Exhibit 10.1


                      ASSET PURCHASE AND SALE AGREEMENT AND
                              TRADEMARK ASSIGNMENT

         This ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of
_July 28,_,2004 (the "Effective Date"), by and between DGSE Companies,  Inc., as
Seller ("Seller") and Silverman Group, LLC ("Buyer").

                                   WITNESSETH:
                                   -----------

         WHEREAS,  Seller  desires  to sell and  transfer  to  Buyer,  and Buyer
desires to purchase and accept from Seller the Property (as hereinafter defined)
on the terms and conditions hereinafter set forth;

         WHEREAS,  the  members  and  managers  of the  Buyer  and the  board of
directors of Seller have  considered and approved this Agreement and the actions
contemplated in it.

         NOW,  THEREFORE,  in  consideration  of the  respective  covenants  and
agreements  herein  contained,  the sum of $10.00  and other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         In addition to the other terms defined in this Agreement, the following
terms for purposes of this Agreement have the meanings hereinafter specified:

         (a)  "Assignment and Assumption of Contracts" has the meaning set forth
in Section 7.2(b).

         (b) "Bill of Sale" has the meaning set forth in Section 7.2(a).

         (c) "Buyer  Assumed  Liabilities"  has the meaning set forth in Section
3.2(a).

         (d) "Closing" has the meaning set forth in Section 7.1.

         (e) "Closing Date" has the meaning set forth in Section 7.1.

         (f) "Continuing Employees" has the meaning set forth in Section 4.1.

         (g)  "Contracts"  means any and all  contracts,  and equipment or other
leases,  entered into by the Seller in the ordinary  course of business prior to
the Closing  Date that relate to the  Property as listed on Exhibit "A" attached
hereto.

         (h) "Employees" has the meaning set forth in Section 4.1.

         (i) "Liens" has the meaning set forth in Section 2.2.


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         (j)  "Property"  means  the  assets  and  the  Contracts  of  Silverman
Consultants,  Inc. and all its historical  liquidation and consulting affiliates
including all trade and/or corporate names owned by or affiliated with Silverman
Consultants,  Inc.  involved in the financial  consultation  to jewelry or other
stores;  services of planning and conducting  in-store  liquidations for others;
services of consignment of inventory to augment in-store  liquidations of others
including SILVERMAN Jewelers  Consultants,  Inc.,  SILVERMAN Retail Consultants,
Inc., Jewelers Holding Corporation, SILVERMAN Diamond Consortium LLC., Sale Away
Advertising,  Inc., SILVERMAN Stores of South Carolina,  Inc., Jewel Cash, Inc.,
and  SILVERMAN   Holdings,   Inc  (hereinafter   collectively   referred  to  as
"Silverman")  owned  by  the  Seller  and  all  of  the  goodwill  and  customer
relationships of Silverman.

         (k) "Purchase Price" has the meaning set forth in Section 3.1.

         (l) "Seller Plans" has the meaning set forth in Section 4.1.

         (m) "Seller Retained  Liabilities" has the meaning set forth in Section
3.2(b).

                                   ARTICLE II

                                 ASSET TRANSFERS

         Section 2.1 Property Transferred.  In accordance with the provisions of
this  Agreement,  at Closing  Seller shall sell,  convey,  transfer,  assign and
deliver to Buyer,  and Buyer  shall  purchase  and accept,  all of the  Seller's
right,  title and  interest in and to the  Property as described in Schedule 2.1
attached hereto,  together with all of the Seller's right, title and interest in
and to the names and logo and Seller's  goodwill,  and  specifically,  the mark,
"SILVERMAN" (the  "Trademark") (see Exhibit "B" attached hereto and incorporated
by reference).  All assets not otherwise  identified within this Agreement shall
remain the  property of the Seller,  including  without  limitation  those items
specifically listed as "Excluded Assets" in Schedule 2.1(a).

         Section 2.2 Liens.  The Property shall be  transferred  and conveyed to
Buyer free of all liens,  security  interests,  monetary  obligations  and other
encumbrances on title (collectively  "Liens").  Seller shall cause all Liens and
other  encumbrances  on title, if any, on the Property to be released or removed
at or before Closing.

                                   ARTICLE III

               PURCHASE PRICE; ASSUMPTION/RETENTION OF LIABILITIES

         Section 3.1 Purchase  Price.  The total  purchase  price (the "Purchase
Price") for all the Property shall be determined based on the following:

         (a)  $150,000.00 to paid by cashiers check or wire transfer at Closing;
and

         (b) the  balance  of the  Purchase  Price  shall be based on the actual
fiscal year gross revenues of the Silverman  operations from the date of Closing
going  forward as  established  in a new  limited  liability  company  organized
exclusively to continue the existing Silverman business. The gross revenue shall



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be calculated  using GAAP standards and shall only apply to  commissions  earned
from jewelry  liquidation  sales and  commissions  earned from the sale of third
party fill in (the "Revenues"). Over a period of five (5) years commencing as of
the date of Closing, Buyer shall pay to Seller the following:

         Five (5%)  percent of the Revenues  not to exceed  $450,000.00  and not
         less than  $250,000.00.  Beginning  on February  1, 2005 and  extending
         until February 1, 2009, Buyer shall pay to Seller $20,000 every six (6)
         months.  On each anniversary date of the Closing Buyer shall perform an
         accounting  of the  Revenues  and shal  pay to  Seller  the  difference
         between $40,000.00 and the actual amount owed to Seller pursuant to the
         Revenues.

