Unassociated Document


    
      EXHIBIT
10.5

      


      CORPORATE
GOVERNANCE AGREEMENT

    

     

     

    THIS
CORPORATE GOVERNANCE AGREEMENT is made and entered into as of __________ __,
2007 (this “ Agreement
”), by and among (i) DGSE Companies, Inc., a Nevada corporation (together with
its successors and permitted assigns, “ DGSE ”), (ii) Stanford
International Bank, Ltd., a company organized under the laws of Antigua and
Barbuda (together with its successors and permitted assigns, “ SIBL ”), and (iii) Dr. L.S.
Smith, an individual resident of the State of Texas (together with his heirs and
assigns, “ Smith ” and,
together with SIBL, the “ Stockholders ”).

     

    RECITALS

     

    WHEREAS,
DGSE, its wholly-owned subsidiary, DGSE Merger Corp., a Delaware corporation (“
Merger Sub ”), Superior Galleries,
Inc., a Delaware corporation (f/k/a Tangible Asset Galleries, Inc., a Nevada
corporation) (“ Superior
”), and SIBL, as stockholder agent, made and entered into that certain Amended
and Restated Agreement and Plan of Merger and Reorganization as of January 6,
2007 (as amended, modified or supplemented from time to time, the “ Merger Agreement
”);

     

    WHEREAS,
the Merger Agreement provides for the merger of Superior with and into Merger
Sub, with Superior as the surviving company and a wholly-owned subsidiary of
DGSE (the “ Merger
”);

     

    WHEREAS,
pursuant to the Merger, all outstanding capital stock of Superior may be
exchanged for shares of common stock, par value $0.01 per share, of DGSE (the “
DGSE Common Stock ”),
subject to the terms and conditions set forth in the Merger
Agreement;

     

    WHEREAS,
SIBL is currently the largest stockholder of Superior and Smith is currently the
largest stockholder of DGSE;

     

    WHEREAS,
the stockholders of Superior and DGSE need to approve the Merger Agreement in
order for the Merger to be consummated and Smith and SIBL desire to induce each
other to support and approve the Merger Agreement and to enter into support
agreements in relation thereto; and

     

    WHEREAS,
Smith and SIBL desire to establish in this Agreement certain terms and
conditions concerning the post-Merger board of directors of DGSE (the “ DGSE Board ”).

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the parties hereto
(collectively, the “ Parties ”), intending to be
legally bound, hereby agree as follows:

     

    1. Certain Definitions. Unless
otherwise expressly provided herein, the following terms, whenever used in this
Agreement, shall have the meanings ascribed to them below:

     

    “ Affiliate ” means, with
respect to any specified Person, (1) any other Person who, directly or
indirectly, owns or controls, is under common ownership or control with, or is
owned or controlled by, such specified Person, (2) any other Person who is a
director, officer, managing member or general partner or is, directly or
indirectly, the Beneficial Owner of ten percent (10%) or more of any class of
equity securities, of the specified Person or a Person described in clause (1)
next above, (3) another Person of whom the specified Person is a director,
officer or partner or is, directly or indirectly, the Beneficial Owner of ten
percent (10%) or more of any class of equity securities, (4) another Person in
whom the specified Person has a substantial beneficial interest or as to whom
the specified Person serves as trustee or in a similar capacity, or (5) if
applicable, any member of the Immediate Family of the specified Person. As used
in this definition, the term “control” means the possession, directly or
indirectly, of the power to direct the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.

     

    “ Associate ” shall have the
meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act
(or any successor regulation thereto).

