<PAGE>

Exhibit 10.1

                              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 Stanford International Bank Ltd., a corporation organized under
the  laws of  Antigua  and  Barbuda  (together  with  its  successors,  "SIBL").
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 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,  SIBL is the holder of the  following  shares  (collectively,  the
"Preferred Shares") of the preferred stock of the Company:  (i) 3,000,000 shares
of the Series B $1.00 Convertible  Preferred Stock; (ii) 2,000,000 shares of the
Series D $1.00  Convertible  Preferred  Stock; and (iii) 2,500,000 shares of the
Series E $1.00 Convertible Preferred Stock; and

     WHEREAS,  SIBL  desires  to induce  Parent and Merger Sub to enter into the
Merger Agreement and to consummate the Merger by converting all of the Preferred
Shares into  3,600,806  shares (the "Common  Shares") of the common  stock,  par
value  $0.001 of the  Company,  effective  on the date hereof  (the  "Conversion
Time"), 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.  SIBL and the Company  hereby  agree,
subject to the  issuance  of the Common  Shares as provided in Section 2 and the
tendering by SIBL of all stock  certificates  evidencing the Preferred Shares to
the  Company,  to convert the  Preferred  Shares  into the Common  Shares at the
Conversion Time,  simultaneously with, and conditioned upon, the issuance of the
Common  Shares.  Upon the issuance of the Common  Shares to SIBL,  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 Conversion  Time,  except the

<PAGE>

right to receive, upon the surrender of such certificates,  the certificates for
the Common 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 SIBL
the Common 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) SIBL hereby irrevocably waives all rights that it 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 SIBL hereunder.  Without limitation of
the  generality  of the  foregoing,  SIBL hereby  irrevocably  waives all of its
preemptive  rights,  participation  rights,  rights of co-sale or first refusal,
registration  rights, or any other similar rights that SIBL may have pursuant to
any Preferred  Shares or any such  agreements,  which rights (if any) shall,  at
such time,  hereby be forever  terminated (for avoidance of doubt,  the forgoing
waiver  shall not apply to any Related  Agreement,  including  the  Registration
Rights Agreement being entered into in connection with the Transactions).

         (b) SIBL hereby irrevocably  waives all anti-dilution,  conversion rate
adjustment,  conversion price adjustment,  share coverage  adjustment or similar
rights it may have pursuant to the Preferred Shares, or any other Commitments of
the Company  which it or 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.

         (c) For  avoidance  of doubt,  nothing in this  Agreement  shall impair
SIBL's  rights and  remedies  as a lender to the Company or its right to receive
the A Warrants and B Warrants pursuant to the Merger Agreement.

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

         (a) Investment  Purpose.  SIBL is acquiring the Common Shares  issuable
upon the conversion of the Preferred Shares (collectively, the "Securities") for
its 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.  SIBL is an "accredited  investor" as
that term is defined in Rule 501(a) of  Regulation D under the  Securities  Act,
and it has not been formed solely for the purpose of acquiring the Securities.

         (c) Reliance on Exemptions.  SIBL  understands  that the Securities are
being  offered  and  sold to it 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 SIBL's
compliance with, the representations,  warranties,  agreements,  acknowledgments


                                      -2-
<PAGE>

and  understandings  of  SIBL  set  forth  herein  in  order  to  determine  the
availability  of such  exemptions  and the  eligibility  of SIBL to acquire  the
Securities.

         (d) Transfer or Resale.  SIBL  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) SIBL shall have delivered to
the  Company an opinion of counsel,  in a form  reasonably  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) SIBL  provides  the
Company  with such  documents  and  certificates  as the Company may  reasonably
request to demonstrate  to its  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.  SIBL 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.  SIBL 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.  SIBL, either alone or together with
its  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.  SIBL 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.  SIBL either has a preexisting  personal or business
relationship  with the Company or any of its officers,  directors or controlling
persons, or by reason of its business or financial experience or the business or
financial experience of its 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 its own interests
in connection with the conversion of the Preferred Shares and the acquisition of
the Securities.

         (j) Legend.  SIBL 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.


                                      -3-
<PAGE>

     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.

     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.

     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


                                      -4-
<PAGE>

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.

     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


                                                STANFORD INTERNATIONAL BANK LTD.


                                                By: /s/ James M. Davis
                                                   -----------------------------
                                                   James M. Davis
                                                   Chief Financial Officer

ACKNOWLEDGED AND ACCEPTED:


DGSE COMPANIES, INC.


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












                                      -6-