Unassociated Document


    
      EXHIBIT
10.2

      


      PURCHASE
AND SALE AGREEMENT

    

     

     

    This
Purchase and Sale Agreement (“Agreement”) is made
this 27th day of January, 2010 (the “Effective Date”), by
and between (i) Stanford International Bank, Ltd., an entity organized under the
laws of Antigua (“Seller”), and (ii)
DGSE Companies, Inc., a Nevada corporation (the “Company”), and/or any
Company assignees pursuant to Section 9 of this Agreement, (collectively, “Buyers” and each,
individually, a “Buyer”) (Seller and
Buyers being sometimes hereinafter referred to, collectively, as the “Parties,” and each,
individually, as a “Party”).

     

    WITNESSETH:

     

    WHEREAS,
Seller owns certain of the Company’s equity securities (the “Securities”), which
are set forth on Schedule 1 hereto,
inclusive of the shares of Company common stock, $0.01 par value per share
(“Common
Stock”), to be obtained pursuant to the Conversion Agreement (as defined
below);

     

    WHEREAS,
according to the books and records of Seller, as of the date hereof, Superior
Galleries, Inc. (“Superior”), a
subsidiary of the Company, has drawn down $10,550,000 (the “Outstanding Debt”)
under that certain Amended and Restated Commercial Loan and Security Agreement,
by and between Superior and Seller, dated as of May 30, 2007 (the “Credit
Agreement”);

     

    WHEREAS,
the Company and Seller desire to convert the Outstanding Debt into 1,000 shares
of Common Stock pursuant to the terms of the Conversion Agreement;

     

    WHEREAS,
the Court (as defined below) entered an order on February 17, 2009, appointing
Ralph S. Janvey as Receiver (the “Receiver”) for the
assets of Seller, Stanford Group Company, Stanford Capital Management, LLC, R.
Allen Stanford, James M. Davis and Laura Pendergest-Holt and the entities they
own or control (the “Receivership
Estate”); and

     

    WHEREAS,
Seller desires to sell and convey to Buyers, and Buyers desire to accept and
purchase from Seller, for the Purchase Price (as defined below), all of Seller’s
right, title and interest in the Securities, including the Common Stock
converted pursuant to the terms of the Conversion Agreement, upon the terms and
conditions hereinafter set forth in this Agreement;

     

    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, Seller and Buyers hereby agree as
follows:

     

    
      	
              1.

            	
              DEFINED
      TERMS:  Capitalized
      terms and expressions used in this Agreement shall have the meanings set
      forth in the Recitals above or as
follows:

            


    

     

    
      	
               
      

            	
              A.

            	
              Affiliates:  means
      with respect to any specified Person, a Person that directly or
      indirectly, through one or more intermediaries, controls, is controlled by
      or is under common control with the Person specified.  For
      purposes of this definition, “control” (including the correlative terms
      “controlled by” and “under common control with”) means the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of a Person, whether through the ownership of a
      voting equity interest, by contract or
  otherwise.

            


    

     

    
      	
               
      

            	
              B.

            	
              Antiguan
      Petition: means the Antiguan receivers-liquidators April 20, 2009
      petition for recognition under Chapter 15 of the U.S. Bankruptcy Code with
      respect to the Seller.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              C.

            	
              Bill of
      Sale:  means an instrument transferring the Securities
      from Seller to Buyers in the form attached hereto as Exhibit
      A.

            


    

     

    
      	
               
      

            	
              D.

            	
              Buyers’
      Release: means an agreement wherein each Buyer and the Company, and
      each of their respective affiliates, releases Seller and the Receiver from
      any and all claims, actions, causes of action, suits, debts, liens,
      demands, contracts, liabilities, agreements, costs, expenses, or losses of
      any type known to Buyer, fixed or contingent, whether based on contract,
      tort, statute, local ordinance, regulation or any comparable law in any
      jurisdiction.

            


    

     

    
      	
               
      

            	
              E.

            	
              Closing:  means
      the closing of the transactions set forth in this Agreement, including the
      performance by Seller and Buyers of their respective obligations set forth
      herein.

            


    

     

    
      	
               
      

            	
              F.

            	
              Closing
      Date:  means the date five (5) business days following
      entry of the Sale Order.