     

    
      
        
        

      

      
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    “ Beneficially Own ” means, with
respect to any Person, any securities:

     

    (a) which
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants, options or
otherwise;

     

    (b) which
such Person or any such Person’s Affiliates or Associates, directly or
indirectly, has the right to vote or dispose of or has “beneficial ownership” of
(as determined pursuant to Rule 13d-3 promulgated under the Exchange Act as such
rule is in effect on the date of this Agreement), including pursuant to any
agreement, arrangement or understanding, whether or not in writing; provided, however , that a
Person shall not be deemed to “Beneficially Own” any security under this
subparagraph (b) as a result of an agreement, arrangement or understanding to
vote such security if such agreement, arrangement or understanding arises solely
from a revocable proxy given in response to a public proxy or consent
solicitation made by DGSE pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations promulgated under the Exchange
Act; or

     

    (c) which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person’s
Affiliates or Associates) has an agreement, arrangement or understanding
(whether or not in writing), for the purpose of acquiring, holding, voting
(except pursuant to a revocable proxy as described in the proviso to
subparagraph (b) next above) or disposing of any voting securities of DGSE;
provided, however ,
that nothing in this subparagraph (c) shall cause a person engaged in business
as an underwriter of securities to “Beneficially Own” any securities acquired
through such Person’s participation in good faith in a firm commitment
underwriting under the Securities Act until the expiration of forty days after
the date of such acquisition.

     

    The
related term “ Beneficial
Owner ” shall have the correlative meaning.

     

    “ Common Stock ” means the
common stock, par value $0.01 per share, of DGSE, or any capital stock into
which such common stock may be converted or exchanged.

     

    “ DGSE Shares ” means, with
respect to any Stockholder, all shares of DGSE capital stock (or any capital
stock into which such capital stock may be converted or exchanged) Beneficially
Owned by such Stockholder.

     

    “ Director ” means any director
on the DGSE Board.

     

    “ Effective Time ” means the
effective time of the consummation of the Merger.

     

    “ Entity ” means any corporation
(including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
company (including any limited liability company or joint stock company), firm,
labor organization, unincorporated organization, or other enterprise,
association, organization or business entity.

     

    “ Exchange Act ” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “ Executive Officer ” means an
“officer” (as such term is defined in Rule 16a-1(f) promulgated under the
Exchange Act on the date hereof) of DGSE.

     

    “ Immediate Family ” means, with
respect to any individual, such individual’s (i) children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, former spouses,
siblings, nieces, nephews, or current or former mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law, including in
each case by adoption, and (ii) any other individual sharing such individual’s
household (other than a tenant or employee).

     

    “ Independent Director ” means a
Director or Nominee (i) who is not and has never been an officer or employee of
DGSE, Superior or SIBL or their respective Affiliates or Associates, or of any
Entity that derived 5% or more of its revenues or earnings in any of its three
most recent fiscal years from transactions involving DGSE, Superior, SIBL or any
Affiliate or Associate of any of them, (ii) who has no affiliation,
compensation, consulting or contracting arrangement with DGSE, Superior or SIBL
or their respective Affiliates or Associates or any other Entity such that a
reasonable person would regard such individual as likely to be unduly influenced
by management of DGSE,
Superior or SIBL, respectively, or their respective Affiliates or Associates,
and (iii) who is a Director the DGSE Board has determined, or a Nominee the DGSE
Board is reasonably likely to determine, to be “independent” within the meaning
of the applicable listing rules of DGSE’s principal trading market from time to
time and Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated
thereunder.

     

    
      
        
        

      

      
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    “ Person ” means any (i)
individual, (ii) group (within the meaning of Section 13 of the Exchange Act),
(iii) supranational, national, federal, state, local, municipal, foreign or
other governmental or quasi-governmental authority of any nature (including any
legislature, agency, board, body, bureau, branch, department, division,
commission, instrumentality, court, tribunal, magistrate, justice or other
entity exercising governmental or quasi-governmental powers, or (iv) any
Entity.

     

    “ SEC ” means the United States
Securities and Exchange Commission.

     

    “ SEC Rules ” means the rules
and regulations promulgated by the SEC under the Securities Act, the Exchange
Act or SOX.

     

    “ Securities Act ” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “ SOX ” means the Sarbanes-Oxley
Act of 2002, as amended, and the rules and regulations promulgated
thereunder.

