RESERVATION OF RIGHTS


AND 


ELEVENTH AMENDMENT TO LOAN AGREEMENT


AND OTHER LOAN DOCUMENTS


 


THIS ELEVENTH AMENDMENT
TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is dated as of June [__], 2012, among DGSE
COMPANIES, INC., a Nevada corporation (“Borrower”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION,
a national banking association (“Lender”).


 


A.            Borrower and Lender are party
to that certain Loan Agreement dated as of December 22, 2005 (as modified, amended, renewed, extended, and restated, the “Loan
Agreement”).


 


B.            Borrower has failed to deliver
financial statements required under Section 7.1 of the Loan Agreement and has notified Lender that previously delivered
financial statements are not accurate and may not be relied upon, and therefore certain Events of Default exist under Section 10.1(c)
and (d) of the Loan Agreement (the “Subject Defaults”).


 


C.            Borrower and
Lender have agreed, upon the following terms and conditions, to amend the Loan Agreement and certain other Loan Documents.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Terms and References. Unless otherwise stated in this Amendment, (a) terms defined in the Loan Agreement have the same
meanings when used in this Amendment, and (b) references to “Sections” are to the Loan Agreement’s
sections.


 


2.            Reservation of Rights.


 


(a)            Borrower
hereby acknowledges and agrees that the Subject Defaults exist under the Loan Agreement. Lender has had discussions with Borrower
and Guarantors regarding, among other things, the Subject Defaults (the “Default Meetings”), and Lender may
continue to have additional Default Meetings with Borrower and/or Guarantors regarding the same. However, Lender is not obligated
in any way with respect to future dealings between Lender and Borrower or Guarantors. Lender’s participation in such Default
Meetings, prior to or after the date hereof, shall not constitute a waiver of any rights and remedies available to Lender resulting
from the Subject Defaults or any other defaults which may exist.


 


(b)            Borrower
hereby further acknowledges and agrees that neither the Default Meetings, Lender’s entering into this Amendment, nor Lender’s
past or future failure to exercise available rights and remedies are intended to (i) operate as a waiver of any rights and
remedies available to Lender pursuant to the Loan Agreement or other Loan Documents executed in connection therewith, including,
without limitation, Lender’s ability to stop making Advances or (ii) indicate agreement on Lender’s part to forbear
from exercising its rights and remedies. In addition, Lender has not waived its right to insist upon strict compliance with the
Loan Agreement and the other Loan Documents.


 






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(c)            Borrower
hereby further acknowledges and agrees that Lender shall be under no obligation to honor any request for an Advance under the Loan
Agreement unless Lender, in its sole and absolute discretion, elects to do so. If Lender, in its sole and absolute discretion,
elects to honor any such Advance Request Form, the making of such Advance will not operate as a waiver of the Subject Defaults
or any other Event of Default or any right or remedy under the Loan Agreement or any other Loan Document, will not be deemed to
establish a course of conduct so as to justify an expectation by Borrower that Lender will make any future Advances to Borrower,
will not preclude Lender from exercising any and all remedies available to Lender under the Loan Agreement, other Loan Documents
or applicable law at any time or times from and after the making of such Advance.


 


3.             Amendment to Loan Agreement.


 


(a)            Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Termination Date”
therefrom, and substituting the following in lieu thereof:


 


“Termination
Date” means 11:00 a.m., Dallas, Texas time on July 22, 2012, or such earlier date on which the Commitment terminates
as provided in this Agreement.


 


4.            
Amendment to Revolving Credit Note. The Revolving Credit Note is hereby amended by deleting the definition of “Maturity
Date” therefrom, and substituting the following in lieu thereof:


 


Maturity
Date:  means July 22, 2012.


 


5.             Amendment to Term Note. The Term Note is hereby amended by deleting the definition of “Maturity Date” therefrom,
and substituting the following in lieu thereof:


 


Maturity Date:  means
July 22, 2012.


 


6.             Amendments to Other Loan Documents.


 


(a)            All references in the Loan Documents to the Loan Agreement shall henceforth include references to the Loan Agreement, as
modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
All references in the Loan Documents to the Notes shall henceforth include references the Notes as amended hereby, and as may,
from time to time, be further amended, modified, renewed, extended, and/or restated.


 


(b)            Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though
not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.


 


7.             Conditions Precedent. This Amendment shall not be effective until (a) Lender receives an executed copy of this Amendment,
including the ratifications attached hereto; (b) Lender receives payment of the estimated reasonable fees and expenses of
Lender’s counsel incurred in connection with this Amendment in immediately available funds; and (c) all representations
and warranties set forth in this Amendment are true and correct.


 






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8.             Ratifications. Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies
and confirms that all Liens granted, conveyed, or assigned to Lender under the Loan Documents are not released, reduced, or otherwise
adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present
and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record
such additional documents, and certificates as Lender may request in order to create, perfect, preserve, and protect those guaranties,
assurances, and Liens.


 


9.              Representations. Borrower represents and warrants to Lender that as of the date of this Amendment: (a) this Amendment
has been duly authorized, executed, and delivered by Borrower; (b) other than the filing of the Loan Agreement and this Amendment
with the Securities and Exchange Commission, no action of, or filing with, any governmental authority is required to authorize,
or is otherwise required in connection with, the execution, delivery, and performance by Borrower of this Amendment; (c) the
Loan Documents, as amended by this Amendment, are valid and binding upon Borrower and are enforceable against Borrower in accordance
with their respective terms, except as may be limited by Debtor Relief Laws; (d) the execution, delivery, and performance
by Borrower of this Amendment do not require the consent of any other Person and do not and will not constitute a violation of
any laws, agreements, or understandings to which Borrower is a party or by which Borrower is bound; (e) all representations
and warranties in the Loan Documents are true and correct in all material respects, other than with respect to the Subject Defaults;
and (f) after giving effect to this Amendment, no Default or Event of Default (other than the Subject Defaults) exists.


