shall be convertible into
eleven (11) shares of the Company's Common Stock at any time prior to redemption
at  the option of the holder, subject to adjustment by Sections 4.3 & 4.4.  Each
holder of Series A Preferred Stock who elects to convert the same into shares of
Common  Stock  shall  surrender  the  certificate or certificates therefor, duly
endorsed,  at  the  office of the Company or any transfer agent for the Series A
Preferred  Stock  or  Common Stock, and shall give written notice to the Company
(using  the form attached hereto as Exhibit "A") at such office that such holder
elects  to  convert  the  same  and  shall state therein the number of shares of
Series  A Preferred Stock being converted. Thereupon, the Company shall promptly
issue  and  deliver  at such office to such holder a certificate or certificates
for  the  number of shares of Common Stock to which such holder is entitled upon
such  conversion.  Such conversion shall be deemed to have been made immediately
on  the  close  of  business on the date of such surrender of the certificate or
certificates  representing  the  shares  of  Series  A  Preferred  Stock  to  be
converted,  and  the  person  entitled  to  receive  the  shares of Common Stock
issuable  upon  such  conversion shall be treated for all purposes as the record
holder  of  such  shares  of  Common  Stock  on  such  date.

     4.2     The  Series  A  Preferred  Stock  shall  automatically convert into
shares  of  the Company's Common Stock upon any of the following events: (i) the
sale  by  the  Company  of  all  or  substantially  all  of its assets; (ii) the
consummation  of  a  merger  or  a consolidation in which the Company is not the
survivor;  or  (iii)  the  sale  or  exchange of all or substantially all of the
outstanding  shares  of  the Company's common stock (including by way of merger,
consolidation,  or  other  similar  action).

          4.3      Adjustments  for Other Dividends and Distributions. If at any
time  or  from  time  to  time  after the Original Issue Date the Company pays a
dividend  or  makes  another  distribution  to  the  holders of the Common Stock
payable  in  securities of the Company, then in each such event, provision shall
be  made  so that the holders of the Series A Preferred Stock shall receive upon
conversion  thereof,  in  addition  to  the  number  of  shares  of Common Stock
receivable  upon  conversion  thereof,  the  amount of securities of the Company
which they would have received had their Series A Preferred Stock been converted
into Common Stock on the date of such event (or such record date, as applicable)
and  had they thereafter, during the period from the date of such event (or such
record  date, as applicable) to and including the conversion date, retained such
securities  receivable  by  them as aforesaid during such period, subject to all
other  adjustments called for during such period under this section with respect
to  the rights of the holders of the Series A Preferred Stock or with respect to
such  other  securities  by  their  terms.

          4.4     Adjustment for Reclassification, Exchange and Substitution. If
at  any time or from time to time after the Original Issue Date the Common Stock
issuable upon the conversion of the Series A Preferred Stock is changed into the
same  or  a different number of shares of any class or classes of stock, whether
by recapitalization, reclassification or otherwise (other than by a Common Stock
Event  or  a  stock  dividend,  reorganization, merger, consolidation or sale of
assets  provided  for  elsewhere  herein), then in any such event each holder of
Series  A  Preferred Stock shall have the right thereafter to convert such stock
into  the  kind and amount of stock and other securities and property receivable
upon  such  recapitalization, reclassification or other change by holders of the
number  of  shares  of Common Stock into which such shares of Series A Preferred
Stock  could  have  been  converted  immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein
or  with  respect  to  such  other  securities or property by the terms thereof.

          4.5     Reservation  of  Stock  Issuable  Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares  of  Common  Stock, solely for the purpose of effecting the conversion of
the  shares of the Series A Preferred Stock, such number of its shares of Common
Stock  as  shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred Stock and if at any time the number
of  authorized  but  unissued  shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Preferred Stock, the
Company  will  take such corporate action as may, in the opinion of its counsel,
be  necessary  to increase its authorized but unissued shares of Common Stock to
such  number  of  shares  as  shall  be  sufficient  for  such  purpose.