     

    2. Board of Directors
..

     

    2.1 Nominations . From and after
the Effective Time, (i) for so long as SIBL shall Beneficially Own at least 15%
of the outstanding shares of Common Stock as of the record date for the
applicable meeting at which directors are to be elected to the DGSE Board, SIBL
shall have the right to nominate up to two Independent Directors for election to
the DGSE Board, (ii) for so long as Smith shall Beneficially Own at least 10% of
the outstanding shares of Common Stock as of the record date for the applicable
meeting at which directors are to be elected to the DGSE Board, Smith shall have
the right to nominate up to two Independent Directors for election to the DGSE
Board, (iii) for so long as Smith is an executive officer of DGSE, Smith shall
have the right to be nominated for election to the DGSE Board, and (iv) as long
as William H. Oyster (“ Oyster ”) is an executive
officer of DGSE, Oyster shall have the right to be nominated for election to the
DGSE Board (all of the foregoing six nominees, collectively, the “ Nominees ”). All Nominees
shall be individuals at least 18 years of age.

     

    2.2 Audit Committee Financial
Expert . The Stockholders shall use their reasonable efforts to nominate
at least one Independent Director who is qualified as an “audit committee
financial expert”, as such term is defined for purposes of Item 401(h)(2) of
Regulation S-K of the SEC Rules (or satisfies the applicable requirements of any
successor rule or regulation thereto).

     

    2.3 Notice of Elections, Etc .
DGSE shall provide to each Stockholder entitled to nominate Nominees hereunder
and to each executive officer entitled to be nominated as a Nominee hereunder 15
days prior written notice of any intended mailing of notice to its stockholders
for a meeting at which directors are to be elected, and any such Stockholder or
executive officer, as the case may be, shall notify DGSE in writing, prior to
such mailing, of each Nominee nominated by such Stockholder or whether such
executive officer requests to be nominated, as the case may be. If any such
Stockholder or executive officer fails to give notice to DGSE as set forth in
this Section 2.3, it shall be deemed that the Nominee of such Stockholder then
serving as a Director shall be its Nominees for reelection or that such
executive officer requests to be nominated, as the case may be.

     

    2.4 DGSE Solicitation and Voting of
Shares . Subject to the applicable fiduciary duties of the DGSE Board, or
any applicable committee thereof, and compliance by DGSE and the DGSE Board, or
such committee, in good faith with applicable law, including the SEC Rules and
the listing rules of DGSE’s principal trading market, DGSE and the DGSE Board
shall, in connection with any vote or meeting of DGSE stockholders at which
directors to the DGSE Board are to be elected, (i) cause each Nominee to be
included in the slate of nominees recommended by the DGSE Board to DGSE’s
stockholders for election as directors, and (ii) use its reasonable efforts to
cause the election of each Nominee, including (A) including each Nominee in
DGSE’s proxy statement (provided such Nominee promptly provides any information
DGSE reasonably requests in connection with the preparation of its proxy
statement, including a duly completed director’s questionnaire in such form
as DGSE may reasonably provide to such Nominee), (B) recommending a vote for
each Nominee, and (C) soliciting proxies in favor of each Nominee’s election to
the DGSE Board.

     

    
      
        
        

      

      
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    2.5 SIBL Voting . As long as SIBL
Beneficially Owns any Common Stock of DGSE, SIBL shall, in its capacity as a
stockholder of DGSE, take all reasonable actions, including voting all DGSE
Shares which are Beneficially Owned by SIBL in person or by proxy at any annual
or special meeting of DGSE stockholders called for the purpose of voting on the
election of directors, or executing a written consent in lieu thereof in respect
of such DGSE Shares, to elect (i) Smith as a Director if nominated and then an
Executive Officer, and (ii) Oyster as a Director if nominated and then an
Executive Officer. SIBL shall take all such other actions, including providing
instructions to its nominated Directors and causing its Affiliates and
Associates to vote all DGSE Shares respectively owned or controlled by them, as
may be required to effectuate the intents and purposes of the
foregoing.