            


    

     

    
      	
               
      

            	
              G.

            	
              Conversion
      Agreement: means an agreement between the Company and Seller, dated
      the date hereof, that converts the Outstanding Debt to 1,000 shares of the
      Company’s Common Stock.

            


    

     

    
      	
               
      

            	
              H.

            	
              Court:  means
      the United States District Court for the Northern District of Texas,
      Dallas Division, which is the court with exclusive jurisdiction in Case
      No. 3-09CV0298-L (the “Litigation”).

            


    

     

    
      	
               
      

            	
              I.

            	
              Liens: means
      any ownership claims, liens, charges, pledges or other encumbrances
      whatsoever, known or unknown, recognized under the laws of the United
      States.

            


    

    


    
      	
               
      

            	
              J.

            	
              Person: means
      any individual, firm, corporation, partnership, limited liability company,
      joint venture, association, trust, unincorporated organization, government
      or agency or subdivision thereof or any other
  entity.

            


    

    


    
      	
               
      

            	
              K.

            	
              Purchase Price:
      means Three Million, Six Hundred Thousand and No/100 Dollars
      ($3,600,000.00).

            


    

     

    
      	
               
      

            	
              L.

            	
              Sale
      Order:  means an order in form and substance acceptable
      to Buyers that, among other things, confirms (i) the sale of the
      Securities by Seller to Buyers for the Purchase Price and upon the terms
      and conditions set forth in this Agreement (the “Sale”), (ii)
      that all creditors, parties who have appeared in the Litigation, and
      parties in interest received adequate notice and an opportunity to be
      heard regarding the terms of the Sale, and (iii) that the Securities are
      conveyed to Buyers free and clear of any
Liens.

            


    

     

    
      	
              2.

            	
              SALE AND CONVEYANCE OF
      SECURITIES:

            


    

     

    
      	
               
      

            	
              A.

            	
              Subject
      to the terms and conditions of this Agreement, and for the Purchase Price
      contemplated herein, Seller hereby agrees to sell and convey the
      Securities to Buyers, and Buyers, jointly and severally, hereby agree to
      purchase and accept the Securities from
Seller.

            


    

     

    
      	
               
      

            	
              B.

            	
              In
      addition to the Securities, each Party hereby agrees to deliver at Closing
      all documents required by this Agreement and perform any other acts as may
      be reasonably required by the other Party to successfully effect the
      transactions contemplated in this
Agreement.

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              BUYERS’
      CONDITIONS TO CLOSING:  In addition
      to all other conditions set forth herein, the obligation of Buyers to
      consummate the transactions contemplated hereunder is subject to the
      following conditions (each, a “Buyers’ Closing
      Condition”), all of which may be waived by each Buyer in its sole
      discretion.  In the event any Buyers’ Closing Condition remains
      unfulfilled at Closing, Buyers may terminate this Agreement or waive such
      condition and proceed with Closing as provided for in this
      Agreement:

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      representations and warranties of Seller set forth herein are true and
      correct as of the date hereof and as of the Closing
  Date.

            


    

     

    
      	
               
      

            	
              B.

            	
              The
      Court shall have entered the Sale Order, and no stay of such order shall
      be in effect. In connection therewith, Seller hereby covenants and agrees
      that as soon as reasonably possible after the execution of this Agreement
      by each Buyer, Seller shall file and serve a motion and supporting papers
      to seek approval of the Court of this Agreement and for entry of the Sale
      Order.  Buyers will have the opportunity to review and approve
      the motion for approval of the Sale Order before it is filed and
      served.  Seller shall use all reasonable efforts to obtain such
      entry as soon as reasonably
possible.

            


    

     

    
      	
               
      

            	
              C.

            	
              

                Seller
      shall have delivered to Buyers evidence of (i) all governmental, court,
      regulatory and third party approvals, consents and/or waivers as may be
      required under the laws of the United States to consummate the
      transactions contemplated hereby and (ii) compliance with all regulatory,
      court and governmental requirements, including proof acceptable to the
      Buyers that, upon transfer to the Buyers, the Buyers will receive, subject
      to Section 6(d) valid title to the Securities, free and clear of all
      Liens.  In connection therewith, Seller hereby covenants and
      agrees that as soon as reasonably possible after the execution of this
      Agreement by each Buyer, Seller shall seek such approvals, consents and/or
      waivers, and use all reasonable efforts to obtain such approvals, consents
      and/or waivers as soon as reasonably
  possible.