         (c) The Purchase Price shall be allocated as follows:

         fifty  (50%)  percent  shall be  allocated  to  Seller's  goodwill  and
         Trademark and fifty (50%) percent shall be allocated to consulting  and
         management fees.

         Section 3.2 Assumption of Liabilities.

         (a) From and after the Closing Date Buyer shall be responsible  for and
agrees to pay, perform and discharge when due only those  liabilities which have
been incurred from the date of Closing going forward.  Buyer  specifically  does
not assume the accounts payable of Seller. Buyer will assume all liabilities and
obligations under the Contracts; and

         The  liabilities  and  obligations  assumed by Buyer in accordance with
this Section  3.2(a) are referred to as the "Buyer Assumed  Liabilities"  and as
listed on Schedule 3.2(a) attached hereto .

         (b) Seller shall retain and be  responsible  for, and hereby  agrees to
pay, perform and discharge when due, the following liabilities and obligations:

                  (i) all liabilities and obligations  relating to the Property,
accruing before the Closing Date including Seller's accounts payable;

                  (ii)  violations  of any  environmental,  health or safety law
regarding Seller's operation of the Property prior to the Closing Date.

                  (iii) those other liabilities  specifically  assumed by Seller
in this Agreement.

         The liabilities  and  obligations  assumed by Seller in accordance with
this Section 3.2(b) are referred to as the "Seller Retained Liabilities".

         (c) The parties  recognize that on the Closing Date,  certain costs and
expenses to be paid  respectively  by Seller and Buyer will only be estimated or
may be unknown as to amount or  specific  type of  obligation.  Seller and Buyer
shall  cooperate  to make  all  appropriate  adjustments,  consistent  with  the
provisions of this Agreement.  Each party shall,  within five (5) days after any
such  written  request,  provide  to the other  party  such  information  in its
possession as may be reasonably required to make such adjustments.  If any party
receives  any bill or claim which it believes  to be the  responsibility  of the
other party hereunder,  it shall promptly submit such bill or claim to the other
party and the parties shall pay their  pro-rata share thereof within thirty (30)
days after receipt of such bill or claim.



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<PAGE>

                                   ARTICLE IV

                                    EMPLOYEES

         Section 4.1 Employees; Benefits.

         (a)  Immediately   preceding  the  Closing  Date,  Buyer  in  its  sole
discretion  may  offer  employment  to  some or all of the  individuals  who are
employees of the Seller and relate to the  Silverman  operations  ("Employees").
Employees  who are extended  and accept  offers of  employment  from Buyer shall
become employees of Buyer as of the Closing Date (the  "Continuing  Employees").
Buyer in its sole  discretion  may  terminate the  employment of any  Continuing
Employee at any time after the Closing Date.

         (b) Buyer shall not assume any  obligations  for any  pre-Closing  Date
payroll  expenses or taxes and for any employee  benefit plan  maintained by, or
contributed  to by,  Seller  ("Seller  Plans") or for any other  obligations  of
Seller to  Employees.  Seller will fully provide or pay for all  liabilities  or
obligations to the Employees arising or accruing prior to the Closing Date under
any payroll system,  Seller Plans or any other employee  benefit or compensation
arrangements (including,  without limitation, accrued salary, accrued bonuses or
commissions,  insurance,  accrued vacation and severance,  except as provided in
(b) above).  For any  Employee  who ceases to be an Employee of Buyer within one
month of Closing,  Seller shall  provide such  coverage as Seller is required to
provide pursuant to COBRA.

         (c) Seller will bear the cost and expense of any workers'  compensation
claim  asserted and arising out of an injury  sustained by any Employee prior to
the Closing Date.

         (d)  Seller  shall  be  responsible  for  the  costs  and  consequences
associated with the termination of any Employee who does not become a Continuing
Employee  for any reason.  In the event any  Employee  (excluding  a  Continuing
Employee)  shall be legally  entitled to an amount in the nature of  termination
benefits or costs as a result of the  termination of his or her employment  with
Seller  in  connection  with the  transactions  contemplated  by this  Agreement
notwithstanding that such Employee is not terminated by Buyer or does not resign
from Buyer,  Seller shall pay for any such  benefits or costs as a result of the
termination by Seller, if terminated no later than ten (10) days after Closing.