 


10.           Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender
include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions,
(c) this Amendment must be construed -- and its performance enforced -- under Texas law, (d) if any part of this Amendment is for
any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed
in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts
must be construed together to constitute the same document.


 


11.          
Maximum Interest Rate. Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to
receive, collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial
determination) on the Notes any amount in excess of interest calculated at the Maximum Lawful Rate, and, in the event that Lender
ever receives, collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed
to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in
full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable
under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum
extent permitted under applicable law: (a) characterize any non-principal payment as an expense, fee, or premium rather than
as interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread,
in equal parts, the total amount of interest throughout the entire contemplated term of the Notes; provided that, if the
Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the
actual period of existence thereof exceeds interest calculated at the Maximum Lawful Rate, then Lender shall refund to Borrower
the amount of such excess or credit the amount of such excess against the principal amount of the Notes and, in such event, Lender
shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving, or receiving interest
in excess of interest calculated at the Maximum Lawful Rate.


 






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12.           Entireties. The Loan Agreement and other Loan Documents as amended by this Amendment represent the final agreement between the
parties about the subject matter of the Loan Agreement and other Loan Documents as amended by this Amendment and may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between
the parties.


 


13.           RELEASE. BORROWER AND THE OTHER OBLIGATED PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS COMPLAINT,
CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THEIR LIABILITY
TO REPAY ANY LOANS OR EXTENSIONS OF CREDIT FROM LENDER TO BORROWER OR ANY OBLIGATED PARTY UNDER THE LOAN AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER AND THE OBLIGATED PARTIES HEREBY
VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE LENDER AND ITS PREDECESSORS, ATTORNEYS, AGENTS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY (INCLUDING,
WITHOUT LIMITATION, CLAIMS OF FRAUD, DURESS, MISTAKE, TORTIOUS INTERFERENCE, USURY, BREACH OF FIDUCIARY DUTY, BREACH OF DUTY OF
FAIR DEALING, BREACH OF CONFIDENCE, BREACH OF FUNDING COMMITMENT, UNDUE INFLUENCE, NEGLIGENCE OR FRAUD IN RATES AND METHODS USED
TO COMPUTE INTEREST, DECEPTIVE TRADE PRACTICE OR THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT), ORIGINATING IN WHOLE
OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER OR THE OTHER OBLIGATED PARTIES MAY NOW OR HEREAFTER
HAVE AGAINST LENDER, ITS PREDECESSORS, ATTORNEYS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER
ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY CREDIT ACCOMMODATIONS
FROM LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AMENDMENT.


 


14.           Parties.  This Amendment binds and inures to Borrower, Lender, and their respective successors and assigns.


 


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Blank;


Signature Pages to Follow]


 






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EXECUTED as of the date first stated above.


 



 


	 	BORROWER:
	 	 
	 	DGSE COMPANIES, INC., a Nevada corporation 
	 	 
	 	 
	 	By: 	
	 	 	William H. Oyster, President



 


 


 


LENDER:


 


TEXAS CAPITAL BANK, NATIONAL ASSOCIATION,


a national banking association


 


 


By:                                                                                                                


            Bobby
Little, Vice President


 


 


 


 





Signature Page to Reservation of Rights


and


Eleventh Amendment to Loan Agreement and
other Loan Documents


 






    	 



    	 	



    
 


To induce Lender to enter into this Amendment,
the undersigned jointly and severally (a) consent and agree to the execution and delivery of the Amendment, (b) ratify and
confirm that all guaranties, assurances, and Liens granted, conveyed, or assigned to Lender under the Loan Documents are not released,
diminished, impaired, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure
the full payment and performance of all present and future Obligations including the Revolving Credit Note and the Term Note, as
amended hereby, (c) waive notice of acceptance of this consent and agreement, which consent and agreement binds the undersigned
and their successors and permitted assigns and inures to Lender and its respective successors and permitted assigns, and (d) acknowledge
and agree to the provisions of Section 13 of this Amendment.


 


 


	 	GUARANTORS:
	 	 
	 	DGSE CORPORATION 
	 	 
	 	 
	 	By: 	
	 	 	William H. Oyster, President



 


 


	 	NATIONAL JEWELRY EXCHANGE, INC.
	 	 
	 	 
	 	By: 	
	 	 	William H. Oyster, President



 


 


	 	CHARLESTON GOLD & DIAMOND EXCHANGE, INC.
	 	 
	 	 
	 	By: 	
	 	 	William H. Oyster, President



 


 


	 	AMERICAN PAY DAY
CENTERS, INC.
	 	 
	 	 
	 	By: 	
	 	 	John Benson, Secretary



 


 


Signature Page to Reservation of Rights


and


Eleventh Amendment to Loan Agreement and other Loan Documents











    	 



    	 	



    
 


 


	 	SUPERIOR GALLERIES, INC.
	 	 
	 	 
	 	By: 	
	 	 	Name:

Title:



 


 


	 	SBT, INC.
	 	 
	 	 
	 	By: 	
	 	 	Name:

Title:



 


 





Signature Page to Reservation of Rights


and


Eleventh Amendment to Loan Agreement and other Loan Documents