              

            


    

     

    
      	
               
      

            	
              D.

            	
              Seller
      shall have delivered the Bill of Sale, fully executed by
      Seller.

            


    

     

    
      	
               
      

            	
              E.

            	
              The
      Company and Seller shall have entered into the Conversion
      Agreement.

            


    

     

    
      	
               
      

            	
              F.

            	
              Seller
      shall have cancelled all agreements entered into between Seller and
      Superior, including, but not limited to, the Credit
    Agreement.

            


    

     

    
      	
               
      

            	
              G.

            	
              Seller
      shall have delivered all third party approvals, consents and/or waivers as
      may be required under the contracts of
Seller.

            


    

     

    
      	
               
      

            	
              H.

            	
              Seller
      shall have delivered to Buyer the original stock certificates and original
      warrants representing all the Securities set forth in Schedule 1
      hereto.

            


    

     

    
      	
               
      

            	
              I.

            	
              Seller
      shall have delivered evidence reasonably satisfactory to Buyers that
      either the Antiguan Petition has been dismissed or the Court has issued an
      order in respect of the Antiguan Petition and such order (i) (A) does not
      recognize the Antiguan receivers-liquidators as “foreign representatives”
      under Chapter 15 of the United States Bankruptcy Code or (B) contains a
      finding or holding that the proceeding pending in Antigua pursuant to
      which the Antiguan receivers-liquidators were appointed does not
      constitute a “foreign main proceeding” within the meaning of Chapter 15 of
      the United States Bankruptcy Code or (ii) does not prohibit the transfer
      of Seller’s assets.

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              SELLER’S
      CONDITIONS TO CLOSING:  In addition
      to all other conditions set forth herein, the obligation of Seller to
      consummate the transactions contemplated hereunder is subject to the
      following conditions (each, a “Seller Closing
      Condition”), all of which may be waived by Seller in its sole
      discretion.  In the event any Seller Closing Condition remains
      unfulfilled at Closing, Seller may terminate this Agreement or waive such
      condition and proceed with Closing as provided for in this
      Agreement:

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      representations and warranties of each Buyer set forth herein are true and
      correct as of the date hereof and as of the Closing
  Date.

            


    

     

    
      	
               
      

            	
              B.

            	
              Each
      Buyer shall have delivered to Seller evidence reasonably satisfactory to
      Seller of all consents and authorizations necessary to authorize such
      Buyer to consummate the transactions contemplated by this
      Agreement.

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      Court shall have entered the Sale Order, and no stay of such order shall
      be in effect.

            


    

     

    
      	
               
      

            	
              D.

            	
              The
      Company and Seller shall have entered into the Conversion
      Agreement.

            


    

     

    
      	
               
      

            	
              E.

            	
              Buyers
      shall have delivered the Bill of Sale, fully executed by each
      Buyer.

            


    

     

    
      	
              5.

            	
              CLOSING:

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      Closing shall be held at the offices of Baker Botts L.L.P., 910 Louisiana
      St., Houston, Texas 77002, on or before the Closing
  Date.

            


    

     

    
      	
               
      

            	
              B.

            	
              At
      Closing, Buyers and Seller shall perform the obligations set forth in,
      respectively, subparagraphs (i) and (ii) below, the performance of which
      obligations shall be concurrent
conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Buyers
      shall deliver, or cause to be delivered, to
  Seller:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Bill of Sale, fully executed by each
Buyer;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Conversion Agreement, fully executed by the
  Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Purchase Price in the form of immediately available funds by wire transfer
      to an account or accounts specified by the
  Receiver;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Buyers’ Release, fully executed by each Buyer;
  and

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      other documents reasonably requested by Seller to evidence each Buyer’s
      authority to enter into and comply with all of the terms and conditions
      contained in this Agreement.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Seller
      shall deliver, or cause to be delivered, to
  Buyers:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Bill of Sale, fully executed by
Seller;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Conversion Agreement, fully executed by
Seller;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      copy of the entered Sale Order, and any other documents reasonably
      requested by Buyers to evidence Seller’s authority under the laws of the
      United States to enter into and comply with all of the terms and
      conditions contained in this Agreement;
and

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              the
      original stock certificates and the original warrants representing all the
      Securities set forth in Schedule 1
hereto.

