<PAGE>

Exhibit 10.9

                              DGSE COMPANIES, INC.
                                SUPPORT AGREEMENT

     THIS SUPPORT AGREEMENT is made and entered into as of January 6, 2007 (this
"Agreement"),  by and  among  (i) DGSE  Companies,  Inc.,  a Nevada  corporation
(together with its successors and permitted  assigns,  "Parent"),  (ii) Superior
Galleries, Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a
Nevada corporation) (together with its successors, the "Company"), and (iii) the
undersigned  stockholders  of Parent  (each,  solely in its  capacity  as such a
stockholder, a "Stockholder").

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

     WHEREAS,  Parent,  DGSE Merger Corp., a Nevada corporation  ("Merger Sub"),
the Company, and Stanford International Bank Ltd., a corporation organized under
the laws of Antigua and  Barbuda  (together  with its  successors,  "SIBL"),  as
stockholder agent, have entered into that certain Amended and Restated Agreement
and Plan of Merger  and  Reorganization,  made and  entered  into as of the date
hereof (the "Merger Agreement");

     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 common stock of the Company (the "Company  Common Stock")
will be converted  into the right to receive  shares of common stock,  par value
$0.01 per share,  of Parent (the "Parent Common Stock") (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,  each Stockholder is the beneficial owner of such number of shares
of Parent Common Stock as is indicated on such  Stockholder's  signature page to
this Agreement;

     WHEREAS,  approval  of  the  Merger  by the  stockholders  of  Parent  is a
condition  precedent  to the  obligation  of each of Parent  and the  Company to
consummate the Merger or other Transactions;

     WHEREAS, the Company has incurred,  and may continue to incur,  substantial
expenses  related  to  the  evaluation,  negotiation  and  consummation  of  the
Transactions, the Merger Agreement and the Related Agreements;

     WHEREAS, the execution and deliver of this Agreement by the Stockholders is
a condition precedent to the execution and delivery by the Company of the Merger
Agreement and constitutes a material inducement for the Company therefor; and

     WHEREAS,  in  consideration  of and as a condition to the  execution of the
Merger  Agreement by the Company,  each  Stockholder  (solely in its capacity as
such)  agrees to vote all Shares (as such term is defined  below) of Parent over
which such Stockholder has voting power so as to facilitate  consummation of the
transactions contemplated by the Merger Agreement.


                                      -1-
<PAGE>

                                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. Certain Definitions. Capitalized terms used but not defined herein shall
have the respective  meanings ascribed thereto in the Merger  Agreement.  Unless
otherwise expressly provided herein, the following terms,  whenever used in this
Agreement, shall have the meanings ascribed to them below:

         (a) "Expiration  Date" means the earliest to occur of (i) such date and
time as the Merger  Agreement shall have been terminated  pursuant to Article IX
thereof, (ii) the Effective Time, and (iii) the written agreement of the parties
hereto.

         (b) "Merger Votes" means each of the following:

             (1) in favor of  approval  and  adoption of the Merger or any other
Transaction,  the Merger Agreement  (including any Amendment thereto approved by
the Board of Directors of the Company),  the Related  Agreements,  or any matter
that could reasonably be expected to facilitate the Merger;

             (2)  against  any  proposal  or action  that  could  reasonably  be
expected to delay,  impede or  interfere  with the approval of the Merger or any
other Transaction;

             (3)  against  any  action or  agreement  that could  reasonably  be
expected to result in a Breach of any  covenant,  representation  or warranty or
any  other  obligation  of Parent  under the  Merger  Agreement  or any  Related
Agreement to which Parent is a party or signatory;

             (4)  in  favor  of  the   amendment  to  the  Parent   Articles  of
Incorporation to increase the number of authorized shares of Parent Common Stock
to 30,000,000 shares; and

             (5) in favor of any other  matter  relating  to the  execution  and
delivery of the Related Agreements and the proper and prompt consummation of the
Transactions.

