ASSET PURCHASE AGREEMENT



      THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of February 19,

2004, is between COLLECTORS UNIVERSE, INC., a Delaware corporation ("Seller"),

and SPECTRUM NUMISMATICS INTERNATIONAL, INC., a California corporation, or its

assignee ("Buyer").



                               R E C I T A L S:

                               - - - - - - - -



      A. Seller through unincorporated divisions (the "Divisions") owns and

operates (i) a business under the trade name "Bowers & Merena" ("BaM"), which

acquires Collectible Coins (as defined below), by purchase or consignment, and

conducts internet, in-person and telephonic auctions at which such Collectible

Coins are sold and, to a lesser extent, sells Collectible Coins by direct retail

sales methods, (ii) a business under the trade name "Kingswood Coin Auctions"

("Kingswood"), which also acquires Collectible Coins, by purchase or

consignment, and conducts internet, in-person and telephonic auctions at which

such Collectible Coins are sold, and (iii) a business under the trade name

"Superior Sports Auctions" ("SSA"), which acquires Collectible Sports

Memorabilia (as defined below), by purchase or consignment, and conducts

internet, in-person and telephonic auctions at which such Collectible Sports

Memorabilia are sold and, to a lesser extent, sells Collectible Sports

Memorabilia by direct retail sales methods (collectively, the "Auction

Businesses").



      B. Seller desires to sell and Buyer desires to purchase the Auction

Businesses and the assets used in connection with the operation of the Auction

Businesses that are identified in Section 2.1 hereof, and Buyer desires to

license from Seller and Seller is willing to license to Buyer the rights to use

certain other assets used in connection with the Auction Businesses as more

fully set forth in Sections 2.1 and 2.7, all upon the terms and conditions

contained in this Agreement.



      C. Seller also owns and operates other businesses (hereinafter, the

"Seller Retained Businesses") that are engaged in (i) the provision of grading

and authentication and other services to collectors and dealers of Collectible

Coins, collectible stamps, entertainment memorabilia, autographs and other

collectibles; and (ii) the acquisition and sale (either by auction or by other

means) of entertainment and historical memorabilia, autographs and other

collectibles, including Collectible Coins, except that the Seller Retained

Businesses do not conduct auctions of Collectible Coins or Sports Memorabilia

(other than autographed Sports Memorabilia). Seller is not selling, but is

retaining, the Seller Retained Businesses and Seller is not selling, but is

licensing to Buyer, the use of certain assets that are used not only in the

Auction Businesses, but also in or for the Seller Retained Businesses, all as

more fully set forth hereinafter.



      The parties therefore agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



      When used in this Agreement, the following terms have the following

meanings:



      "Affiliate" means, with respect to any given Person, any other Person at

the time directly or indirectly controlling, controlled by or under common

control with that Person. For purposes of this definition, "control" means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of a Person, whether through ownership

of voting securities, by contract or otherwise.



      "Auction Business Confidential Information" means information that is

owned and used by Seller in the conduct of any of the Auction Businesses and is

not publicly available, nor available from sources other than Seller and shall

include, without limitation, the Auction Business Records (as defined below);

provided, however, that each of the parties hereby acknowledges and agrees that

neither the "Auction Business Confidential Information" nor the Auction Business

Records (as defined below) shall include any of the following, any and all of

which shall constitute (and be referred to hereinafter as) "Seller Retained

Information": (a) the Licensed Information (as hereinafter defined); (b) the

Proprietary Software, (c) except as otherwise set forth in Section 2.8(18)

below, the Third Party Software Programs identified as such in Schedule 2.1(7)

hereto and any documentation relating thereto; (d) information relating to the

Auction Businesses accounts receivable or the Collectibles Inventory (as defined

below), which are being retained by





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Seller and are not being purchased by Buyer; (e) information relating to the

Seller Retained Liabilities (as defined in Section 2.3(1)); (f) the corporate

records of Seller, including Seller's tax returns and information and financial

data or financial statements prepared, compiled or maintained by or for Seller

for purposes or in connection with the preparation of (i) its periodic reports

or other filings under the Exchange Act or the Securities Act, (ii) its income

or other tax returns or reports, or any other regulatory reports required to be

filed by Seller, and (g) the Retained Business Information (as defined below in

this Article 1).



      "Auction Business Consignors" means (i) all Persons that consigned any

Collectible Coins or Sports Memorabilia for sale at auctions conducted by any of

the Auction Businesses prior to the Closing Date, (ii) any other Persons from

whom any of the Auction Businesses sought, by written solicitation, to obtain

consignments prior to the Closing Date, and (iii) any other Person who consigned

Collectible Coins or Collectible Sports Memorabilia to the direct retail sales

component of the Auction Businesses.