            


    

     

    
      	
               
      

            	
              C.

            	
              Each
      Party shall bear its own expenses with respect to the performance of its
      obligations under this Agreement and providing all of the documents
      required under this Agreement in connection with
  Closing.

            


    

     

    
      	
               
      

            	
              D.

            	
              In
      the event the Parties hereto are unable to obtain the approval of the
      Court or are otherwise unable to legally consummate the transactions
      contemplated under this Agreement by March 29, 2010 (the “Termination
      Date”), then the obligations of the Parties to each other pursuant
      to this Agreement shall terminate, unless such time period is extended by
      mutual agreement of the parties.  Furthermore, the Termination
      Date may be extended at any time by written agreement of the
      parties.

            


    

     

    
      	
              6.

            	
              SELLER’S
      REPRESENTATIONS:  Seller
      makes the following representations and warranties, which shall be true as
      of the Effective Date and at Closing and which shall survive
      Closing:

            


    

     

    
      	
               
      

            	
              A.

            	
              Authorization of
      Agreement and Enforceability:  Subject to Court approval,
      this Agreement is a valid and legally binding obligation of Seller under
      the laws of the United States and enforceable against it in accordance
      with its terms and, subject to entry of the Sale Order, each document and
      instrument of transfer contemplated by this Agreement, when executed and
      delivered by Seller in accordance with the provisions hereof, shall be
      valid and legally binding upon Seller under the laws of the United States
      and enforceable against Seller in accordance with its
    terms.

            


    

     

    
      	
               
      

            	
              B.

            	
              Ownership of
      Securities: Seller is the sole and exclusive registered and
      beneficial owner of the Securities and, subject to Section 6(d), Seller
      has good, valid and marketable title thereto, free and clear of any
      Liens.  Upon delivery of the Purchase Price, as provided for in
      this Agreement, Buyers will receive, subject to Section 6(d), good, valid
      and marketable title to the Securities, free and clear of any
      Liens.  The Securities constitute all of Seller’s interests in
      the Company and, on the Closing Date, Seller shall cease to have any
      interest in the Company, whether direct or indirect, actual or
      contingent.

            


    

     

    
      	
               
      

            	
              C.

            	
              No Conflicts; Consents
      and Approvals:  Seller has not granted to any Person any
      rights in the Securities that will survive the Closing or any rights to
      acquire all or any part of the Securities that remain in effect, and there
      is no outstanding agreement by Seller to sell all or any part of the
      Securities to any other Person. No consent, approval, waiver,
      authorization or other order of or filing with any person is required
      under the laws of the United States on the part of Seller in connection
      with Seller’s execution and delivery of this Agreement or the consummation
      of the transactions contemplated hereby, except for approval of the Court,
      which will be delivered to Buyers in the form of a copy of the entered
      Sale Order prior to Closing.

            


    

     

    
      	
               
      

            	
              D.

            	
              Litigation:  Seller
      has not received any written notice of any pending or threatened
      litigation, proceeding or investigation by any Person against it with
      respect to or against the Securities, except for those matters within the
      jurisdiction of the Court and consolidated under the
      Litigation.

            


    

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              E.

            	
              Knowledge of
      Receiver:  To the extent that the Receiver or the
      Receivership Estate is deemed to have made any of the representations of
      the Seller in this Agreement, any such representations shall be made
      subject to the Receiver’s knowledge.  All such representations
      shall be binding on the Receiver and the Receivership Estate, and the
      Receiver and the Receivership Estate are prevented and estopped from
      taking a position contrary to any such representations in the Litigation
      or any other legal or administrative
proceeding.

            


    

     

    
      	
               
      

            	
              F.

            	
              Access
      to Information:  Seller
      has had access to all reports required to be filed by the Company (the
      "SEC Reports") under the 1934 Act as well as other material information
      concerning the Company which is known to the Buyers.  The Seller
      represents that it has had the opportunity to ask questions of, and
      receive answers from, the Company and the Buyers regarding the foregoing
      documents and information, and otherwise as to the business of the
      Company.  Seller has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision with respect to its sale of the
      Securities.