         (e) Nothing in this Agreement,  expressed or implied, shall confer upon
any  Employee  any rights or  remedies,  including  any right to  employment  or
continued employment for any period except as expressly provided otherwise.

         (f) Seller shall make available to Buyer,  prior to Closing,  personnel
records and information  relating to any pending  disciplinary  action or claim,
relating to Employees, except for information that is privileged or not relevant
to Buyer's hiring decisions.



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                                    ARTICLE V

                               CLOSING CONDITIONS

         Section 5.1 Conditions to Seller's  Obligation.  Seller's obligation to
consummate this transaction is subject to the satisfaction,  or Seller's written
waiver,  at or prior to the Closing or at such other time as specified  below of
each of the following conditions:

         (a) delivery of this  Agreement,  schedules  and exhibits and items set
forth in Section 7.3, in form and substance  reasonably  satisfactory to Seller;
provided,  however,  the form and content of all such closing documents shall be
approved by the Seller and Buyer in their reasonable discretion, and

         (b) payment of the Purchase Price;

         (c)   representations   and  warranties  of  Buyer  contained  in  this
Agreement,  shall have been true and correct in all material respects when made,
and shall be true and correct in all material  respects on the Closing Date.

         (d)  Buyer  shall  have  performed  and  complied  with all  covenants,
agreements  and  conditions  required  by this  Agreement  and  the  Shareholder
Agreement to be performed, observed and complied with on its part prior to or as
of Closing hereunder.

         (e) No action,  proceeding or order by any court or government  body or
agency shall have been threatened in writing, asserted,  initiated or entered to
restrain or prohibit the carrying out of the  transaction  contemplated  by this
Agreement.

         Section 5.2  Conditions to Buyer's  Obligation.  Buyer's  obligation to
consummate this transaction is subject to the  satisfaction,  or Buyer's written
waiver,  at or prior to Closing or at such other time as specified below of each
of the following conditions:

         (a) delivery of the documents and items set forth in Section 7.2 as set
forth herein, and

         (b) all  representations  and  warranties  of Seller  contained in this
Agreement,  shall have been true and correct in all material respects when made,
and shall be true and correct in all material respects on the Closing Date; and

         (c) Seller  shall  have  performed  and  complied  with all  covenants,
agreements and conditions  required by this Agreement to be performed,  observed
and complied with on its part prior to or as of Closing; and

         (d) delivery to Buyer of  possession  of the Property in the  condition
required hereby.



                                   ARTICLE VI

                          NON-COMPETE; CONFIDENTIALITY



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         Section 6.1 Covenants of Seller The Seller hereby  covenants and agrees
as set forth in this Section 6.

         Section 6.2  Non-Use of Trade  Names,  Etc.  From and after the Closing
Date, the Seller will not for any reason, directly or indirectly, for themselves
or any other person,  without the prior written consent of the Buyer (a) use any
intellectual property rights transferred pursuant to this Agreement,  including,
without  limitation,  the use of the Trademark or any variation thereof,  or (b)
use  or  disclose  any  intellectual  property  rights  or  any  trade  secrets,
confidential   information,   know-how,   proprietary   information   or   other
intellectual  property  herein and  transferred  pursuant to this  Agreement  or
otherwise  arising in connection  with the  operation of the Seller's  business,
except that the Seller,  may use such rights and  information  and may  disclose
such  information to the Buyer in connection  with the operation of the Seller's
Property  by the Buyer from and after the  Closing  Date and to the extent  that
such intellectual  property rights become publicly available through no fault of
the  Seller  and if the  Seller  is  legally  compelled  to  disclose  any  such
intellectual  property  rights,  provided that the Seller  provide prior written
notice of any service of any request to provide  such  disclosure  to the Buyer,
and that the Seller cooperate with the Buyer to attempt to obtain an appropriate
protection order or other reliable  assurances that confidential  treatment will
be accorded to such intellectual property rights. Notwithstanding the foregoing,
if the Buyer is in default  pursuant to this  Agreement,  then the terms of this
Section 6.2 shall not be enforceable against Seller.