      "Auction Business Customers" means (i) all Persons that purchased any

Collectible Coins or Sports Memorabilia at auctions conducted by, or sold any

Collectible Coins or Sports Memorabilia to, any of the Auction Businesses prior

to the Closing Date, (ii) any other Persons to which any of the Auction

Businesses invited, by written invitation, to participate as purchasers in any

of the auctions conducted by any of the Auction Businesses, or from whom any of

the Auction Businesses sought, by written solicitation, to purchase any

Collectible Coins or Sports Memorabilia, prior to the Closing Date, in each case

as reflected in the Auction Business Records (as hereinafter defined), and (iii)

and any other Person who purchased Collectible Coins or Collectible Sports

Memorabilia from or sold Collectible Coins or Collectible Sports Memorabilia to

the direct retail sales component of the Auction Businesses.



      "Auction Business Records" means all business and accounting records in

the possession or control of Seller that relate to any of the Auction

Businesses, including, without limitation, any such business or accounting

records, and website and application content (including all data, files,

graphics, text, articles and information used and all backups and associated

documentation) on the Auction Businesses websites, and any database relating to

or used in the Auction Businesses that is located on or accessible only in

conjunction with any of the Third Party Software Programs located on all of the

computers or servers listed on Schedule 2.1(11), or that is located on Seller's

CUSQL01 server (possession of which records and data shall be transferred to

Buyer in the manner described in Section 2.8(18) below); and including, but not

limited to, (i) all historical auction records and data (other than the Licensed

Information and the Proprietary Software) acquired, created or generated by or

for and used in or by the Auction Businesses, such as, but not limited to

auction prices realized and sale information, whether in electronic form or

otherwise, concerning the previous auctions conducted by the Auction Businesses,

any records or information relating to transactions between any of the Auction

Businesses, on the one hand, and any Persons who are or were Auction Business

Customers, Auction Business Consignors or Auction Business Vendors (even if they

also are or were customers or vendors of the Seller Retained Businesses), and

historical commission rates charged by or paid to the Auction Businesses by

their consignors or customers; (ii) historical auction catalog data and

promotional materials used in any of the Auction Businesses; (iii) outstanding

proposals made by any of the Auction Businesses to acquire consignments of

Collectible Coins or Collectible Sports Memorabilia to consignors or prospective

consignors; (iv) any "want lists" of Auction Business Customers maintained by

any of the Auction Businesses relating to Collectible Coins or Collectible

Sports Memorabilia that their customers have informed them, in writing, that

they desire to acquire; (v) the identities of prospective consignors or

customers of the Auction Businesses to the extent maintained by any of the

Auction Businesses, (vi) all logs of outgoing/incoming emails, (vii) website

traffic and (viii) all other information relating to or arising out of the

operation of the Auction Businesses. Notwithstanding anything to the contrary

contained in this definition or elsewhere in this Agreement, however, the

Auction Business Records shall not include any of the information identified in

clauses (a) through (g) in the definition of Auction Business Confidential

Information set forth above.



      "Buyer Indemnitees" means Buyer, each Affiliate of Buyer, and each of its

respective Representatives and each of the heirs, executors, successors and

assigns of any of the foregoing.



      "Code" means the Internal Revenue Code of 1986, as amended, or any

successor law, and regulations issued by the IRS pursuant thereto.



      "Collectible Coins" means coins that derive much of their value from their

age, physical condition, limited availability or uniqueness, or their

association with famous or infamous historical events.





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      "Collectible Sports Memorabilia" means sports cards and sports memorabilia

which derive much of their value from their age, physical condition, limited

availability or uniqueness, or their association with popular or famous athletes

or athletic events.



      "Consent" means any approval, consent, ratification, filing, declaration,

registration, waiver, or other authorization required to be obtained to enable

either of the parties to enter into this Agreement or to consummate the

transactions contemplated hereby.



      "Contract" means any agreement, contract, obligation, promise,

arrangement, or undertaking that is legally binding.



      "Environmental Law" means any Law relating to the environment, natural

resources, or public or employee health and safety, and includes the

Comprehensive Environmental Response, Compensation and Liability Act, 42

U.S.C.ss.9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C.

ss.1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901

et seq., the Clean Water Act, 33 U.S.C.ss.1251 et seq., the Clean Air Act, 33

U.S.C.ss.2601 et seq., the Toxic Substances Control Act, 15 U.S.C.ss.2601 et

seq., the Oil Pollution Act of 1990, 33 U.S.C.ss.2701 et seq., and the

Occupational Safety and Health Act, 29 U.S.C.ss.651 et seq.