            


    

     

    
      	
              7.

            	
              BUYERS’
      REPRESENTATIONS:  Each Buyer
      makes the following representations and warranties, severally, which shall
      be true as of the Effective Date and at Closing and which shall survive
      Closing:

            


    

     

    
      	
               
      

            	
              A.

            	
              Authority:  Buyer
      has the legal authority to enter into and to consummate the transactions
      contemplated by this Agreement.

            


    

     

    
      	
               
      

            	
              B.

            	
              Authorization of
      Agreement:  The execution, delivery and performance of
      this Agreement have been duly and validly authorized within each Buyer’s
      organization.  This Agreement is a valid and legally binding
      obligation of Buyer enforceable against it in accordance with its terms
      and each document and instrument of transfer contemplated by this
      Agreement, when executed and delivered by Buyer in accordance with the
      provisions hereof, shall be valid and legally binding upon Buyer in
      accordance with its terms.

            


    

     

    
      	
               
      

            	
              C.

            	
              Consents and
      Approvals: No consent, approval, waiver, authorization or other
      order of or filing with any person is required on the part of Buyer in
      connection with Buyer’s execution and delivery of this Agreement or the
      consummation of the transactions contemplated hereby, except for approval
      of the Court.

            


    

     

    
      	
               
      

            	
              D.

            	
              Purchase for
      Investment: Buyer is acquiring the Securities for its own account,
      for investment purposes and not with a view to any distribution or resale
      thereof, except in compliance with the Securities Act of 1933, as amended,
      and applicable state securities
laws.

            


    

     

    
      	
              8.

            	
              REMEDIES:  In the
      event of a default by any Buyer hereunder, which default remains uncured
      for a period of ten (10) business days after written notice thereof is
      received by such Buyer, Seller shall be entitled to all remedies available
      to Seller at law or in equity, including without limitation, the right to
      maintain an action for monetary damages or for specific performance of the
      terms of this Agreement; provided, however, that
      Seller may not seek monetary damages in excess of the aggregate Purchase
      Price.  In the event of a default by Seller hereunder, which
      default remains uncured for a period of ten (10) business days after
      written notice thereof is received by Seller, Buyers shall be entitled to
      all remedies available to Buyers at law or in equity, including without
      limitation, the right to maintain an action for equitable relief, monetary
      damages or for specific performance of the terms of this Agreement; provided, however, that
      Buyers may not seek monetary damages in excess of the aggregate Purchase
      Price.

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              ASSIGNMENT:  The Company
      shall have the right to assign its rights and obligations, in whole or in
      part, under this Agreement.  Any such assignment shall be
      performed, and Seller shall be notified in writing, no later than three
      business days before the Closing Date.  To the extent the
      Company assigns all or a portion of its rights under this Agreement, the
      Company shall be jointly and severally liable for the Company’s and any
      assignees' obligations hereunder, and any assignee shall be liable only
      for the obligations corresponding to the portion of the rights assigned by
      the Company to that assignee.  The Seller shall not assign any
      interest in this Agreement to any other party without the prior written
      consent of the Company.

            


    

     

    
      	
              10.

            	
              BROKERS:  Except as
      set forth on Schedule 2,
      each Party represents to the other Party that (i) there are no
      finders’ fees or brokers’ fees that have been or will be incurred in
      connection with this Agreement or the transfer of the Securities, and
      (ii) such Party has not authorized any broker or finder to act on
      such Party’s behalf in connection with the sale and purchase
      hereunder.

            


    

     

    
      	
              11.

            	
              FURTHER
      ASSURANCES:  Each Party
      shall from time to time, before and after Closing, at the other Party’s
      request, execute and deliver such further instruments of conveyance,
      assignment and transfer and shall take such further action as either Party
      may reasonably require for the conveyance and transfer of the Securities
      and to consummate the transactions contemplated by this
      Agreement.

            


    

     

    
      	
              12.

            	
              PUBLICITY: Neither Party shall make any
      public statement, press release or other announcement concerning the
      matters covered by this Agreement without the approval of the other Party
      hereto and the Court, as deemed necessary by Seller; provided
      that Buyers may make
      such press releases or other public statements it believes are required
      under applicable securities laws and regulations and the rules of any
      stock exchange or market on which its securities are traded provided that
      Buyers provide Seller with an opportunity to review and comment on such
      press releases or other public statements in
    advance.

