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EXHIBIT 10.1
COIN PURCHASE AND DEBT REPAYMENT AGREEMENT
THIS COIN PURCHASE AND DEBT REPAYMENT AGREEMENT ("Agreement")
is
effective as of the 31st day of March, 2006, by and between
SUPERIOR GALLERIES,
INC,. a Delaware corporation ("Borrower") and the JOHN WESLEY
ENGLISH LIVING
TRUST (the "Trust"), with respect to the following facts:
R E C I T A L S
A. The Trust is the successor to John Wesley English, who made
certain
loans to the Borrower's predecessor-in-interest. As a result of
those loans and
the succession by the Trust to the liabilities, obligations and
rights of John
Wesley English, the Borrower is indebted to the Trust in the
principal amount of
$1,900,000, plus interest of $9,682.19 as of March 31, 2006 (the
"Existing
Indebtedness"). The Borrower is obligated to make monthly payments
with respect
to such Existing Indebtedness, with the entire unpaid balance being
due and
payable September 1, 2006 (the "Maturity Date").
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals and
the
agreements to the parties contained herein, the parties do hereby
agree as
follows:
1. PURCHASE OF COINS.
Concurrently herewith, the Trust is purchasing (and does hereby
purchase) coins (the "Coins") from the Borrower for a total
purchase price of
$1,000,000. The Coins are being valued at their wholesale value as
determined by
a valuation performed by Mr. Kevin Lipton. Each of the parties
agrees to accept
the valuation placed on the Coins in this manner. The Trust
acknowledges that it
has received possession of the Coins, and that as a result it is
indebted to the
Borrower for the purchase price thereof, in the amount of One
Million Dollars
($1,000,000) (the "Purchase Price Indebtedness").
2. PAYMENT OF INDEBTEDNESS.
The parties agree as follows:
(a) The Purchase Price Indebtedness is hereby offset against
the
Existing Indebtedness. Accordingly, the Purchase Price Indebtedness
is hereby
extinguished, and the outstanding balance on the Existing
Indebtedness is hereby
reduced by $1,000,000.
(b) The Borrower is concurrently delivering to the Trust a
certified or
cashier'
