SUPERIOR GALLERIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

SPECIAL MEETING OF STOCKHOLDERS

MAY [l], 2007

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REVOCABLE PROXY SUPERIOR GALLERIES, INC.

The undersigned, a stockholder of Superior Galleries, Inc., a Delaware corporation, hereby appoints WILLIAM H. OYSTER and S. SCOTT WILLIAMSON, or any of them, the proxies of the undersigned, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote for the undersigned all the shares of Superior Galleries, Inc. common stock held of record on April 6, 2007 by the undersigned at the Special Meeting of Stockholders to be held on May [l], 2007 or any adjournment or postponement thereof as follows. Unless a contrary direction is indicated, this proxy will be voted for Proposal 1, for Proposal 2 and for Proposal 3, as recommended by management and as specifically described in the proxy statement. If specific instructions are indicated, this proxy will be voted in accordance therewith.

1.	To adopt and approve the Amended and Restated Agreement and Plan of Merger and Reorganization, entered into as of January 6, 2007, by and among DGSE Companies, Inc., DGSE Merger Corp., a wholly-owned subsidiary of DGSE, Superior Galleries, Inc., and Stanford International Bank Ltd., as stockholder agent, and to approve the merger and reorganization  contemplated thereby.	¨  FOR	¨  AGAINST	¨  ABSTAIN
2.	To irrevocably appoint Stanford International Bank Ltd., including its successors as stockholder agent, as the exclusive agent, attorney-in-fact and representative of Superior stockholders under the merger agreement and related escrow agreement.	¨  FOR	¨  AGAINST	¨  ABSTAIN
3.	To adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals.	¨  FOR	¨  AGAINST	¨  ABSTAIN

(Continued, and to be marked, dated and signed, on the other side)

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PLEASE MARK BOX IF YOU PLAN TO ATTEND THE MEETING ¨

If no direction is given, this proxy will be voted for proposal 1, for proposal 2 and for proposal 3.

Date:  ___________________________________, 2007

Stockholder:  ___________________________________

Co-holder (if any):  ______________________________

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Please act promptly. Sign, date and mail your proxy card today.

If your address has changed, please correct the address in the space provided below and return this portion with the proxy in the envelope provided.

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