         Section 6.3 Non-Disclosure and Non-Competition.  In order to induce the
Buyer to enter into this Agreement,  the Seller  expressly  covenants and agrees
that it will not,  directly or indirectly (a) disclose or furnish to any person,
other than the Buyer or any of its affiliates,  any proprietary  information of,
or confidential information concerning,  the Buyer or any affiliate of the Buyer
except as required by law and (b)  without  the express  written  consent of the
Buyer,  directly or indirectly,  engage in any activity which is, or participate
or invest in (other than owning less than ten percent (10%) of the securities of
any  publicly  traded  company),  or  provide or  facilitate  the  provision  of
financing to, or assist  (whether as owner,  part-owner,  shareholder,  partner,
director,  officer,  trustee,  employee,  agent or  consultant,  or in any other
capacity),  any  business,  organization  or person which is engaged,  wholly or
partly,  in the design,  --,  development,  ,  marketing  or sale of a Competing
Business.  For purposes of this Agreement,  "Competing  Business" shall mean the
business of jewelry  liquidation  for others.  Without implied  limitation,  the
foregoing  covenant  shall  include (i)  soliciting or attempting to solicit the
employment of any officer or employee of the Buyer,  or any of its  subsidiaries
or affiliates for or on behalf of itself,  any such  competitor or other person,
(ii)  encouraging  any  such  officer  or  employee  to  terminate  his  or  her
relationship  or  employment  with  the  Buyer,  or any of its  subsidiaries  or
affiliates for or on behalf of itself,  any such competitor or any other person,
(iii) soliciting any customer or client of the Buyer, or any of its subsidiaries
or  affiliates  for or on behalf of  itself,  any such  competitor  or any other
person, and (iv) diverting any customer,  client, or business opportunity of the
Buyer,  or  any  of  its   subsidiaries  or  affiliates  to  any  other  person.
Additionally, the Seller will not disparage the Buyer or any of its subsidiaries
or affiliates  or the products or services  conducted or offered by the Buyer or
any of their  subsidiaries  or  affiliates  until  the  expiration  of its other
obligations under this Section 6. Notwithstanding the foregoing, if the Buyer is
in default pursuant to this Agreement,  then the terms of this Section 6.3 shall
not be enforceable against Seller.



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                                   ARTICLE VII

                                     CLOSING

         Section  7.1 Time and  Place.  Subject  to and in  accordance  with the
provisions  of this  Agreement,  and provided all  conditions to the closing and
consummation of this  transaction  (the "Closing")  shall have been satisfied or
waived, the Closing Date shall occur at a mutually  acceptable time on or before
July 30, 2004  ("Closing  Date").  The Closing is anticipated to be conducted at
the law offices of Buyer's counsel in Charleston, SC.

         Section 7.2 Items  Delivered by Seller.  At the  Closing,  Seller shall
execute, acknowledge (where appropriate) and deliver to Buyer the following:

         (a) bill of sale (the "Bill of Sale")  attached  hereto as Exhibit "C",
providing for the transfer to Buyer of the Assets; and

         (b) an assignment and assumption of the Contracts (the  "Assignment and
Assumption of Contracts")  attached hereto as Exhibit "D" assigning to Buyer the
interest in the Contracts being assigned and assumed,  subject,  however, to the
rights of the other party to the each of the Contracts to approve the assignment
thereof to Buyer.  The Assignment of Contracts shall include a mutual  indemnity
and hold  harmless  provision  pursuant  to which the Seller and Buyer  agree to
indemnify  and hold the  other  party  harmless  for any  claim,  loss or damage
arising out of their  respective  period of ownership of the  Contracts and such
other  terms and  conditions  as the Seller  may agree upon in their  reasonable
discretion prior to Closing;

         (c) a certified true copy of Seller's  Incumbency  Certificate or other
reasonable  proof of Seller's  authority  and approval by its  shareholders  and
directors  to enter into this  Agreement  and  execute  and  deliver  all of the
documents contemplated thereby;

         (d) an  assignment  agreement  for the  Trademark  attached  hereto  as
Exhibit "B";

         (e) such  other  appropriate  instruments  of  transfer  as  Buyer  may
reasonably  request  in  connection  with  the  transfer  to Buyer of all of the
Property intended to be conveyed to it hereby.

         Section 7.3 Items Delivered by Buyer. At the Closing,  Buyer shall duly
execute, acknowledge (where appropriate) and deliver to Seller:

         (a) the Purchase Price; and

         (b) the  Assignment  and  Assumption of Contracts,  attached  hereto as
Exhibit "D";

         (c) the Security Agreement, attached hereto as Exhibit "E";

         (d) the Promissory Note, attached hereto as Exhibit "F";

         (e) a UCC financing statement



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         (f) a certified  true copy of Buyer's  Incumbency  Certificate or other
reasonable  proof of  Buyer's  authority  and  approval  by its  members  and/or
managers  to enter  into this  Agreement  and  execute  and  deliver  all of the
documents contemplated thereby;

         (g) such  other  appropriate  instruments  of  purchase  as Seller  may
reasonably  request  in  connection  with  the  purchase  by Buyer of all of the
Property and the transactions contemplated by this Agreement;

         (h) proration of any applicable taxes, with Seller paying all that have
been incurred  prior to Closing and Buyer paying all those incurred from Closing
going forward.

