0001193125-05-070420 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2005 • Stanford Venture Capital Holdings Inc • Wholesale-jewelry, watches, precious stones & metals • Florida

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2005, is made by and between Superior Galleries, Inc., a Delaware corporation (the “Company”), and Stanford International Bank Limited (the “Investor”), as the holder of the Company’s Series E $1.00 Convertible Preferred Stock (the “Series E Preferred Stock”), issued pursuant to that certain Series E Preferred Stock Purchase Agreement by and between the Company and such holder dated as of March 29, 2005 (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

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SERIES E PREFERRED STOCK PURCHASE AGREEMENT
Series E Preferred Stock Purchase Agreement • April 5th, 2005 • Stanford Venture Capital Holdings Inc • Wholesale-jewelry, watches, precious stones & metals • Florida

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of March 29, 2005 (this “Agreement”), is entered into by and between SUPERIOR GALLERIES, INC., a corporation formed under the laws of the State of Delaware (the “Company”), STANFORD INTERNATIONAL BANK LIMITED, an international business corporation formed under the laws of Antigua and Barbuda (the “Purchaser”) and STANFORD FINANCIAL GROUP COMPANY (“Stanford Financial”).

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