         (c) "New Shares"  means,  with respect to any  Stockholder,  all Equity
Interests  in Parent that such  Stockholder  purchases  or with respect to which
such Stockholder  otherwise acquires beneficial ownership after the date hereof,
including  (i) any Equity  Interests  acquired by gift or succession or means of
dividend or distribution,  and (ii) any Equity Interests issued or issuable upon
the conversion,  exercise or exchange,  as the case may be, of any Securities or
Commitments of Parent which are convertible into, or exercisable or exchangeable
for, Equity Interests of Parent.

         (d)  "Original  Shares"  means,  with respect to any  Stockholder,  all
Equity Interests of Parent beneficially owned by such Stockholder as of the date
of this Agreement.

         (e) "Shares" means, with respect to any Stockholder all Original Shares
and New Shares beneficially owned from time to time by such Stockholder.

     2. Restrictions on Transfer of Shares.


                                      -2-
<PAGE>

         (a)   Restrictions   on  Transfer  of  Shares.   Except  as   otherwise
contemplated by the Merger  Agreement,  each Stockholder  agrees not to cause or
permit,  or to attempt to effect,  directly or  indirectly,  any  Transfer of or
Encumbrance on its Shares,  and any such purported Transfer or Encumbrance shall
be null and void ab initio.

         (b) Transfer of Voting Rights. Except as otherwise  contemplated by the
Merger Agreement or the Related  Agreements,  each Stockholder agrees not to (i)
deposit (or permit the deposit of) any Shares in a voting  trust,  or (ii) grant
any proxy or power of  attorney  or enter into any voting  agreement  or similar
agreement  or  authorization  in  contravention  of its  obligations  under this
Agreement with respect to any Shares.

         (c) No Conflicts. Each Stockholder shall not take any other action that
would in any way restrict,  limit or interfere or conflict with the  performance
of  its  obligations   under  this  Agreement,   the  Merger  Agreement  or  the
Transactions.

     3.  Agreement  to Vote  Shares.  At every  meeting of the  stockholders  of
Parent,  however called, and at every adjournment or postponement  thereof,  and
for every action or approval by consent of the  stockholders of Parent,  in each
case  related  or  potentially  related to the Merger  Votes,  each  Stockholder
(solely in its  capacity  as such) shall (A) sign and  deliver  such  consent to
Parent  if  consistent  with the  Merger  Votes,  (B) not sign such  consent  if
inconsistent  with the Merger  Votes,  (C) appear at such  meeting or  otherwise
cause its Shares to be counted as present thereat for purposes of establishing a
quorum,  and (D) vote, or cause to be voted,  its Shares  strictly in accordance
with the Merger Votes.

     4.  Irrevocable and Exclusive  Proxy.  Concurrently  with the execution and
delivery of this Agreement,  each Stockholder agrees to deliver to the Company a
duly executed Irrevocable Proxy and Power Of Attorney  substantially in the form
attached  hereto as Exhibit A (the "Proxy"),  which shall be irrevocable  during
the term of this  Agreement  to the  fullest  extent  permissible  by law,  with
respect to the Shares. Each Stockholder expressly acknowledges that the Proxy is
coupled  with an interest.  Each  Stockholder  hereby  revokes any and all prior
proxies,  powers of attorney or similar  authorizations in respect of any Shares
to the extent related to the Merger Votes.

     5.  Representations and Warranties of Stockholder.  Each Stockholder hereby
represents and warrants to the Company as follows:

         (a) Title to Securities.  Such Stockholder is the beneficial owner and,
to the extent indicated, record holder of the Equity Interests of Parent and the
options,  warrants,  convertible notes and other Commitments of Parent indicated
on the signature page hereof,  free and clear of any  Encumbrance  that, in each
case,  would  deprive  the  Company  of the  benefits  of this  Agreement.  Such
Stockholder  has  identified on the signature page of this Agreement any nominee
or agent or other  Person in whose  name any Shares  beneficially  owned by such
Stockholder are held, and contact information relating to such Person.

         (b) No Other Securities. Such Stockholder does not beneficially own any
Securities of Parent other than the Equity  Interests in Parent and the options,
warrants,  convertible  notes and other  Commitments of Parent  indicated on the
signature page hereof.

