<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>6
<FILENAME>dgse8kex25010907.txt
<DESCRIPTION>FORM OF NOTE EXCHANGE AGREEMENT
<TEXT>

                                                                     Exhibit 2.5

                             NOTE EXCHANGE AGREEMENT

     THIS NOTE  EXCHANGE  AGREEMENT  is made and entered into as of ________ __,
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 January 6, 2007 (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,  pursuant to that certain  Commercial Loan and Security  Agreement
originally dated October 1, 2003 (as amended as of March 29, 2005 and as further
amended  as of April 6, 2006 and on  January  6,  2007,  the "Loan  Agreement"),
Stanford Financial Group Company, a Florida  corporation  ("SFG"),  has provided
certain credit facilities to the Company;

     WHEREAS,  on November 30, 2004,  SIBL was indirectly  assigned all of SFG's
right, title and interest in the Loan Agreement, and the Note issued thereunder;

     WHEREAS,  the  obligation of Parent and Merger Sub to consummate the Merger
is  conditioned  on SIBL  exchanging  Eight  Million  Three  Hundred  Ninety-Two
Thousand  Three  Hundred Forty  Dollars  ($8,392,340)  of principal and interest
outstanding  under the Loan Agreement (such amount,  the "Exchanged  Debt") into
4,936,671  shares (the  "Exchanged  Shares") of the common  stock of the Company
(the "Common  Shares") in  accordance  with the terms and  conditions  set forth
herein, and SIBL is willing to agree to do so subject to the satisfaction of the
conditions  herein and all  conditions  to the  obligations  of the  Company and
Parent set forth in the Merger Agreement;

     WHEREAS,  in consideration of SIBL entering into this Agreement and certain
amendments  to the Loan  Agreement,  as  contemplated  in the Merger  Agreement,
Parent has agreed to issue to SIBL and its  designees,  at the  Effective  Time,
certain A Warrants and B Warrants; and

     WHEREAS,  SIBL desires to exchange  the  Exchanged  Debt for the  Exchanged
Shares to induce Parent and Merger Sub to enter into the Merger Agreement and to
consummate  the Merger and other  Transactions,  including  the  issuance of the
afore-referenced warrants.


                                      -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. Exchange of Debt. SIBL and the Company hereby agree,  subject to (i) the
issuance of the Exchanged Shares as provided in Section 2, (ii) the consummation
of the Merger pursuant to the Merger  Agreement  immediately  after the Exchange
Time,  (iii) the issuance of the A Warrants  and the B Warrants  pursuant to the
Merger Agreement  (subject to Section 3 of the Limited Joinder  Agreement),  and
(iv) the tendering by SIBL of the notes  evidencing  the  Exchanged  Debt to the
Company;  to exchange the Exchanged Debt for the Exchanged Shares, such exchange
to occur  immediately  prior to the  Effective  Time (the  "Exchange  Time") and
simultaneously with, and conditioned upon, the issuance of the Exchanged Shares.
Upon  the  issuance  of  such  Exchanged   Shares,   the  Exchanged  Debt  shall
automatically  be cancelled and retired and shall cease to exist, and the holder
of the  portion  of any  note  that,  immediately  prior to the  Exchange  Time,
represented issued and outstanding Exchanged Debt shall cease to have any rights
with respect  thereto,  including any claims for any default  occurring or other
liability arising prior to the Exchange Time, except the right to receive,  upon
the surrender of such portion of the note,  the  certificates  for the Exchanged
Shares contemplated by Section 2.

     2.  Issuance of Shares.  At the Exchange Time and  simultaneously  with the
exchanges  contemplated by Section 1, and subject to the conditions thereof, the
Company  shall  issue  to  SIBL  the  Exchanged   Shares  in  exchange  for  the
cancellation  of the  Exchanged  Debt.  All Common  Shares  issued and paid upon
exchange of the  Exchanged  Debt in  accordance  with the terms  hereof shall be
deemed  to  have  been  issued  and  paid  in full  satisfaction  of all  rights
pertaining to the Exchanged Debt.

     3. Capitalization Adjustments to Shares. In the event of any Capitalization
Adjustment  with respect to the Common Shares  occurring  after the date of this
Agreement and prior to the Exchange  Time,  all  references in this Agreement to
specified  numbers  of Common  Shares  affected  thereby,  and all  calculations
provided  for that are based upon numbers of Common  Shares,  shall be equitably
adjusted to the extent necessary to provide the Parties the same economic effect
as contemplated by this Agreement prior to such Capitalization Adjustment.

     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 exchange of the Exchanged Debt (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 exchange of the Exchanged Debt 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


                                      -3-
<PAGE>

         REASONABLY  SATISFACTORY TO THE ISSUER,  THAT REGISTRATION IS NOT
         REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

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

     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:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                                STANFORD INTERNATIONAL BANK LTD.


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

ACKNOWLEDGED AND ACCEPTED:


DGSE COMPANIES, INC.


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












                                      -6-
</TEXT>
</DOCUMENT>