                                  ARTICLE VIII

                         REPRESENTATIONS AND WARRANTIES

         Section 8.1 Seller Representations and Warranties.  As of the Effective
Date hereof,  Seller  represents and warrants as follows to Buyer, each of which
shall be true and correct in all material respects as of the Closing Date :

         Section 8.2 Seller is a corporation  duly organized,  validly  existing
and in good  standing  under the laws of the state of its  organization  and (as
hereinafter  defined)  is duly  authorized  to carry on the  business  presently
conducted  by it as  Seller.  The  execution  and  delivery  by  Seller  of this
Agreement  and the  performance  of its  obligations  hereunder  have  been duly
authorized by any and all necessary  corporate  action,  and upon  execution and
delivery by Seller, this Agreement shall constitute the legal, valid and binding
obligation of Seller enforceable in accordance with its terms.

         (a) The execution, delivery and performance of this Agreement by Seller
and the consummation by Seller of the transactions  contemplated hereby will not
violate (with or without the giving of notice or the lapse of time or both),  or
require any consent, approval, filing or notice under, any provision of any law,
rule or regulation, court order, judgment or decree.

         (b) Seller has or will have at Closing,  good and  marketable  title to
all of the Property free and clear of all Liens, creditor's claims, encumbrances
on title and third-party interests.

         (c) At  Closing  all of the  Property  will be in the  same  reasonable
condition  and repair as it is in as if the  Effective  Date  hereof  except for
normal wear and tear.

         (d) To the best of Seller's knowledge, there is no existing outstanding
violation  or default by Seller  under the  Contracts  and no facts exist which,
with notice or the passage of time or both, would constitute such a violation or
default by Seller under such documents.

         (e) There is no  threatened  or pending  litigation  that  directly  or
indirectly affects or would affect the Property in any way.

         (f) The  Seller  has  previously  furnished  to the Buyer a copy of the
audited Silverman Consultants, Inc. financial statements for 2003. The copies of
the foregoing  documents provided to Buyer are true and accurate in all material
respects.



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         Section 8.3 Buyer's Representations and Warranties. As of the Effective
Date hereof,  Buyer represents and warrants as follows to Seller,  each of which
shall be true and correct in all material respects as of the Closing Date.

         Section  8.4  Buyer is a  limited  liability  company  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization,  and is duly  authorized  to carry on its  business  as  presently
conducted by it. The execution  and delivery by Buyer of this  Agreement and the
performance by Buyer of its  obligations  hereunder have been duly authorized by
any and all  necessary  corporate  action,  and upon  execution  and delivery by
Buyer, this Agreement shall constitute the legal,  valid and binding  obligation
of Buyer, enforceable in accordance with its terms.

         (a) The execution,  delivery and performance of this Agreement by Buyer
and the consummation by Buyer of the transactions  contemplated  hereby will not
violate (with or without the giving of notice or the lapse of time or both),  or
require any consent, approval, filing or notice under, any provision of any law,
rule or regulation, court order, judgment or decree.

         (b) Buyer  has not  incurred  any  obligation  for a finder,  broker or
agency fee.

                                   ARTICLE IX

                         ADDITIONAL TERMS AND COVENANTS

         Section 9.1 Condition of Property. Buyer hereby represents and warrants
to Seller that it will conduct its own due  diligence  regarding the Property as
provided for in this Agreement,  and Buyer  understands that except as expressly
set forth elsewhere in this  Agreement,  the Property shall be accepted by Buyer
in its "AS IS" condition as of the Effective Date.

         Section 9.2 Further Cooperation After Closing.

         Section 9.3 At the request of either  Buyer or Seller at any time after
the  Closing  Date,  Buyer and  Seller,  shall  promptly  execute or cause to be
executed  such  documents  as shall be  reasonably  required to  effectuate  the
transfer of the Property as contemplated  by this Agreement.  Such documents may
include,  without  limitation,  all those necessary to transfer all interests of
any nature held by Seller, in any of the Property.  From and after the Effective
Date of this  Agreement,  Seller  shall  forward to Buyer,  within ten (10) days
after receipt,  copies of all documentation and written communications  received
by Seller relating to any Buyer Assumed Liabilities,  and Buyer shall forward to
Seller,  within ten (10) days after  receipt,  copies of all  documentation  and
written  communications  received  by  Buyer  relating  to any  Seller  Retained
Liabilities. (a) Seller agrees to allow Buyer complete and unfettered access and
use of the present Silverman Consultants, Inc. offices in Mt. Pleasant, SC for a
period of 45 days after the Closing of this Transaction.  This access and use is
to be free of any  charge  for rent,  utilities,  taxes or any other  charges or
fees.

         Section 9.4  Enforcement of Agreement;  Default.  If Buyer breaches its
covenants and agreements  hereunder for any reason other than Seller's  default,
and Buyer fails to cure such breach within thirty (30) days after written notice
thereof,  then Buyer shall be in default  hereunder,  and Seller  shall have the



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right to either:  (a) proceed against Buyer to enforce its rights hereunder,  in
an action for specific performance, damages or any other remedy available at law
or in equity; or (b) elect to terminate this Agreement by sending written notice
thereof to Buyer. Buyer acknowledges and agrees that Seller would be irreparably
damaged  if any of the  provisions  of  this  Agreement  are  not  performed  in
accordance  with their  specific  terms and that any breach of this Agreement by
Buyer  could not be  adequately  compensated  in all cases by  monetary  damages
alone. Accordingly, in addition to any other right or remedy to which Seller may
be entitled,  at law or in equity, it shall be entitled to enforce any provision
of  this  Agreement  by a  decree  of  specific  performance  and to  temporary,
preliminary and permanent  injunctive relief to prevent the breach or threatened
breach of any of the provisions of this  Agreement,  without posting any bond or
other undertaking.