      "ERISA" means the Employee Retirement Income Security Act of 1974 or any

successor law, and regulations and rules issued pursuant thereto.



      "Exchange Act" means the Securities Exchange Act of 1934, as amended, or

any successor law, and any rules or regulations issued pursuant thereto.



      "GAAP" means generally accepted United States accounting principles.



      "GMAI" means Greg Manning Auctions, Inc., of which Buyer is a

wholly-owned subsidiary.



      "Governmental Authority" means any (1) nation, state, county, city, town,

village, district, (2) federal, state, local, municipal, foreign, or other

government, (3) governmental or quasi-governmental authority of any nature

(including any governmental agency, branch, department, official, or entity and

any court or other tribunal, including an arbitral tribunal), (4) multi-national

organization or body, or (5) body exercising, or entitled to exercise, any

administrative, executive, judicial, legislative, police, regulatory, or taxing

power of any nature.



      "Hazardous Material" means any substance, material or waste which is

regulated under Environmental Law, including, without limitation, any material,

substance or waste that is defined as a "hazardous waste," "hazardous material,"

or "hazardous substance" under any provision of Environmental Law.



      "Indemnifiable Losses" means all out of pocket losses, liabilities, taxes,

damages, deficiencies, obligations, fines, out of pocket expenses, claims,

demands, actions, suits, proceedings, judgments or settlements, whether or not

resulting from third party claims, incurred or suffered by an indemnitee,

including interest and penalties with respect thereto and reasonable

out-of-pocket expenses and reasonable attorneys' and accountants' fees and

disbursements incurred in the investigation or defense of any of the same or in

asserting or enforcing any of the indemnity's rights hereunder.



      "IRS" means the United States Internal Revenue Service or any successor

agency, and, to the extent relevant, the United States Department of the

Treasury.



      "Law" means any federal, state, local, municipal, foreign, international,

multinational, or other administrative order, constitution, law, ordinance,

principle of common law, regulation, statute, or treaty.



      "Legal Proceeding" means any judicial, administrative or arbitral action,

suit, claim, investigation or proceeding, whether at law or in equity, civil or

criminal in nature, before a Governmental Authority.



      "Licensed Information" shall mean the identities and contact information

(as described in Section 2.1(5) hereof), of the Auction Business Customers, the

Auction Business Consignors and the Auction Business Vendors, the



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possession and use of which Information is being licensed by Seller to Buyer

pursuant to the Information License Agreement attached as Exhibit 2.1(5) hereto

(the "Information License Agreement").



      "Lien" means, with respect to the property of any Person, any claim, lien,

pledge, option, charge, easement, security interest, deed of trust, mortgage,

right-of-way, encroachment, building or use restriction, conditional sales

agreement, encumbrance, whether voluntarily incurred or arising by operation of

law, and includes, without limitation, any agreement to give any of the

foregoing in the future, and any contingent sale or other title retention

agreement or lease in the nature thereof.



      "Material Adverse Effect" means:

      -------------------------------



(1)   When used with reference to the Auction Businesses, a state of facts,

      event, consequence, result or change that materially and adversely

      affects, or would reasonably be expected to affect materially and

      adversely, the Auction Businesses considered as a whole or the Acquired

      Assets or the condition (financial or other), or operating results of the

      Auction Businesses considered as a whole or which would prevent Seller

      from consummating the transactions contemplated hereby; and



(2)   When used with reference to the Buyer, a state of facts, event,

      consequence, result or change that materially and adversely affects, or

      would reasonably be expected to affect materially and adversely, the

      condition (financial or other) or operating results of Buyer or that

      would prevent Buyer from consummating the transactions contemplated

      hereby, including Buyer's ability to deliver the GMAI Guaranty (as

      hereinabove defined).



      "Order" means any award, decision, injunction, judgment, order, ruling, or

verdict of any court, arbitral tribunal, administrative agency, or other

Governmental Authority.



      "Ordinary Course of Business" means, with respect to an action taken by a

Person, that that action is (1) consistent with the past practices of that

Person and taken in the ordinary course of the normal day-to-day operations of

that Person, and (2) is not required under applicable law to be authorized by

the board of directors of that Person (or by any Person or group of Persons

exercising similar authority).



      "Permits" means governmental licenses, permits, authorizations,

franchises, certificates or rights required to operate the Auction Business.