     

    2.6 Non-Qualified Nominees . If
the DGSE Board determines in good faith that a Nominee elected as a Director who
is required to be an Independent Director does not qualify as an Independent
Director or is otherwise not qualified to serve as a Director pursuant to
Section 2.1, the nominating Stockholder shall take all action necessary to cause
such Director to resign from office and the DGSE Board may, in compliance with
DGSE’s Bylaws as in effect from time to time, remove such Director from
office.

     

    2.7 Replacement of Directors . If
(i) any Nominee shall fail to be elected as a Director, or (ii) any Nominee
elected as a Director shall cease to serve as a Director, whether by virtue of
death, resignation (including because such Nominee is required to resign
pursuant to the last sentence of Section 2.1), removal or otherwise, before his
or her successor has been duly elected and qualified at a meeting of DGSE
stockholders at which Directors are to be elected; and in either case a vacancy
exists on the DGSE Board, then the Stockholder who had nominated such Nominee or
former Director, as the case may be, shall have the right to nominate a
replacement Nominee who satisfies the applicable qualifications of such
unelected Nominee or former Director, as the case may be, to fill such vacancy
within 30 days of the date of such vacancy. In any such case, subject to the
applicable fiduciary duties of the DGSE Board, or any applicable committee
thereof, and compliance by DGSE and the DGSE Board, or such committee, in good
faith with applicable law, including the SEC Rules and the listing rules of
DGSE’s principal trading market, the remaining Directors shall act to elect such
replacement Nominee to fill such vacancy.

     

    3. Miscellaneous .

     

    3.1 Construction . For all
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

     

    (a) all
references in this Agreement to designated “Articles,” “Sections” and other
subdivisions, or to designated “Exhibits,” “Schedules” or “Appendices,” are to
the designated Articles, Sections and other subdivisions of, or the designated
Exhibits, Schedules or Appendices to, this Agreement;

     

    (b)
references to any Person includes such Person’s successors and assigns but, if
applicable, only if such successors and assigns are not prohibited by this
Agreement, and reference to a Person in a particular capacity excludes such
Person in any other capacity or individually;

     

    (c) the
words “include,” “includes,” and “including” shall be deemed to be followed by
“without limitation”;

     

    (d) the
term “or” shall not be exclusive;

     

    (e)
pronouns in masculine, feminine, and neuter genders shall be construed to
include any other gender;

     

    (f)
whenever the singular number is used, if required by the context, the same shall
include the plural, and vice versa; and

     

    (g) the
words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

     

    
      
        
        

      

      
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    3.2 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.

     

    3.3 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
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.

     

    3.4 Assignment . None of the
Parties may assign any of its rights or interests or delegate any of its duties
or obligations under this Agreement without the prior written consent of the
other Parties, which consent may be withheld in each Party’s sole discretion.
Any purported assignment not in full compliance with this Section 3.4 shall be
null and void and of no force or effect ab initio . Subject to the
sentence next preceding, this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the Parties and express beneficiaries hereof
and their respective heirs, executors, administrators, successors and permitted
assigns

     

    3.5 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 each of the
Parties.

     

    3.6 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.

     

    3.7 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 or breach hereunder or affect in any
way any rights arising because of any prior or subsequent such
occurrence.

     

    3.8 Arbitration . Any dispute,
claim or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this agreement to arbitrate,
shall be determined by arbitration in Dallas, Texas before one arbitrator. The
arbitration shall be administered by the Judicial Arbitration and Mediation
Services (“ JAMS ”)
pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on any
award may be entered in any court having jurisdiction. This clause shall not
preclude Parties from seeking provisional remedies in aid of arbitration from a
court of appropriate jurisdiction. The arbitrator may, in the award, allocate
all or part of the costs of the arbitration, including the fees of the
arbitrator and the reasonable attorneys’ fees of the prevailing
party.