         (c)  Authorization.  Such  Stockholder has the full power and authority
(if an Entity),  or the full legal capacity (if an individual),  to make,  enter
into and carry out the terms of this Agreement and the Proxy. This Agreement and
the  Proxy  have  been duly  executed  and  delivered  by such  Stockholder  and
constitute its legal, valid and binding  obligations,  enforceable against it in
accordance with their respective terms.


                                      -3-
<PAGE>

         (d) No  Conflicts  or  Consents.  The  execution  and  delivery of this
Agreement and the Proxy by such  Stockholder do not, and the performance of this
Agreement  and the Proxy by such  Stockholder  will not,  (i)  conflict  with or
violate any Law or Order applicable to such Stockholder or to which it or any of
its Properties is or may be subject or affected, or (ii) result in or constitute
a Breach of, or result (with or without notice or lapse of time) in the creation
of any  Encumbrance on any of the Shares pursuant to, any Contract to which such
Stockholder is a party or by which such  Stockholder or any of its affiliates or
Property is or may be bound or  affected.  The  execution  and  delivery of this
Agreement and the Proxy by such  Stockholder do not, and the performance of this
Agreement and the Proxy by such Stockholder will not, require any Consent of any
Person.

     6. Covenants of Parent.

         (a) No  Registration  of  Transfers.  Parent  shall  not  register  the
Transfer of any Shares,  or any Commitments for Equity  Interests of Parent,  of
any  Stockholder on the stock record books,  records or ledgers of Parent at any
time prior to the Expiration Date. Parent shall issue stop-transfer instructions
to each transfer agent (if any) for any class or series of its Equity Interests,
instructing  each such transfer agent not to register any Transfer of any Shares
during the term hereof except in compliance with the terms of this Agreement.

         (b) Filing of Proxies.  Parent shall  promptly file each Proxy with the
corporate secretary of Parent.

         (c) Notice of  Conflict.  Parent  shall  notify the  Company as soon as
practicable,  but in any event within one  business  day, if it receives (i) any
proxy,  power of  attorney  or similar  authorization  or any  revocation  which
purports to revoke or otherwise conflicts with any Proxy, or (ii) any request or
notice of Transfer of any Shares of any Stockholder.

     7. New Shares.  Parent and each Stockholder  agree that New Shares shall be
subject to the terms and  conditions of this  Agreement to the same extent as if
they constituted  Original Shares.  Each Stockholder shall promptly,  and in any
event within two business  days,  notify the Company of the number of New Shares
it acquires from time to time.

     8. Permitted  Activities.  Nothing in this Agreement  shall be construed to
(i) require any Stockholder to exercise any option,  warrant or other Commitment
to acquire Equity  Interests in Parent,  or (ii) prohibit any  Stockholder  from
engaging in a net exercise of any option, warrant or other Commitment to acquire
Equity Interests of Parent in accordance with the terms thereof.

     9. Stock Certificates  Legends. If so requested by the Company,  Parent and
each Stockholder agrees that the certificates representing any Shares shall bear
a legend  stating that they are subject to this  Agreement and to an irrevocable
proxy.

     10.  Further  Assurances.  From time to time, at the Company's  request and
without  consideration,  each  Stockholder  and Parent shall execute and deliver
such  additional  documents and take all such further action as may be necessary
or desirable to consummate and make effective,  in the most  expeditious  manner
practicable,  the transactions and appointments  contemplated by this Agreement.
Without limiting the generality of the foregoing,  each  Stockholder  (solely in
its capacity as such) shall  execute and deliver any  additional  documents  and
instruments as necessary or desirable, in the reasonable opinion of the Company,
to carry out the  intent  of this  Agreement,  including  executing  another  or
different appointment of proxy.


                                      -4-
<PAGE>

     11. Expenses. All fees, costs and expenses incurred in connection with this
Agreement by the Stockholders and Parent shall be paid by Parent.

     12. Miscellaneous.

         (a) Term. This Agreement shall be effective as of the date hereof. This
Agreement  shall  terminate,  and have no  further  force or  effect,  as of the
Expiration Date;  provided that such termination of this Agreement shall relieve
any party hereto from any  liability for any breach of this  Agreement  prior to
termination.

         (b)  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.

         (c) 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.

         (d)  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.

         (e)  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.

         (f) 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.