     5.     Redemption  at  Option  of  the Company or the Holder.  The Series A
Preferred  Stock  shall  be  redeemable  as  follows:

     5.1     The  Series  A Preferred Stock may be redeemed at the option of the
Company,  in  whole  or  in  part,  for cash in the amount of $5.10 per share of
Series  A  Preferred  Stock  or  for  shares  of  the  Company's Common Stock in
accordance  with the Conversion Rate, in the event the closing sale price of the
Company's  Common  Stock,  as  reported  on the Nasdaq Over the Counter Bulletin
Board (or such other market on which the Company's Common Stock is then traded),
is greater than or equal to $0.90 for any consecutive 5 trading days (the "5 Day
Consecutive  Trading  Period").  Any  partial  redemption shall be made pro rata
among  all  of  the  holders of the Series A Preferred Stock.  The Company shall
exercise  its  redemption  right within thirty (30) days of the end of the 5 Day
Consecutive  Trading  Period.  In  the  event  of a cash redemption, the Company
shall  immediately notify, in writing, the holder fifteen (15) days prior to the
effective  date of such redemption.  Absent an election by holder to convert the
Series  A  Preferred  Stock within fifteen (15) days of such notice, the Company
shall  promptly  forward to the holder such funds or certificate or certificates
for  the  number of shares of Common Stock to which such holder is entitled upon
such  redemption.  In  the event that the holder receives shares of Common Stock
as a result of the redemption, such redemption shall be deemed to have been made
on the close of business on the fifteenth day following notice of redemption and
the  person  entitled  to  receive the shares of Common Stock issuable upon such
redemption shall be treated for all purposes as the record holder of such shares
of  Common  Stock  on such date.  In the event that the Company elects to redeem
only  a  part  of  the  outstanding  Series A Preferred Stock, the Company shall
cancel  the  redeemed  Series  A  Preferred  Stock  certificates  and  issue new
certificates representing the non-redeemed shares of Series A Preferred Stock to
the  holders  along with such funds or common stock certificates due holder as a
result  of  the  redemption.

     5.2     In  addition,  the Series A Preferred Stock shall be redeemable, at
the  option  of  the  holder,  at any time after March 21, 2004, for cash in the
amount  of  $5.50  per  share  of  Series A Preferred Stock or for shares of the
Company's Common Stock in accordance with the Conversion Rate.  In the event the
holder  elects  to  redeem  such holder's shares of Series A Preferred Stock for
cash, such shares of Series A Preferred Stock shall be redeemable at the rate of
1/10  of  such  shares  purchased  per  quarterly  period for any 10 consecutive
quarters commencing after March 31, 2004.   Upon election to redeem the Series A
Preferred  Stock,  the  holder  shall  surrender the certificate or certificates
therefor,  duly endorsed, at the office of the Company or any transfer agent for
the  Series  A Preferred Stock or Common Stock, and shall give written notice to
the  Company  such  redemption  (using the form attached hereto as Exhibit "B").
Thereafter,  following  fifteen  days of such notice, the Company shall promptly
issue  and deliver to holder such funds or a certificate or certificates for the
number  of  shares  of  Common  Stock to which such holder is entitled upon such
redemption.  In  the  event that the holder receives shares of Common Stock as a
result  of  the redemption, such redemption shall be deemed to have been made on
the  close  of  business on the fifteenth day following notice of redemption and
the  person  entitled  to  receive the shares of Common Stock issuable upon such
redemption shall be treated for all purposes as the record holder of such shares
of  Common  Stock  on  such  date.

     6.     Notices.  Any  notices  required  by  the  pro-visions  of  this
Certificate  of  Designation  to  be  given to the holders of shares of Series A
Preferred  Stock  shall be deemed given if deposited in the Uni-ted States mail,
postage prepaid, and addressed to each holder of record at its address appearing
on  the  books  of  the Corporation.  The effective date of such Notice shall be
deemed  to  be three (3) calendar days following mailing of such notice.  In the
alternative,  notices may be given via overnight delivery whereupon notice shall
be  deemed  to  be  given  as  of the date of the actual receipt of such notice.

     7.     Voting  Provisions.    The  shares of Series A Preferred Stock shall
not  have  any  voting  rights.

     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series A Preferred Stock to be duly executed by its President and attested to
by its Secretary and has caused its corporate seal to be affixed hereto this 3rd
day  of  July,  2001.


By:  /s/ Michael R. Haynes
     Michael  R.  Haynes,  President



By:  /s/ Richard Viola
     Richard Viola,  Secretary