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Exhibit 10.4

                         AMENDMENT DATED JANUARY 6, 2007
                    TO COMMERCIAL LOAN AND SECURITY AGREEMENT

     THIS  AMENDMENT  DATED  JANUARY  6, 2007 TO  COMMERCIAL  LOAN AND  SECURITY
AGREEMENT  ("Amendment"),  is by and between STANFORD INTERNATIONAL BANK LTD., a
company  organized  under  the  laws of  Antigua  (the  "Lender")  and  SUPERIOR
GALLERIES,  INC., a Delaware  corporation  ("Borrower"),  with  reference to the
following facts:

                                 R E C I T A L S

     A. Pursuant to a Commercial Loan and Security  Agreement  originally  dated
October 1, 2003, as amended as of March 29, 2005 and as further amended on April
7, 2006,  Stanford  Financial Group Company ("SFG") has provided  certain credit
facilities to Borrower.  Such Commercial Loan and Security  Agreement as amended
to date,  is referred to herein as the "Loan  Agreement."  On November 30, 2004,
the Lender was  assigned  all of SFG's  right,  title and  interest  in the Loan
Agreement and the promissory note issued thereunder.

     B. The  maximum  amount  that can  currently  be  borrowed  under  the Loan
Agreement is $10,850,000. The parties desire to increase the maximum amount that
may be borrowed under the Loan Agreement to $19,892,340.00.

     C. The parties to further amend the Loan  Agreement in accordance  with the
terms and conditions set forth herein.

     D. As of the date  hereof,  the parties  have  entered  into a  forbearance
agreement  (the  "Forbearance  Agreement")  with  respect to  certain  "Existing
Defaults" under the Loan  Agreement,  as such term is defined in the Forbearance
Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of  the  representations,  warranties  and
covenants herein contained, the parties agree as follows:

                                    AGREEMENT
                                    ---------

     1. Except as provided in the Forbearance Agreement or any other forbearance
agreement that the Lender may execute from time-to-time,  the parties agree that
the maximum  amount that may be borrowed  under the Loan  Agreement  is Nineteen
Million  Eight  Hundred   Ninety  Two  Thousand   Three  Hundred  Forty  Dollars
($19,892,340.00).  Accordingly,  the first  sentence  of Section 1.1 of the Loan
Agreement is hereby amended to read in full as follows:

     "Subject to all the terms and conditions of this Agreement,  including
     the  preconditions  to loan advances as herein provided and so long as
     there  exists no Event of Default nor any event which with the passage
     of time,  the  giving of notice or both would  constitute  an Event of
     Default (other than "Existing  Defaults" as defined in the Forbearance
     Agreement),  Lender will make  available  to the  Borrower a revolving

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     Commercial  Loan in the  principal  amount of Nineteen  Million  Eight
     Hundred    Ninety   Two   Thousand   Three   Hundred   Forty   Dollars
     ($19,892,340.00)  (referred  to herein as the "Loan")  which  Borrower
     shall use for borrowing  against its inventory and providing  loans to
     Borrower's  customers  secured by  collateral  property  consigned  to
     Borrower for auction or otherwise in  Borrower's  possession,  custody
     and control."

     2. Consistent  with Section 1 above,  Borrower shall execute and deliver an
amended and restated promissory note in the form attached hereto as Exhibit "A",
reflecting  the  increased  loan amount.  Such  amended and restated  note shall
replace the currently existing  Commercial Note originally dated March 29, 2005,
as amended to date, delivered by the Borrower to Lender under the Loan Agreement
(the "Commercial Note") in the principal amount of $10,850,000.

     3.  Simultaneously  with the  execution  hereof,  the Lender  shall make an
advance to the  Borrower in the amount of  $400,000,  along with  interest  from
January 1, 2007 through the date of this payment (estimated at $137 per day), to
repay certain indebtedness due to an affiliate of the Borrower,  which repayment
(including  the  interest  payment)  Lender  expressly  approves  and waives any
prohibition on such payments set forth in the Loan Agreement.

     4. For purposes of (i) any  representation  or warranty made or required to
be made by the Borrower,  (ii) any condition to which the rights of the Borrower
are subject,  (iii) any covenant of the Borrower, or (iv) any certification made
or  required  to be made by the  Borrower;  in each  case in the Loan  Agreement
(including  without  limitation  Section  2.13  thereof)  or any  of  the  other
Documents,  relating either to the liabilities of the Borrower or to the maximum
amount that is currently available to be advanced to the Borrower under the Loan
Agreement,  an  amount  equal  to  $8,392,340.00,  representing  the  amount  of
outstanding  debt of the Borrower  under the Loan Agreement to be converted into
shares of common  stock of the  Borrower  in  connection  with the  transactions
contemplated by that certain  Amended and Restated  Agreement and Plan of Merger
and Reorganization,  of even date herewith, by and among DGSE Companies, Inc., a
Nevada corporation,  DGSE Merger Corp., a Delaware corporation, the Borrower and
the Lender,  as stockholder  agent (the "Merger  Agreement"),  shall be deducted
from the current outstanding principal balance of the Loan.