         (g)  Amendments and  Modification.  This Agreement may not be modified,
amended,  altered or  supplemented  except upon the  execution and delivery of a
written agreement  executed by Parent,  the Company each of the Stockholders (if
any) adversely affected thereby.

         (h) No Waiver. The failure of any Party to exercise any right, power or
remedy provided under this Agreement or otherwise available in respect hereof at
law or in  equity,  or to insist  upon  compliance  by any other  Party with its
obligations hereunder, or any custom or practice of the Parties at variance with
the terms  hereof  shall not  constitute  a waiver by such Party of its right to
exercise any such or other right,  power or remedy or to demand such compliance.
No waiver by any Party of any default,  misrepresentation  or breach  hereunder,
whether  intentional or not, shall be effective  unless in writing and signed by
the Party against whom such waiver is sought to be enforced,  and no such waiver
shall be deemed to extend to any prior or subsequent default,  misrepresentation


                                      -5-
<PAGE>

or breach hereunder or affect in any way any rights arising because of any prior
or subsequent such  occurrence.  Notwithstanding  the foregoing,  Parent and the
Company shall have the right to waive compliance with Section 2.

         (i)  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,  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.

         (j) Notices. All notices, requests,  instructions or other documents to
be given under this Agreement shall be in writing and shall be deemed given, (i)
five business days following  sending by registered or certified  mail,  postage
prepaid, (ii) when sent if sent by facsimile or email;  provided,  however, that
the facsimile or email is promptly confirmed by telephone  confirmation thereof,
(iii) when delivered,  if delivered  personally to the intended  recipient,  and
(iv) one business  day  following  sending by overnight  delivery via a national
courier  service,  and in each case,  addressed  to a Party (1) with  respect to
Parent or the  Company,  at the address set forth for such Party in Section 10.1
(Notices) of the Merger Agreement,  and (2) with respect to any Stockholder,  at
the address set forth on such  Stockholder's  signature page hereto,  or in each
case to such other address, fax number or email address as the Party to whom the
notice,  request,  instruction  or other  document is given may have  previously
furnished  to the other  Parties  in  writing  in the  manner  set forth in this
Section 12(j).

         (k)  Governing  Law.  This   Agreement  and  the   performance  of  the
transactions  and obligations of the Parties  hereunder shall be governed by and
construed  in  accordance  with the laws of the  State  of Texas  applicable  to
contracts negotiated, executed and to be performed entirely within such State.

         (l) Entire Agreement.  The Parties hereby acknowledge and re-affirm the
terms and provisions of Section 10.4 of the Merger Agreement.

         (m)  Third-Party  Beneficiaries.  This Agreement is made solely for the
benefit of
the Parties 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.

         (n) Consent to  Jurisdiction;  No Jury Trial;  Service of Process.  The
terms and provisions of Section 10.7(b)-(d) (Consent to Jurisdiction; Service of
Process;  No Jury  Trial) of the Merger  Agreement  are hereby  incorporated  by
reference  herein and shall  apply to this  Agreement  mutatis  mutandis,  as if
expressly set forth herein.

         (o)  Counterparts.  This  Agreement  may be  executed  in  two or  more
original or  facsimile  counterparts,  each of which shall be deemed an original
but all of which together shall constitute but one and the same instrument.

         (p) 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.


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


                                      -6-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed on the day and year first above written.

                           DGSE COMPANIES, INC.


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


                           SUPERIOR GALLERIES, INC.


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


                   [ THE STOCKHOLDER SIGNATURE PAGES FOLLOW ]







<PAGE>

                           STOCKHOLDER:


                           DR. L.S. SMITH

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



                           Address, etc. for notices:

                                    2817 Forest Lane
                                    Dallas, Texas 75234
                                    Facsimile:  [omitted]
                                    Email:  [omitted]

                           Parent Equity Interests held:

                                    2,279,864 shares of Parent Common Stock

                           Commitments to acquire Parent Equity Interests:

                                    Options to acquired 845,634 shares of Parent
                                    Common Stock








<PAGE>

                                                                       EXHIBIT A

                     IRREVOCABLE PROXY AND POWER OF ATTORNEY
                            SUPERIOR GALLERIES, INC.