         If Seller  breaches its  covenants  and  agreements  hereunder  for any
reason other than Buyer's  default,  and Seller fails to cure such breach within
thirty (30) days after written notice  thereof,  then Seller shall be in default
hereunder,  and Buyer shall have the right to either: (a) proceed against Seller
to enforce its rights hereunder, in an action for specific performance,  damages
or any other  remedy  available  at law or in equity;  or (b) elect to terminate
this Agreement by sending written notice thereof to Seller.

         In the event either party institutes  legal  proceedings to enforce its
rights under this Agreement,  the prevailing  party in any such proceeding shall
be  entitled to recover its  reasonable  attorney  fees and court costs from the
non-prevailing party.

         Section 9.5 Risk of Loss.  Until the  purchase of the Property has been
consummated  on the  Closing  Date,  all  risk of loss  of,  or  damage  to,  or
destruction  of, the Equipment  whether by fire,  flood,  tornado,  hurricane or
other casualty, or by the exercise of the power of eminent domain, or otherwise,
shall belong to and be borne by the Seller. As soon as reasonably possible after
any such damage or  destruction,  the Seller shall notify the Buyer  thereof and
give the Buyer an  opportunity to inspect the damage or  destruction.  Seller or
Buyer shall then have the right to terminate this Agreement  within fifteen (15)
days after the date of Seller's  notice by sending  written  notice to the other
party.

                                    ARTICLE X

                                 INDEMNIFICATION

         Section 10.1  Indemnification  by Buyer.  For a period of one year from
the  Closing  and for a  maximum  amount  of  $190,000.00  buyer  shall  defend,
indemnify and hold harmless  Seller and its officers,  directors,  employees and
agents (the "Seller  Indemnity Group") against and from any and all liabilities,
claims, damages, judgments, awards and losses including, without limitation, all
related  legal and other  consulting  fees,  costs and  expenses  in  connection
therewith)  (collectively  referred  to herein  as  "Liabilities")  suffered  or
incurred  by the  Seller  Indemnity  Group  with  respect  to (i)  any  material
inaccuracy  in,  or  breach  of,  or  non-fulfillment  of,  any  representation,
warranty,  agreement  or covenant of Buyer under this  Agreement  (ii) any claim


                                       10
<PAGE>

with respect to the Buyer Assumed Liabilities; (iii) any claim arising out of an
occurrence  on or after the Closing Date in  connection  with the Buyer's use of
the Property or any portion thereof or interest therein; provided, however, as a
condition  of Buyer's duty to  indemnify  and hold Seller  harmless for any such
matter,  Seller  shall notify  Buyer in writing as soon as  reasonably  possible
after Seller receives notice of any such matter,  but no later than fifteen (15)
days after receipt of such notice.

         Section 10.2  Indemnification  by Seller. For a period of one year from
the  Closing  and for a  maximum  amount of  $190,000.00  seller  shall  defend,
indemnify and hold harmless  Buyer and its  officers,  directors,  employees and
agents (the "Buyer  Indemnity  Group")  against and from any and all Liabilities
suffered  and  incurred  by the Buyer  Indemnity  Group with  respect to (i) any
material inaccuracy in, or breach of, or non-fulfillment of, any representation,
warranty,  agreement or covenant of Seller under this Agreement;  (ii) any claim
with respect to the Seller Retained Liabilities;  (iii) any claim arising out of
an occurrence before the Closing Date in connection with the Seller's use of the
Property or any portion thereof or interest therein; (iv) any claim,  impairment
or infringement of or against the Trademark;  provided,  however, as a condition
of Seller's duty to indemnify and hold Buyer harmless for any such matter, Buyer
shall  notify  Seller in  writing as soon as  reasonably  possible  after  Buyer
receives  notice of any such  matter,  but no later than fifteen (15) days after
receipt of such  notice.  Seller  shall pay for the cost to defend  any  matter,
claim,  case,  suit,  hearing or defense relating to the above or to proactively
pursue any infringement regarding the Trademark.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1 Transactional  Expenses.  Seller shall pay all conveyance,
transfer and intangible taxes and fees imposed by state and local authorities on
the  transfer of the  Property.  Buyer  shall pay the costs of all Buyer's  "due
diligence", including legal and accounting fees and Buyer's travel expenses.