     5. Section 5(b) of the Loan  Agreement is hereby amended to read in full as
follows:

     "(b)  If  Borrower  shall  be in  default  in  the  performance  of or
     compliance with any other term, covenant or condition applicable to it
     contained in this Agreement or in any other Documents,  and shall have
     failed to cure such  default  for ten (10)  days  after the  sooner to
     occur of Borrower's receipt of written notice of such default from the
     Lender or the date on which such default  first  becomes  known to any
     officer of Borrower;"

     6. The following  provisions  are added as  additional  "Events of Default"
following Section 5(g):


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     (h) A writ of attachment,  garnishment execution, distraint or similar
     process in excess of $25,000 is issued against Borrower, any Affiliate
     of Borrower, or any of their respective properties except for any such
     writ  of  attachment,  garnishment  execution,  distraint  or  similar
     process  that is subject to a bona fide  dispute  by  Borrower  and is
     properly contested by appropriate  proceedings promptly instituted and
     diligently conducted;

     (i)  Lender  determines,  in its sole  discretion,  that a  materially
     adverse  effect has  occurred  with respect to the  Borrower;  as used
     herein,  "materially  adverse effect" means a material  adverse effect
     occurring  after  the  date of  this  Amendment  on (1) the  business,
     assets,  properties,  financial condition,  contingent  liabilities or
     material agreements of Borrower and its Subsidiaries taken as a whole,
     (2) the value of the  Collateral,  (3) the  security  interest  or the
     priority of the security interest granted in favor of Lender,  (4) the
     ability of Borrower to perform any material obligations under the Loan
     Agreement  or any other  Document,  or (5) the  rights of or  benefits
     available to Lender under, or the validity or  enforceability  of, any
     Document.

     (j) Any  judgment  or order  for the  payment  of money in  excess  of
     $25,000,  or in  excess  of  $100,000  in the  aggregate  for all such
     judgments  or orders,  is entered  against  Borrower,  unless the same
     shall be (1) fully  covered  by  insurance,  or (2)  vacated,  stayed,
     bonded,  paid or  discharged  within a period of thirty (30) days from
     the date of such judgment or order;

     (k) Borrower conceals, removes, or permits to be concealed or removed,
     any of its  assets  with the intent to  hinder,  delay or defraud  the
     Lender or any of Borrower's other creditors;

     (l) A  guarantor,  surety  or  endorser  for  any of  the  Obligations
     revokes,  terminates  or  fails  to  perform  any of the  terms of any
     guaranty,  endorsement  or other  agreement  of such party in favor of
     Lender,  or  prospectively  terminates  or revokes  such  guaranty  or
     surety;

     (m) Any loss,  theft,  damage or destruction of any item of Collateral
     or other property of Borrower which has a materially  adverse  effect;
     or

     (n) There is filed  against  Borrower or any  guarantor or other party
     liable for any of the Obligations any civil or criminal  action,  suit
     or  proceeding  under  any  federal  or  state  racketeering   statute
     (including,  without limitation,  the Racketeer Influenced and Corrupt
     Organization  Act of 1970),  which action,  suit or  proceeding  could
     result in the  confiscation  or forfeiture of any material  portion of
     the Collateral;

     7. Section 18.2 of the Loan  Agreement is hereby amended to read in full as
follows:


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     18.2 The obligation of the Lender to make each  subsequent  advance to
     be made by it hereunder is subject to the conditions  precedent  that,
     other  than  "Existing   Defaults"  as  defined  in  the   Forbearance
     Agreement:

          (a) NO EVENT OF DEFAULT

     No Event of Default specified in Section 5 hereof,  and no event which
     pursuant to the  provisions of Section 5 with the lapse of time and/or
     notice  specified  therein would become such an Event of Default,  has
     occurred and is continuing; and

          (b) NO MATERIAL ADVERSE CHANGE

     There  has  been  no  material  adverse  change  in  the  consolidated
     financial  condition of the Borrower or any of the  Guarantors and its
     or his consolidated subsidiaries; and

          (c) REPRESENTATIONS AND WARRANTIES

     The Representations and Warranties contained in Section 2 are true and
     correct.

     The Lender shall have received a certificate of the CEO and CFO of the
     Borrower  certifying as of the date of the current advance that, other
     than "Existing Defaults" as defined in the Forbearance Agreement:  (i)
     no Event of  Default  specified  in  Section  5  hereof  exists  or is
     continuing, (ii) no material change has taken place with regard to its
     financial  condition  as  represented  to the  Lender  and  (iii)  the
     Representations  and Warranties  contained in Section 2 are still true
     and correct.