     The undersigned holder of shares ("Stockholder") of DGSE COMPANIES, INC., a
Nevada  corporation  (together  with  its  successors,  the  "Company"),  hereby
irrevocably  (to the fullest extent  permitted by law)  constitutes and appoints
MITCHELL  STOLZ,  an  individual  resident of the State of  ________,  and DAVID
RECTOR, an individual resident of the State of _________,  and either of them or
each of their respective nominees,  as the true and lawful attorneys and proxies
of the undersigned, with full power of substitution and resubstitution,  for and
in its name,  place and stead,  solely and  exclusively to vote and exercise all
voting and related  rights (to the full extent that the  undersigned is entitled
to do so) with  respect to the  matters  referred to in Section 4 of this Proxy,
including  the right to sign its name (solely in its capacity as a  stockholder)
to any consent,  certificate or other document  relating to the Company that the
Chapters 78 and 92A of Title 7 of the Nevada  Revised  Statutes (the "NPCA") may
permit or require as  provided  in Section 4 of this  Proxy,  for all Shares (as
defined below), all in accordance with the terms of this Proxy.

     1. The following capitalized terms, whenever used in this Proxy, shall have
the meanings ascribed to them below:

         (a)  "Expiration  Date" means the earlier to occur of (i) such date and
time as the Merger  Agreement  shall have been  validly  terminated  pursuant to
Article X thereof,  (ii) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Merger  Agreement,  and (iii)
the termination of the Support Agreement.

         (b)  "Merger   Agreement"  means  that  certain  Amended  and  Restated
Agreement and Plan of Merger and Reorganization, made and entered into as of the
date hereof,
by and among the Company, DGSE Merger Corp., a Nevada corporation ("Merger
Sub"), Superior, and Stanford International Bank Ltd., a corporation organized
under the laws of Antigua and Barbuda (together with its successors, "SIBL"), as
stockholder agent, as the same may be amended, modified or supplemented from
time to time.

         (c) "New Shares"  means all shares of capital stock of the Company that
the undersigned  Stockholder  purchases or with respect to which the undersigned
Stockholder  otherwise  acquires  beneficial  ownership  after the date  hereof,
including,  without  limitation,  (i)  any  such  shares  acquired  by  gift  or
succession or means of dividend or distribution,  and (ii) any shares of capital
stock of the  Company  issued  or  issuable  upon the  conversion,  exercise  or
exchange, as the case may be, of any options,  warrants,  convertible securities
or other  commitments of the Company which are convertible  into, or exercisable
or exchangeable for, shares of capital stock of the Company.

         (d)  "Original  Shares"  means  shares of capital  stock of the Company
(including  all shares  issuable  upon the  exercise or  conversion  of options,
warrants,   convertible   notes  and  other   rights  to  acquire  such  shares)
beneficially owned by the undersigned  Stockholder as of the date of the Support
Agreement.

         (e) "Shares" means all Original Shares and New Shares from time to time
beneficially owned by the undersigned Stockholder.


                                      -1-
<PAGE>

         (f) "Superior" means Superior Galleries,  Inc., a Delaware  corporation
(f/k/a Tangible Asset Galleries, Inc., a Nevada corporation),  together with its
successors and permitted assigns under the Support Agreement.

         (g) "Support Agreement" means that certain Support Agreement,  made and
entered into as of even date  herewith,  by and among the Company,  Superior and
the  stockholders  of the  Company  party  thereto,  as the same may be amended,
modified or supplemented from time to time.

     2. This Proxy is granted  pursuant to the Support  Agreement and is granted
in  consideration  of Superior  entering into the Merger  Agreement.  The Merger
Agreement  provides  for the merger of Superior  with and into Merger Sub,  with
Superior as the  surviving  corporation  and a  wholly-owned  subsidiary  of the
Company (the "Merger").

     3. Upon the undersigned's execution of this Proxy, any and all prior powers
of attorney and proxies given by the undersigned with respect to any Shares,  to
the extent  related to the  matters  set forth in Section 4 of this  Proxy,  are
hereby revoked, and the undersigned agrees not to grant any subsequent powers of
attorney or proxies  with  respect to the Shares or any New Shares to the extent
related thereto until after the Expiration Date.

