<PAGE>

Exhibit 10.2

                              CONVERSION AGREEMENT

     THIS  CONVERSION  AGREEMENT  is made and entered into as of January 6, 2007
(this  "Agreement"),  by  and  between  Superior  Galleries,  Inc.,  a  Delaware
corporation  (f/k/a Tangible Asset Galleries,  Inc., a Nevada  corporation) (the
"Company"),  and  Silvano  DiGenova,  an  individual  resident  of the  State of
California  ("DiGenova").  Capitalized  terms used but not defined  herein shall
have the respective  meanings ascribed to such terms in that certain Amended and
Restated Agreement and Plan of Merger and Reorganization,  made and entered into
as of the date hereof (the "Merger Agreement"),  by and among the Company,  DGSE
Companies,  Inc., a Nevada corporation  ("Parent"),  DGSE Merger Corp., a Nevada
corporation ("Merger Sub"), and Stanford  International Bank Ltd., a corporation
organized  under the laws of Antigua and Barbuda  (together with its successors,
"SIBL"), as stockholder agent.

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  the respective Boards of Directors of Parent,  Merger Sub and the
Company have approved and declared advisable the Merger Agreement and the merger
of Merger Sub with and into the Company (the  "Merger"),  with the Company being
the surviving  corporation,  upon the terms and subject to the conditions of the
Merger Agreement;

     WHEREAS,  in the  Merger,  one  hundred  percent  (100%) of the  issued and
outstanding  shares of capital  stock of the Company will be converted  into the
right to receive  shares of Common  Stock of Parent (as set forth in Article III
of the Merger  Agreement),  on the terms and subject to the conditions set forth
in the Merger  Agreement and in accordance  with the General  Corporation Law of
the State of Delaware  (the  "DGCL")  and  Chapters 78 and 92A of Title 7 of the
Nevada Revised Statutes (the "NPCA");

     WHEREAS, DiGenova is the holder of 400,000 shares of the Company's Series B
$1.00 Convertible Preferred Stock (the "Preferred Shares"); and

     WHEREAS, DiGenova desires to induce Parent and Merger Sub to consummate the
Merger by converting  all of the DiGenova  Preferred  Shares into 202,330 shares
(the  "Converted  Shares")  common stock of the Company  (the  "Common  Shares")
effective on the date hereof,  all in  accordance  with the terms and subject to
the conditions set forth herein.

                                A G R E E M E N T
                                -----------------

     NOW, THEREFORE,  IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties hereto (collectively, the
"Parties"), intending to be legally bound, hereby agree as follows:

     1.  Conversion of Preferred  Stock.  DiGenova and the Company hereby agree,
subject to the issuance of the Converted Shares as provided in Section 2 and the
tendering by DiGenova of all stock certificates  evidencing the Preferred Shares
to the Company, to convert the Preferred Shares into the Converted Shares on the
date hereof (the "Conversion Time"),  simultaneously with, and conditioned upon,
the issuance of the Converted Shares.  Upon the issuance of the Converted Shares
to DiGenova,  the Preferred Shares shall  automatically be cancelled and retired
and  shall  cease to  exist,  and the  holder  of any  stock  certificate  that,
immediately  prior to the Conversion  Time,  represented  issued and outstanding
Preferred Shares shall cease to have any rights with respect thereto,  including
any claims for any default  occurring or other  liability  arising  prior to the

<PAGE>

Conversion  Time,  except  the  right to  receive,  upon the  surrender  of such
certificates,  the certificates for the Converted Shares contemplated by Section
2.

     2. Issuance of Shares. At the Conversion Time and  simultaneously  with the
conversions contemplated by Section 1, and subject to the surrender of the stock
certificates  evidencing  the  Preferred  Shares,  the  Company  shall  issue to
DiGenova the Converted  Shares in exchange for the cancellation of the Preferred
Shares.  All Common  Shares  issued and paid upon  conversion  of the  Preferred
Shares in  accordance  with the terms hereof shall be deemed to have been issued
and paid in full satisfaction of all rights pertaining to the Preferred Shares.

     3. Waiver and Termination of Certain Rights.

         (a)  Effective at the  Conversion  Time,  DiGenova  hereby  irrevocably
waives all rights that he may have pursuant to any shares of preferred  stock of
the Company, and any agreement with the Company relating thereto,  including any
securities  purchase  agreement,  registration  rights  agreement,  shareholders
agreement or otherwise,  whether or not such agreement is referenced  herein, to
acquire  any Equity  Interest in the  Company,  other than as is to be issued to
DiGenova  hereunder.  Without  limitation of the  generality  of the  foregoing,
effective at the Conversion Time,  DiGenova hereby irrevocably waives all of his
preemptive  rights,  participation  rights,  rights of co-sale or first refusal,
registration rights, or any other similar rights that DiGenova may have pursuant
to any Preferred Shares, or any such agreements, which rights (if any) shall, at
such time, hereby be forever terminated.

