Promissory Note between Superior Galleries, Inc. and Kevin Lipton Rare Coins, Inc. dated February 21, 2006

Summary

Superior Galleries, Inc. promises to pay Kevin Lipton Rare Coins, Inc. $500,000 plus 12% annual interest, with the principal due by March 23, 2006. Interest for 30 days is paid in advance. The loan is secured by specific rare coins from Superior's inventory, as listed in an attached exhibit. Payments are to be made in U.S. dollars, and the agreement is governed by California law. If any part of the note is unenforceable, the rest remains valid.

EX-10.1 2 superior_10q-ex1001.txt PROMISSORY NOTE EXHIBIT 10.1 PROMISSORY NOTE $500,000.00 Date: February 21, 2006 For value received the undersigned SUPERIOR GALLERIES, INC. (the "Promisor") promises to pay to the order of KEVIN LIPTON RARE COINS, INC. (the "Payee"), At Beverly Hills, California or such other place as the Payee may designate in writing, the sum of $500,000.00 with interest from February 21, 2006, on the unpaid principal at the rate of 12.00% percent annually. The unpaid principal shall be payable on March 23, 2006. Interest for 30 days shall be paid in advance. All payments on this Note shall be applied first in payment of any accrued interest and any remainder in payment of principal. This Note shall be secured by specific coins "Coin Collateral" from Superior's rare coin inventory as listed in Exhibit A. The Coin Collateral may be held by the Payee or another third party designated by the Payee. If any one or more of the provisions of this Note is determined to be unenforceable, in whole or in part, or any reason, the remaining provisions shall remain fully operative. All payments of principal and interest on this Note shall be paid in the legal currency of the United States. Promisor waives presentment for payment, protest and notice of protest and nonpayment of this Note. No renewal or extension of this Note, delay in enforcing any right of the Payee under this Note, or assignment by Payee of this Note shall affect the liability of the Promisor. All rights for the Payee under this Note are cumulative and may be excised concurrently or consecutively at the Payee's option. This note shall be construed in accordance with the laws of the State of California. Signed this 21st day of February, 2006 at Beverly Hills, California. By: /s/ Larry Abbott ------------------------------------- Larry Abbott, Secretary and Chief Operating Officer Page 38