         Section 11.2  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of South Carolina  regardless
of conflict of laws principles.

         Section 11.3 Time of the  Essence.  Time is of the essence with respect
to this Agreement;  provided, however, if any time period or deadline under this
Agreement ends on a day other than a Business Day, then the time period shall be
extended until the next Business Day. For purposes of this  Agreement,  the term
"Business Day" shall mean Monday through Friday,  except holidays  recognized by
the government of the United States or the State of South Carolina.

         Section  11.4  Survival.  All  obligations  and  liabilities  under the
provisions of this Agreement  which have not been fully performed or paid at the
Closing, and all terms of this Agreement, shall survive the Closing.

         Section  11.5  Entire  Agreement  and   Modification.   This  Agreement
supercedes all prior agreements and statements  whether written or oral, between
the  parties  their  agents or  employees  with  respect to its  subject  matter
(including any letter of intent and any confidentiality  agreement between Buyer
and Seller) and  constitutes a complete and exclusive  statement of the terms of
the agreement between the parties with respect to its subject matter.



                                       11
<PAGE>

         Section  11.6  Severability.  If any  provision  of this  Agreement  is
declared void or unenforceable by a final judicial or administrative order, this
Agreement  shall  continue  in full force and  effect,  except  that the void or
unenforceable provision shall be deemed deleted and replaced with a provision as
similar in terms to such void or unenforceable  provision as may be possible and
be valid and enforceable.

         Section 11.7 Binding Effect. All covenants, agreements,  warranties and
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
personal representatives, successors and permitted assigns.

         Section 11.8  Assignment.  Provided Buyer is not in default  hereunder,
Buyer shall have the right to assign this Agreement to any partnership,  limited
liability company or other entity wholly owned or controlled by Buyer. Buyer may
not otherwise assign this Agreement without Seller's  approval,  which shall not
be unreasonably withheld. Upon any such assignment,  Buyer shall not be released
from any  liability  hereunder.  As a condition of any such  assignment  of this
Agreement:  (a) the assignee  shall assume all  obligations of Buyer pursuant to
his Agreement as if the assignee were the original  Buyer in this  Agreement and
the Buyer and the assignee shall  thereafter be jointly and severally liable for
the  Buyer's  obligations  pursuant to this  Agreement;  and (b) the Buyer shall
provide  Seller with written  notice thereof no later within five (5) days after
the  effective  date  thereof,  but no later than one (1)  business day prior to
Closing in the case of an assignment within five (5) days prior to Closing .

         Section 11.9 Notices. Except as otherwise provided herein, all notices,
demands or other  communications  required or  permitted  to be given  hereunder
shall be in  writing,  and any and all such  items  shall be deemed to have been
duly  given when  delivered  in person;  or as of the third  business  day after
mailing by U.S. mail, certified,  return receipt requested,  postage prepaid; or
as of the immediately  following business day after deposit with Federal Express
or  other  similar  overnight   courier  service;   or  if  sent  via  facsimile
transmission to the facsimile  number set forth below, on the day transmitted to
the  addressee  if such day is a Business  Day (as  hereafter  defined)  and the
notice is transmitted  prior to 5:00 p.m. Eastern Time, or if transmitted  after
5:00 p.m.  Eastern Time on a Business Day or, if  transmitted  on a non-Business
Day,  such notice via facsimile  shall be deemed  effective on the next Business
Day.  All such notices  shall be properly  addressed as follows or to such other
address or  facsimile  number that a party may  hereafter  designate  by sending
written notice thereof pursuant to the terms of this section:



                                       12
<PAGE>

IF TO BUYER:

                  Silverman Group, LLC
                  ____________________
                  ____________________
                  ____________________
                  ____________________

IF TO SELLER:

                  DGSE Companies, Inc.
                  ____________________
                  ____________________
                  ____________________
                  ____________________


         Section 11.10 Headings. The headings of paragraphs and sections of this
Agreement  are for  purposes  of  convenience  and  reference  and  shall not be
construed as modifying the paragraphs or sections in which they appear.

         Section 11.11 Waiver.  The failure or delay of any party to insist upon
compliance  of  any  provision  hereof  will  not  operate  as  and is not to be
construed  as a waiver or  amendment  of the  provisions  or of the right of the
aggrieved  party to  insist  upon  compliance  with  such  provision  or to take
remedial  steps to recover  damages  or other  relief  for  non-compliance.  Any
express  waiver of a breach of any provision of this  Agreement will not operate
and is not to be  construed  as a  waiver  of any  other or  subsequent  breach,
irrespective of whether occurring under similar or dissimilar circumstances.

         Section 11.12 Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall serve as an original for all purposes, but all
copies shall  constitute but one and the same Agreement,  binding on all parties
hereto,  whether or not each  counterpart is executed by all parties hereto,  so
long as each party hereto has executed one or more counterparts hereof.