      "Person" means any individual, corporation, partnership, limited liability

company, joint venture, association, trust, unincorporated organization,

governmental body or authority or any other entity.



      "Release" means any release, spill, emission, leaking, pumping, pouring,

dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching,

or migration on or into the indoor or outdoor environment or into or out of any

property.



      "Remedial Action" means all actions, including, without limitation, any

capital expenditures, required by any Governmental Authority to (1) clean up,

remove, treat, or in any other way address any Hazardous Material or other

substance, (2) prevent the Release or threat of Release, or minimize the further

Release of any Hazardous Material or other substance so it does not migrate or

endanger or threaten to endanger public health or welfare or the indoor or

outdoor environment, (3) perform pre-remedial studies and investigations or

post-remedial monitoring, or (4) bring facilities on any property owned,

operated or leased by Seller and the facilities located and operations conducted

thereon into compliance with all Environmental Laws.



      "Representative" means with respect to a particular Person, any director,

officer, employee, agent, consultant, or advisor of that Person, including legal

counsel, accountants, and financial advisors.



      "Retained Business Information" means any information which is or has been

used by or in the conduct of any of the Seller Retained Businesses, and not

otherwise used by or in the conduct of the Auction Businesses, and which

includes, but is not limited to, the following: (i) the identities of and other

information about Persons who are or have been customers of one or more of the

Seller Retained Businesses, but who are not Auction Business Consignors or

Auction Business Customers (as defined below); (ii) information relating to

transactions between any of the Seller



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Retained Businesses and any of their respective customers or vendors, even if

any such customers or vendors also are or have been Auction Business Consignors

or Auction Business Customers or Auction Business Vendors, but excluding

information relating to transactions between any of the Auction Grading

Businesses and such customers or vendors, which shall constitute Auction

Business Confidential Information); (iii) any and all trade names, brand names

or trade marks used by Seller (other than the tradenames which are being sold

hereunder to Buyer and identified in Schedules 2.1(1), (2) and (3) hereto), (iv)

any inventions, trade secrets, know-how (including collectibles grading,

authentication and certification techniques) and all other intellectual property

of or used in the conduct of or by any of the Seller Retained Businesses and any

records, documents or notes relating thereto, (v) all business and strategic

plans relating to, and all financial data and financial statements and

projections and estimates of future operating results of any of the Seller

Retained Businesses; and (vi) all other information relating to or arising out

of the operations of any the Seller Retained Businesses, including information

relating to Seller's employees, other than those identified in Schedule 5.1

hereto that are hired by and accept employment with Buyer.



      "SEC" means the Securities and Exchange Commission.



      "SEC Reports" means reports, schedules, statements and other documents

filed by GMAI with the SEC under the Exchange Act during the period from July 1,

2001 to the date hereof.



      "Securities Act" means the Securities Act of 1933, as amended, or any

successor law, and rules or regulations issued pursuant thereto.



      "Seller Indemnitees" means Seller, each Affiliate of Seller, and each of

its respective Representatives and each of the heirs, executors, successors and

assigns of any of the foregoing.



      "Seller Retained Assets" shall mean the assets of Seller ownership of

which is not being sold or transferred to Buyer pursuant to this Agreement.



      "Seller Retained Businesses" means (i) Seller's collectibles grading,

authentication or certification businesses, including those operated under the

names "PCGS", PSA, PSA-DNA and PSE, (ii) the business operated by Odyssey

Publications, Inc., a wholly owned subsidiary of Seller, and (iii) the business

operated by David Hall Rare Coins, and also know as "DHRC, currently operated as

a division of Seller.



      "Third Party Software" means Navision, Lyris, Webtrends, Keynote

(configuration files only), Ipswich Gold, Microsoft Exchange, Goldmine and all

configuration files.



                                    ARTICLE 2



                                PURCHASE AND SALE



      2.1 Acquired Assets. Seller will sell to Buyer, and Buyer will purchase

from Seller, at Closing (as defined in Section 9.1 herein), all of Seller's

rights, title and interests in and to the following assets and properties used

in the operation of or otherwise in connection with the Auction Businesses,

including the goodwill of such Businesses (collectively, the "Acquired Assets"):



(1)   the trade name "Bowers and Merena" and any variation thereof, including,

      but not limited to, the trade names, "Auctions by Bowers and Merena",

      "Bowers and Merena Galleries, Inc.", "Bowers and Merena Research, Inc.",

      and all intellectual property rights and logos to the name "Bowers and

      Merena" owned by Seller as set forth on Schedule 2.1(1).



(2)   the trade name "Kingswood Coin Auctions" and any variation thereof, and

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