Exhibit 10.1
    

    

    

    
      AMENDMENT TO LOAN AGREEMENT 
    

    

    

    
      AND REVOLVING CREDIT NOTE
    

    

    

    
      February 25, 2014
    

    

    

    
      This Amendment to Loan Agreement and Revolving Credit Note (this “Agreement”)
      is made and entered into as of the date set forth above, by and among
      NTR Metals, LLC (the “Company”) and DGSE Companies, Inc. (“DGSE”).  Capitalized
      terms used but not defined herein have the meaning assigned to them in
      the Loan Agreement and/or Note (as defined below), as applicable.
    

    

    

    
      RECITALS
    

    

    

    
      WHEREAS, the undersigned entered into that certain Loan
      Agreement, dated as of July 19, 2012, by and between the Company and
      DGSE (the “Loan Agreement”), pursuant to which the Company
      agreed to extend credit to DGSE; and
    

    

    

    
      WHEREAS, DGSE executed that certain Revolving Credit Note, dated
      as of July 19, 2012, by and between the Company and DGSE (the “Note”),
      pursuant to which DGSE promised to pay to the Company funds advanced by
      the Company, with interest thereon; and
    

    

    

    
      WHEREAS, pursuant to this Agreement, DGSE and the Company are
      amending the terms of the Loan Agreement and Note.
    

    

    

    
      NOW, THEREFORE, in consideration of the foregoing and the mutual
      covenants and agreements herein contained, and intending to be legally
      bound hereby, the parties hereto agree as follows:
    

    

    

    
      AGREEMENT
    

    

    

    
      1.               Extension
      of Loan Agreement.  Section 1.1 of the Loan Agreement is hereby
      amended so that the reference to “August 1, 2014” in the definition of
      “Termination Date” is changed to “August 1, 2015”.
    

    

    

    
      2.               Extension
      of Note.  Subparagraph (b) of the Note is hereby amended so that the
      reference to “August 1, 2014” in the definition of “Maturity Date” is
      changed to “August 1, 2015”.
    

    

    

    
      3.               Continuing
      Guaranties, Security Interests and Liens.  DGSE agrees that all of
      the guaranties, security interests and liens granted by DGSE in favor of
      the Company pursuant to the Loan Documents shall remain in full force
      and effect once this Agreement takes effect and extends the Loan
      Agreement and Note as herein stated.
    

    

    

    
      4.               Authority.  Each
      party hereto represents and warrants that it had and has all necessary
      authority and legal capacity to enter into the Loan Agreement, the Note
      and this Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      5.         Choice of Law.  The
      Loan Agreement, the Note and this Agreement are to be construed
      according to the laws of the State of Texas and the applicable laws of
      the United States of America.
    

    

    

    
       6.        Integration
      of Contract.  The Loan Agreement and Note, as amended by this
      Agreement, constitute the full understanding of the parties, and no
      terms, conditions, understandings or agreements purporting to modify or
      vary the terms of the Loan Agreement, the Note or this Agreement shall
      be binding unless hereafter made in writing and signed by the party to
      be bound.
    

    

    

    
       7.        Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which
      will be deemed an original, but all of which together will constitute
      one and the same instrument.
    

    

    

    
      IN WITNESS HEREOF, the undersigned have executed this Agreement
      on the date first appearing above.
    

    

    


    	
           
        	
          
            NTR METALS, LLC
          

        
	

        	
           
        
	

        	
          By
        	

        
	

        	

        	
          Name:
        
	

        	

        	
          Title:
        
	

        	

        	
           
        
	

        	
           
        
	

        	
          
            DGSE COMPANIES, INC.
          

        
	

        	
           
        
	

        	
          By
        	

        
	

        	

        	
          Name:
        
	

        	

        	
          Title: