August 28, 2012


 


C. Brett Burford


4320 Hanover Street


Dallas, TX 75225


 


Brett:


 


On behalf of DGSE Companies, Inc., I am pleased
to offer you the positions of Chief Financial Officer and Principal Financial Officer at DGSE. This position will report directly
to DGSE’s CEO and the Company’s Board of Directors.


 


Should you accept this job offer, per company
policy you'll be eligible to receive the following beginning on your hire date:


 


		·	Salary: Annual gross starting salary of $220,000, paid in biweekly
installments by your choice of check or direct deposit



  


		·	2012 Performance Bonus: Up to $40,000 based on achievement
of mutually agreed upon goals centered around DGSE’s restatement process



   


		·	2013 and Beyond Annual Performance Bonus: Up to twenty-five
percent (25%) of your annual gross salary based on achievement of annually agreed upon goals



  


		·	Stock Options: Stock options will be granted commensurate with
other senior level management



  


		·	Indemnification for Prior Acts: Full Indemnification via Board
Resolution for all DGSE Companies, Inc issues occurring prior to hire date. 



  


		·	Indemnification for Future Acts: Full indemnification via Board
Resolution for all DGSE Companies, Inc issues on a go forward basis with the exception of issues surrounding candidate’s
personal acts of gross negligence or fraud.



   


		·	Benefits: You will be entitled to participate in all DGSE benefit
plans for which you are eligible. While the plans offered may change from time to time during your employment we currently offer
the following:






Vacation: 20 days per year


401(k): Available the 1st
month following one year of employment


Health Insurance: Aetna


Dental Insurance: Aetna


Life and Disability Insurance:
MetLife


Short and Long Term Disability


Sick leave


 


Your starting date will be no later than September
3rd, 2012.


 


In accepting this offer of employment,
you certify your understanding that your employment will be on an at-will basis, and that neither yourself nor the company
has entered into a contract regarding the terms or duration of your employment. As an at-will employee, you will be free to terminate
your employment with the company at any time, with or without cause or advance notice. Likewise, the company will have the right
to reassign you, to change your compensation, or to terminate your employment at any time, with or without cause or advance notice.


 



    	 



    	 



    

 


In the event of involuntary not for cause termination or a change
in control with termination, you shall be entitled to:


 


		1.	accrued but unpaid base salary and accrued and unused vacation pay through the date of such termination;



 


		2.	an amount equal to three (3) months’ current base salary;



 


		3.	continuation of health benefits at the same levels until the earlier of (a) the time it takes to become eligible for benefits
from a new employer or (b) three (3) months from the date of termination.



 


We look forward to your arrival at DGSE and are confident that
you will play a key role in our company’s future. Please let me know if you have any questions or if I can do anything to
make your arrival easier. If you have any questions, please feel free to contact me by calling 972-481-3860.


 


Sincerely,


 


/s/ Dusty Clem


 


Dusty Clem


C.O.O.


 


Accept Job Offer


By signing and dating this letter below, I,
Brett Burford, accept this job offer of Chief Financial Officer by DGSE Companies, Inc.


 


	Signature:	/s/ C. Brett Burford	Date: 8/28/12




 


Decline Job Offer


By signing and dating this letter below, I,
Brett Burford, decline this job offer of Chief Financial Officer by DGSE Companies, Inc.


 


	Signature:	 	Date:_____________