         (b) DiGenova hereby irrevocably  waives all  anti-dilution,  conversion
rate  adjustment,  conversion  price  adjustment,  share coverage  adjustment or
similar  rights  he may have  pursuant  to the  Preferred  Shares  or any  other
Commitments  of the  Company  which  he may  have  in  connection  with  (i) the
exchanges of shares,  conversions of debt, or issuances of warrants contemplated
hereby or by the Merger Agreement, or (ii) the issuance of shares or assumptions
of options or warrants contemplated by Article III of the Merger Agreement.

     4. Representations and Warranties.  DiGenova represents and warrants to the
Company as follows:

         (a)  Investment  Purpose.  DiGenova  is  acquiring  the  Common  Shares
issuable  upon  the  conversion  of  the  Preferred  Shares  (collectively,  the
"Securities")  for his own  account  for  investment  only  and not  with a view
towards,  or for resale in  connection  with,  the public  sale or  distribution
thereof,  except  pursuant to sales  registered or exempted under the Securities
Act.

         (b) Accredited Investor Status. DiGenova is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D under the Securities Act.

         (c) Reliance on Exemptions.  DiGenova  understands  that the Securities
are being  offered and sold to him in reliance on specific  exemptions  from the
registration  requirements  of the Securities Act and state  securities laws and
that the  Company  is  relying  in part  upon the  truth and  accuracy  of,  and
DiGenova's  compliance  with,  the  representations,   warranties,   agreements,
acknowledgments  and  understandings  of DiGenova  set forth  herein in order to
determine the availability of such exemptions and the eligibility of DiGenova to
acquire the Securities.

         (d) Transfer or Resale.  DiGenova  understands that the Securities have
not been registered  under the Securities Act or any state  securities laws, and
may  not  be  offered  for  sale,  sold,  assigned,  pledged,   hypothecated  or
transferred unless (A) subsequently  registered  thereunder,  (B) DiGenova shall
have  delivered  to the  Company  an opinion of  counsel,  in a form  reasonably


                                       -2-
<PAGE>

satisfactory  to the Company,  to the effect that such  Securities  may be sold,
assigned or transferred pursuant to an exemption from such registration,  or (C)
DiGenova  provides  the Company  with such  documents  and  certificates  as the
Company may  reasonably  request to demonstrate  to his  satisfaction  that such
Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated
under the Securities Act (or a successor rule thereto).

         (e) No General  Solicitation.  DiGenova is not acquiring the Securities
as a  result  of any  advertisement,  article,  notice  or  other  communication
regarding any Securities  published in any newspaper,  magazine or similar media
or broadcast  over  television or radio,  or presented at any seminar or meeting
whose  attendees  have been  invited  by any  general  solicitation  or  general
advertising.

         (f) Adequate  Information.  DiGenova is aware of the Company's business
affairs and financial condition,  and has acquired information about the Company
sufficient  to reach an  informed  and  knowledgeable  decision  to acquire  the
Securities.

         (g) Sophistication and Experience.  DiGenova,  either alone or together
with his representatives,  has such knowledge,  sophistication and experience in
business and financial  matters so as to be capable of evaluating the merits and
risks of the  prospective  investment in the Securities and has so evaluated the
merits and risks of such investment.

         (h) Ability to Bear Risk. DiGenova is able to bear the economic risk of
an  investment in the  Securities  and, at the present time, is able to afford a
complete loss of such investment.

         (i)  Relationship.  DiGenova  either  has  a  preexisting  personal  or
business  relationship  with the Company or any of its  officers,  directors  or
controlling persons, or by reason of his business or financial experience or the
business  or  financial   experience  of  his  professional   advisers  who  are
unaffiliated with and who are not compensated by the Company or any affiliate or
selling  agent of the  Company,  directly  or  indirectly,  has the  capacity to
protect his own  interests in  connection  with the  conversion of the Preferred
Shares and the acquisition of the Securities.

         (j)  Legend.   DiGenova   understands   that  the  stock   certificates
representing the Common Shares shall bear a restrictive  legend in substantially
the following form (or another legend substantially in such form as the transfer
agent  for the  Company  may from  time to time use  generally  on  certificates
evidencing restricted securities of the Company):

          THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
         "ACT"), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE
         BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
         SOLD,  TRANSFERRED  OR ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE
         REGISTRATION  STATEMENT  OR AN  OPINION  OF  COUNSEL,  IN A  FORM
         REASONABLY  SATISFACTORY TO THE ISSUER,  THAT REGISTRATION IS NOT
         REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

     5. Governing  Law;  Jurisdiction.  This Agreement  shall be governed in all
respects by the laws of the State of Texas  applicable to contracts  negotiated,
executed and to be performed  entirely within such State. All suits,  actions or
proceedings  arising  out of,  or in  connection  with,  this  Agreement  or the
transactions  contemplated  by this Agreement shall be brought in any federal or
state court of competent subject matter  jurisdiction  sitting in Dallas County,
Texas.