            


    

     

    
      	
              13.

            	
              NOTICES:  All notices
      and other communications from one Party to the other pertaining to this
      Agreement shall be given in written form and shall be served either (i) by
      personal delivery, or (ii) by depositing the same with the United States
      Postal Service addressed to the Party to be notified, postage prepaid and
      in registered or certified form, with return receipt requested, or (iii)
      by deposit with FedEx or other recognized courier for overnight delivery,
      or (iv) by email or facsimile, and in any event addressed as set forth
      below.  Notice given as aforesaid shall be deemed delivered on
      the date actually received at the address to which such notice was sent,
      or if delivery is refused or not accepted, such notice shall be deemed
      delivered on the date of such refusal or failure to accept
      delivery.  For purposes of notice, the addresses of the Parties
      shall be as follows:

            


    

     

    If to
Seller or the Receiver:

     

    Ralph S.
Janvey

    Receiver
for the Stanford Financial Group

    2100 Ross
Avenue, Suite 2600

    Dallas,
TX 75201

    Email:
info@stanfordfinancialreceivership.com

    Phone:
214-397-1912

    Fax:
214-220-0230

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    With copy
to:

     

    Baker
Botts L.L.P.

    2001 Ross
Avenue

    Dallas,
TX 75201

    Attn:
Craig N. Adams

    Email:  Craig.Adams@BakerBotts.com

    Phone:  214-953-6819

    Fax:  214-661-4819

     

    If to
Buyers:

     

    DGSE
Companies, Inc.

    519
Interstate 30, PMB 243

    Rockwall,
TX 75087

    Attn:  Dr.
L.S. Smith

    Email:
lssmith1@airmail.net

    Phone:  972-772-3091

    Fax:  972-772-3093

     

    With copy
to:

     

    Sheppard
Mullin Richter & Hampton LLP

    333 South
Hope Street, 48th
Floor

    Los
Angeles, CA 90071

    Attn:
Gregory P. Barbee

    Email:  GBarbee@sheppardmullin.com

    Phone:  213-620-1780

    Fax:  213-620-1398

     

    Either
Party may change its address to another location in the continental United
States upon five (5) days’ prior written notice thereof to the other party;
provided, however, a notice of change of address shall not become effective
unless actual receipt thereof by the Party to be notified.

     

    
      	
              14.

            	
              EXCLUSIVE
      DEALING:

            


    

     

    
      	
               
      

            	
              A.

            	
              For
      a period commencing on the date hereof and ending upon the sooner of
      either (i) the completion of all the transactions contemplated by this
      Agreement or (ii) the Termination Date, Seller agrees that it will not,
      and it will cause it and its affiliates and their respective directors,
      officers, affiliates, employees and other agents and representatives
      (including, without limitation, any investment banking, legal or
      accounting firm retained by it or any of them and any individual member or
      employee of the foregoing) (each, a “Representative”)
      not to, unless otherwise ordered by the Court, (i) initiate, solicit or
      seek, directly or indirectly, any inquiries or the making or
      implementation of any proposal or offer with respect to a liquidation, or
      similar transaction involving, or any purchase of all or any substantial
      portion of, the Securities (any such proposal or offer being hereinafter
      referred to as a “Proposal”),
      (ii) engage in any negotiations concerning, or provide any confidential
      information or data to, or have any discussions with, any person relating
      to a Proposal, (iii) otherwise cooperate in any effort or attempt to make,
      implement or accept a Proposal, or (iv) enter into or consummate any
      agreement or understanding with any person relating to a
      Proposal.

            


    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              B.

            	
              Seller
      has terminated, and its affiliates and its and their respective
      Representatives have also ceased and terminated, any existing activities,
      including
      discussions or negotiations with any parties conducted heretofore with
      respect to any Proposal.

            


    

     

    
      	
               
      

            	
              C.

            	
              Seller
      shall notify Buyers immediately if any inquiries, proposals or offers
      related to a Proposal are received by, any confidential information or
      data is requested from, or any negotiations or discussions related to a
      Proposal are sought to be initiated or continued with, Seller, its
      affiliates or any of their respective
  Representatives.