     

    3.9 Specific Performance . The
Parties declare that it is impossible to measure in money the damages that would
accrue to a Party by reason of another Party’s failure to perform any of the
obligations hereunder. Each Party therefore consents to an order of specific
performance with respect to any of its obligations hereunder. Any Party against
whom an order for specific performance is sought hereby waives any claim or
defense therein that the moving party has an adequate remedy at law or that
money damages would provide an adequate remedy. It shall, however, be the
election of the moving party as to whether or not to seek specific performance.
An order for specific performance shall be among the remedies that can be
granted pursuant to an arbitration instituted under Section 3.8 and enforced by
any court of competent jurisdiction. Additionally, solely for the purpose of
provisional relief prior to the commencement of the arbitration process provided
for in Section 3.8 or pending a
determination on the merits pursuant to such arbitration process, any Party may
seek from an appropriate court injunctive relief, trustee process, attachments,
equitable attachments or similar relief.

     

    
      
        
        

      

      
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    3.10
Notices . All notices,
requests, instructions or other documents to be given under this Agreement shall
be in writing and shall be deemed given, (i) upon receipt if sent via registered
or certified mail, return receipt requested, in the U.S. mails, 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 delivery to a reputable national courier service
for overnight delivery; and in each case, addressed to a Party at the following
address for such Party:

     

    (a)
 If to DGSE, addressed to it at:

     

    DGSE
Companies, Inc.

    2817
Forest Lane

    Dallas,
Texas 75234

    Attn: Dr.
L.S. Smith

    Facsimile:
[omitted]

    Email:
[omitted]

     

    with a
copy (which shall not constitute notice and which shall not be required for
delivery to be effective) to:

     

    Sheppard,
Mullin, Richter & Hampton LLP

    12275 El
Camino Real, Suite 200

    San
Diego, California 92130-2006

    Attn:
John J. Hentrich, Esq.

    Facsimile:
[omitted]

    Email:
[omitted]

     

    (b)
 If to Smith, addressed to him at:

     

    Dr. L.S.
Smith

    519
Interstate 30, #243

    Rockwall,
Texas 75087

    Facsimile:  

    Email:
[omitted]

     

    (c)
 If to SIBL, addressed to it at:

     

    Stanford
International Bank Ltd.

    c/o
Stanford Financial Group

    6075
Poplar Avenue

    Memphis,
Tennessee 38119

    Attn:
James M. Davis, Chief Financial Officer

    Facsimile:
[omitted]

    Email:
[omitted]

     

    with a
copy (which shall not constitute notice and which shall not be required for
delivery to be effective) to:

     

    Adorno
& Yoss LLP

    2525
Ponce de Leon Blvd., Suite 400

    Miami,
Florida 33134-6012

    Attn:
Seth P. Joseph, Esq.

    Facsimile:
[omitted]

    Email:
[omitted]

     

    
      
        
        

      

      
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    Or in
each case to such other address, email address or fax number 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 3.10.

     

    3.11
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 by residents thereof.

     

    3.12
Entire Agreement . This
Agreement constitutes the entire agreement and understanding of the Parties in
respect of the subject matter hereof and supersedes all prior understandings,
agreements or representations by or among the Parties, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions
contemplated by this Agreement.

     

    3.13
Third-Party
Beneficiaries . This Agreement is made solely for the benefit of the
Parties and their respective permitted successors and assigns, and, except to
the extent provided in Section 2 regarding Oyster, no other Person shall have or
acquire any right or remedy by virtue hereof except as otherwise expressly
provided herein.

     

    3.14
Submission to Jurisdiction; No
Jury Trial . Any suit, action or proceeding with respect to this
Agreement shall be brought exclusively in any court of competent jurisdiction in
the County of Dallas, Texas. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTIONS WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE PERSONAL JURISDICTION OR
VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT BROUGHT IN ANY SUCH COURT AND HEREBY FURTHER IRREVOCABLY WAIVE ANY
CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

     

    3.15
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.

     

    3.16
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 or similar electronic transmission device
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.

     

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    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:

            	 
      
	 
      	 
      	
              Dr.
      L.S. Smith

              Chairman
      and Chief Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	
               
      

            
	 
      	
              STANFORD
      INTERNATIONAL BANK, LTD.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              James
      M. Davis

              Chief
      Financial Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              DR.
      L.S. SMITH

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    
      
        
        

      

      
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