                                       -3-
<PAGE>

     6.  Construction.  The  rules of  construction  specified  in  Section  1.3
(Construction)  of the Merger  Agreement  are hereby  incorporated  by reference
herein and shall apply to this Agreement mutatis  mutandis,  as if expressly set
forth herein.

     7.  Titles and  Headings.  The section and  paragraph  titles and  headings
contained  herein are inserted purely as a matter of convenience and for ease of
reference  and  shall be  disregarded  for all  other  purposes,  including  the
construction,  interpretation  or  enforcement  of this  Agreement or any of its
terms or provisions.

     8.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which shall be enforceable  against the Parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.

     9. Facsimile Execution. A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more  Parties,  and an executed copy of this
Agreement may be delivered by one or more Parties by facsimile, email or similar
electronic  or digital  transmission  pursuant to which the  signature  of or on
behalf of such  Party can be seen,  and such  execution  and  delivery  shall be
considered valid, binding and effective for all purposes.  At the request of any
Party, all Parties agree to execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.

     10. Entire  Agreement.  This Agreement and the Merger Agreement  constitute
the entire  agreement  among the  Parties  with  respect to the  subject  matter
hereof.

     11. Notices. All notices,  requests,  instructions or other documents to be
given or delivered under this Agreement  shall be given in the manner,  with the
effect and to the address, email address or fax number to be used for such Party
as provided in Section 10.1 of the Merger  Agreement;  provided that the initial
address, email address and fax number for DiGenova shall be as follows:

         Silvano DiGenova
         32001 S. Coast Highway
         Laguna Beach, California  92651
         Facsimile:
         Email:  [omitted]

     12.  Amendment;  Waiver.  This  Agreement and any  provision  hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the  Party  against  which  enforcement  of the same is sought  and by
Parent.  This Agreement may be amended only by a writing executed by all Parties
and by Parent.

     13.  Binding  Effect.  This Agreement  shall be binding upon,  inure to the
benefit of, and be enforceable by, the Parties and their  respective  successors
and permitted assigns.

     14.  Specific   Performance;   Injunctive  Relief.   Each  of  the  Parties
acknowledges and agrees that any breach or non-performance of, or default under,
any of the terms and provisions  hereof would cause  substantial and irreparable
damage  to the  other  parties  hereto,  and  that  money  damages  would  be an
inadequate remedy therefor. Accordingly, each of the Parties agrees that each of
them shall be entitled to seek equitable relief,  including specific performance
and  injunctive  relief,  in the event of any such  breach,  non-performance  or
default in any Action  instituted in any court of the United States or any state
having  competent  jurisdiction,  or before any  arbitrator,  in addition to any
other remedy to which such Party may be entitled, at law or in equity.


                                      -4-
<PAGE>

     15.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions  hereof;  provided
that if any  provision  of this  Agreement,  as  applied  to any Party or to any
circumstance,  is adjudged  by a court,  tribunal  or other  governmental  body,
arbitrator or mediator not to be enforceable in accordance  with its terms,  the
Parties agree that such  governmental  body,  arbitrator or mediator making such
determination  shall  have  the  power  to  modify  the  provision  in a  manner
consistent  with its  objectives  such  that it is  enforceable,  and to  delete
specific words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced.

     16.  Further  Assurances.  At any time,  and from  time to time,  after the
effective  date,  each Party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by any other  Party to confirm or
perfect title to any property  interests  transferred  hereunder or otherwise to
carry out the intent and purposes of this Agreement.

     17.  Third-Party  Beneficiaries.  This  Agreement  is made  solely  for the
benefit of the Parties and Parent, and their respective permitted successors and
assigns, and no other Person shall have or acquire any right or remedy by virtue
hereof except as otherwise expressly provided herein.

     18.   Voluntary   Execution  of  Agreement.   This  Agreement  is  executed
voluntarily  and without any duress or undue  influence on the part or behalf of
the Parties.  Each of the Parties hereby  acknowledges,  represents and warrants
that (i) it has read and fully  understood  this Agreement and the  implications
and  consequences  thereof;  (ii) it has been  represented  in the  preparation,
negotiation, and execution of this Agreement by legal counsel of its own choice,
or it has made a  voluntary  and  informed  decision  to  decline  to seek  such
counsel;  and (iii) it is fully  aware of the legal and  binding  effect of this
Agreement.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]









                                      -5-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed by their  respective  authorized  signatories as of the date first
indicated above.

                                                      SUPERIOR GALLERIES, INC.


                                                      By: /s/ Silvano DiGenova
                                                         -----------------------
                                                         Silvano DiGenova
                                                         Chief Executive Officer


                                                      SILVANO DIGENOVA


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

ACKNOWLEDGED AND ACCEPTED:


DGSE COMPANIES, INC.


By: /s/ Dr. L.S. Smith
   -------------------------------------
   Dr. L.S. Smith
   Chairman and Chief Executive Officer












                                      -6-