     8. To induce Lender to enter into this  Amendment,  Borrower  shall execute
and deliver to Lender a forbearance agreement in form and substance agreeable to
Lender in its sole discretion.

     9. Borrower  hereby  restates,  ratifies and reaffirms each and every term,
condition,  representation  and  warranty  heretofore  made  by it  under  or in
connection  with the  execution and delivery of the Loan  Agreement,  as amended
hereby,  and the other Documents,  as fully as though such  representations  and
warranties had been made on the date hereof and with specific  reference to this
Amendment and the Documents.

     10.  To  induce  Lender  to  enter  into  this   Amendment,   Borrower  (a)
acknowledges and agrees that no right of offset, defense, counterclaim, claim or
objection  exists in favor of  Borrower  against  Lender  arising out of or with
respect to the Loan Agreement,  the other  Documents,  the  Obligations,  or any
other  arrangement  or  relationship  between  Lender and the Borrower,  and (b)
releases,  acquits, remises and forever discharges Lender and its affiliates and
all of their past, present and future officers,  directors,  employees,  agents,
attorneys,  representatives,  successors  and  assigns  from any and all claims,
demands,  actions and causes of action, whether at law or in equity, whether now
accrued or hereafter maturing,  and whether known or unknown, which Borrower now
or hereafter may have by reason of any manner,  cause or things to and including


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the date of this  Amendment  with  respect  to  matters  arising  out of or with
respect to the Loan Agreement,  the other  Documents,  the  Obligations,  or any
other arrangement or relationship between Lender and Borrower.

     11.  Borrower  acknowledges  that (a) except as expressly set forth herein,
Lender has not agreed to (and has no obligation whatsoever to discuss, negotiate
or agree to) any restructuring,  modification,  amendment, waiver or forbearance
with respect to the  Obligations  or any of the terms of the  Documents,  (b) no
understanding with respect to any other restructuring,  modification, amendment,
waiver or forbearance with respect to the Obligations or any of the terms of the
Documents shall constitute a legally binding agreement or contract,  or have any
force or effect  whatsoever,  unless and until  reduced to writing and signed by
authorized  representatives  of Borrower and Lender,  and (c) the  execution and
delivery of this Amendment has not  established  any course of dealing among the
parties  hereto or created any obligation or agreement of Lender with respect to
any future restructuring,  modification,  amendment,  waiver or forbearance with
respect to the Obligations or any of the terms of the Documents.

     12.  To induce  Lender to enter  into this  Amendment  and  except  for the
"Existing  Defaults" referred to in the Forbearance  Agreement,  Borrower hereby
represents and warrants that, as of the date hereof,  and after giving effect to
the terms hereof,  there exists no Event of Default under the Loan  Agreement or
any of the other Documents.

     13. Borrower hereby represents and warrants that the undersigned  signatory
executing  this Amendment on behalf of Borrower has the authority to execute and
deliver  this  Amendment on behalf of Borrower,  and Borrower is  authorized  to
enter into and perform this Amendment.

     14.  In  consideration  of the  accommodations  made by  Lender  hereunder,
Borrower  agrees to pay to Lender on demand all costs and  expenses of Lender in
connection  with the  preparation,  execution,  delivery and enforcement of this
Amendment and the other Documents and any other transactions contemplated hereby
and thereby,  including,  without limitation, the reasonable fees and reasonable
out-of-pocket expenses of legal counsel to Lender.

     15.  Except as modified  hereby and in the Amended and Restated  Commercial
Note of even date  herewith,  all terms and conditions of the Loan Agreement and
the  Commercial  Note shall  continue  in full  force and  effect as  originally
written,  and  shall  constitute  the  legal,  valid,  binding  and  enforceable
obligation of the Borrower to Lender.  In the event of any conflict  between the
terms or provisions of this  Amendment and the Loan  Agreement or the Commercial
Note, then this Amendment shall prevail in all respects.

     16.  This  Amendment  may be  executed  in two  counterparts,  which  taken
together shall be deemed a single instrument.  Executed copies of this Amendment
may be  delivered by  facsimile  transmission  or other  electronic  means.  The
parties  shall execute and deliver any other  instruments  or documents and take
any  further  actions  after  the  execution  of this  Amendment,  which  may be
reasonably   required  for  the   implementation   of  this  Amendment  and  the
transactions  contemplated hereby.  Capitalized terms used in this Amendment and
not otherwise  defined in this Amendment  have the meanings  assigned to them in
the Loan Agreement.


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     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
date first written above.

                                                BORROWER:

                                                SUPERIOR GALLERIES, INC.



                                                By: /s/ Silvano DiGenova
                                                   -----------------------------
                                                   Silvano DiGenova
                                                   Chief Executive Officer



                                                LENDER:

                                                STANFORD INTERNATIONAL BANK LTD.


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















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                                   EXHIBIT "A"

                   FORM OF AMENDED & RESTATED PROMISSORY NOTE