     4. The attorneys and appointees  named above,  and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's  attorney and nominee to vote the Shares,  and
to exercise  all voting,  consent and  similar  rights of the  undersigned  with
respect to the Shares (including,  without limitation,  the power to execute and
deliver  written  consents)  at every  annual,  special,  postponed or adjourned
meeting of the  stockholders of the Company and in every written consent in lieu
of any such meeting, and the right to sign its name (solely in its capacity as a
stockholder)  to any  consent,  certificate  or other  document  relating to the
Company that the DGCL may permit or require:

         (a) in  favor  of  approval  and  adoption  of the  Merger,  the  other
transactions   and  agreements   contemplated  by  the  Merger   Agreement  (the
"Transactions"),  the Merger Agreement (including any amendment, modification or
supplement thereto approved by the Board of Directors of the Company), the other
agreements  expressly   contemplated  by  the  Merger  Agreement  (the  "Related
Agreements"), and any matter that could reasonably be expected to facilitate the
Merger;

         (b) against any proposal or action that could reasonably be expected to
delay,  impede  or  interfere  with the  approval  of the  Merger  or any  other
Transaction;

         (c) against any action or agreement  that could  reasonably be expected
to result in a breach  of or  default  under  any  covenant,  representation  or
warranty or any other  obligation of the Company  under the Merger  Agreement or
any Related Agreement to which the Company is a party or signatory;

         (d) in favor of the amendment to the Parent  Articles of  Incorporation
to increase the number of authorized shares of common stock, par value $0.01 per
share, of the Company to 30,000,000 shares; and

         (e) in favor of any other matter relating to the execution and delivery
of the Related  Agreements and the proper and prompt  consummation of the Merger
and the other Transactions.


                                      -2-
<PAGE>

     5. THIS PROXY AND POWER OF ATTORNEY ARE  IRREVOCABLE (TO THE FULLEST EXTENT
PERMITTED BY LAW) AND ARE COUPLED  WITH AN INTEREST.  This Proxy shall expire on
the Expiration Date.

     6. For sake of  clarification,  nothing in this Proxy shall confer upon the
attorneys named above the right to exercise control or direction over the voting
rights  attached  to the  Shares  in any  circumstance  other  than the  limited
circumstances expressly referred to herein. The undersigned Stockholder may vote
the Shares on all other matters.

     7. Any obligation of the undersigned Stockholder hereunder shall be binding
upon the successors and assigns of the undersigned Stockholder.

     8. If any term or  provision  of this Proxy or any part of any such term or
provision is held under any  circumstances to be invalid or unenforceable in any
jurisdiction, then (i) such term or provision or part thereof will, with respect
to such circumstances and in such jurisdiction,  be deemed amended to conform to
applicable  laws so as to be valid  and  enforceable  to the  fullest  permitted
extent,  (ii) the  invalidity or  unenforceability  of such term or provision or
part thereof under such  circumstances and in such jurisdiction shall not affect
the validity or  enforceability  of such term or provision or part thereof under
any other circumstances or in any other  jurisdiction,  and (iii) the invalidity
or  unenforceability  of such term or provision or part thereof shall not affect
the validity or enforceability of the remainder of such term or provision or the
validity or  enforceability  of any other term or provision of this Proxy.  Each
term and provision of this Proxy is separable from every other term or provision
of this  Proxy,  and  each  part of each  term or  provision  of this  Proxy  is
separable from every other part of such term or provision.

     9. The Shares  beneficially owned by the undersigned  Stockholder as of the
date of this Proxy are listed on the final page of this Proxy.

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









                                      -3-
<PAGE>

     IN WITNESS WHEREOF, the undersigned Stockholder has caused this Proxy to be
duly executed on the day and year written next below.

Dated:  January ___, 2007



                DR. L.S. SMITH

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





                Shares Beneficially Owned:
                         2,279,864 shares of common stock of the Company

                         845,634  shares of common stock of the Company issuable
                         upon exercise of outstanding options, warrants or other
                         rights or upon conversion of outstanding notes or other
                         convertible securities





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