            


    

     

    
      	
               
      

            	
              D.

            	
              Seller
      represents and warrants that Buyers will not incur any liability by virtue
      of the execution of this Agreement or the completion of the transactions
      contemplated by this Agreement to any third party with whom Seller or its
      affiliates have had discussions concerning a sale of the
      Securities.

            


    

     

    
      	
              15.

            	
              MISCELLANEOUS:

            


    

     

    
      	
               
      

            	
              A.

            	
              This
      Agreement shall be construed in accordance with the laws of the State of
      Texas notwithstanding any contrary “choice of laws” provisions of that or
      any other State. Each Party hereto agrees that it shall bring any action
      or proceeding in respect of any claim arising out of or related to this
      Agreement, whether in tort or contract or at law or in equity, exclusively
      in the Court.

            


    

     

    
      	
               
      

            	
              B.

            	
              This
      Agreement may be executed in multiple counterparts, including emailed or
      faxed counterparts, each of which shall be deemed to be an original, but
      all of which, taken together, shall constitute one and the same
      agreement.

            


    

     

    
      	
               
      

            	
              C.

            	
              If
      the final day of any period of time set out in any provision of this
      Agreement falls upon a Saturday or Sunday or a legal holiday under the
      laws of the State of Texas, then, and in such event, the time of such
      period shall be extended to the next business day that is not a Saturday,
      Sunday or legal holiday.  The term “business day” shall mean a
      day that is not a Saturday, Sunday or national bank holiday in Houston,
      Texas.

            


    

     

    
      	
               
      

            	
              D.

            	
              Time
      is of the essence in the performance of this
  Agreement.

            


    

     

    
      	
               
      

            	
              E.

            	
              Subject
      to any limitations on an assignment by Buyers or Seller set forth in this
      Agreement, this Agreement shall bind and benefit the Parties and their
      respective representatives, successors and
  assigns.

            


    

     

    
      	
               
      

            	
              F.

            	
              This
      Agreement may not be amended except in writing, executed by the Party
      against whom enforcement of any waiver, change, or discharge is
      sought.

            


    

     

    
      	
               
      

            	
              G.

            	
              This
      Agreement and its Schedules and Exhibits contain all of the
      representations by each Party to the other and expresses the entire
      understanding between the Parties with respect to the transactions
      contemplated in this Agreement. All prior communications concerning the
      sale of the Securities are replaced by this
  Agreement.

            


    

     

    [End
of text.]

     

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the signatories
hereto have executed this Agreement as of the Effective Date.

     

    
      
        	 	BUYERS:	 
	 	 	 
	 	DGSE COMPANIES,
      INC.	 
	 	 	 	 
	
                 

              	
                 

              	 
	 	

                By:
      

              	Dr.
      L.S. Smith	 
	 	Title:
      	Chief
      Executive Officer	 
	 	 	 	 


      

    

    
       

      
        
          	 	SELLER:	 
	 	 	 
	 	STANFORD
      INTERNATIONAL BANK, LTD., an entity organized under the laws of
      Antigua	 
	 	 	 	 
	
                   

                	By: 	
                   
      

                	 
	 	

                   

                	

                  Name:

                	Ralph
      S. Janvey	 
	 	 	Title:
      	Receiver	 
	 	 	 	 


        

      

      
 

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

    

     

    Schedule
1

    


    SECURITIES

    


    Common
Stock:

    


    
      	
               
      

            	
              1.

            	
              3,376,361
      shares of common stock; $0.01 par value (“Common
  Stock”)

            


    

    
      	
               
      

            	
              2.

            	
              1,000
      shares of Common Stock (to be converted from the $10,550,000 of debt
      outstanding under that certain Amended and Restated Commercial Loan and
      Security Agreement, by and between Superior Galleries, Inc. and Stanford
      International Bank, Ltd., dated as of May 30,
  2007).

            


    

    


    Warrants:

    


    
      	
               
      

            	
              1.

            	
              Warrants
      to purchase 422,814 shares of Common Stock at an exercise price of $1.89
      per share

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
2

    


    Brokers

    


    
      	
               
      

            	
              1.

            	
              Seller
      - Park Hill Group LLC

            


    

    


    
      	
               
      

            	
              2.

            	
              Buyers
      - None