         Section 11.13 Interpretation  Presumption . The parties agree that each
has, by counsel or otherwise,  actively participated in the finalization of this
Agreement and, in the event of a dispute  concerning the  interpretation of this
Agreement or any  paragraph or other portion  thereof,  each party hereby waives
the doctrine that an ambiguity should be interpreted against the party which has
drafted the document or the particular portion thereof.

         Section  11.14 Brokers Fee.  Buyer and Seller shall  indemnify and hold
each other harmless and free from any liability or expense including  reasonable
attorney  fees and costs for  defense for any claim that either has dealt with a
broker or finder who is entitled to a commission.



                                       13
<PAGE>

         IN WITNESS WHEREOF,  Seller has caused this Agreement to be executed as
of the day and year first above written.

                                              SELLER:
WITNESSES:                                    ------

                                              DGSE Companies, Inc.

____________________________                  By:   ____________________________
                                              Its:  ____________________________
____________________________
                                              Dated:____________________________



WITNESSES:                                    BUYER:
                                              -----

                                              Silverman Group, LLC

____________________________                  By:   ____________________________
                                              Its:  ____________________________
____________________________
                                              Dated:____________________________





                                       14
<PAGE>

                                  Schedule 2.1
                                  Property List



I) Name Listing -All trade and/or  corporate  names owned by or affiliated  with
Silverman Consultants, inc. involved in the financial consultation to jewelry or
other stores;  services of planning and  conducting  in-store  liquidations  for
others; services of consignment of inventory to augment in-store liquidations of
others.

2)  FixedAsset  Listing- All fixed assets of  Silverman  Consultants  located in
Charleston,  SC as of  July  16,  2004  including  but  not  limited  to  office
equipment, furniture and fixture assets.

3) Intangible Asset Listing - All Silverman  Consultant,  intangible assets (all
assets other than cash, receivables, inventory, fixed assets and names described
above) including but not limited to:

         a.       all phone numbers
         b.       all marketing customer/reference lists on hand
         c.       all current customer lead lists
         d.       all current signed contracts/sales
         e.       all sign packages
         f.       all  legal   documents  and  software   files  used  in  sales
                  administration i. sales contract  forms-commission,  guarantee
                  and bankruptcy sale ii. independent  contractor agreement iii.
                  consignment  agreement  iv.  confidentiality  agreement v. any
                  other documents pertaining to sale administration
         g.       all historical  marketing  documents  including  closed deals,
                  vase studies,  industry/market  research,  marketing brochures
                  and any other marketing materials now on hand
         h.       all current market/customer lead lists
         i.       a  current  list  of  all  independent   contractors/inventory
                  consignors with address and phone number
         j.       a list of all finder  fees paid in past 3 years  with  contact
                  name and phone number
         k.       all trade association memberships/accounts (including Jewelers
                  Board  of  Trade)  with  present  aged  balances  due  to/from
                  Silverman Consultants
         l.       all  advertising  accounts  with  present  aged  balances  due
                  to/from Silverman Consultants
         m.       all advertising software including logos, graphics,  past ads,
                  mailing lists, etc.
         n.       all  exhibition  accounts/rights  for trade  shows and  booths
                  including Las Vegas JCK exhibition booth
         o.       all  website/e-mail  addresses  and  domains  associated  with
                  Silverman     Consultants     including     ISP     providers,
                  webmaster/domain contracts and amounts outstanding
         p.       any other asset affected by presently outstanding amounts owed
                  by Silverman Consultants





                                       15
<PAGE>

                                 Schedule 2.1(a)
                                 Excluded Assets


In  addition  to the assets  not  otherwise  specified  in this  Agreement,  the
following assets shall constitute "Excluded Assets":

(i)      The corporate seals, certificates of incorporation, minute books, stock
         books,  tax  returns,  and other  records  having to do solely with the
         organization,   maintenance   and   existence   of  the  Company  as  a
         corporation;

(ii)     Any  rights  of the  Seller  under  this  Agreement  or under any other
         agreement between the Seller and the Buyer entered into on or after the
         date of this Agreement;

(iii)    All claims and rights of the Seller to federal,  state and local income
         tax refunds, refund claims and credits,  deductions or other income tax
         benefits of the Seller;

(iv)     Rights in or with respect to the Company's  employee  benefits plans or
         any assets, trust accounts or reserves thereof;

(v)      Cash, cash equivalents and banking accounts;

(vi)     All accounts receivable relating to business prior the the Closing;

(vii)    All prepaid expenses of Seller paid prior to the Closing; and

(viii)   Any rights to insurance  proceeds  relating to occurrences prior to the
         Closing.





                                       16
<PAGE>

                                   Exhibit "A"
                                  Contract List




Insert Current Sales Contracts/Agreements





















                                       17
<PAGE>

                                   Exhibit "B"
                              TRADEMARK ASSIGNMENT




















                                       18
<PAGE>

                                   EXHIBIT "C"
                                  BILL OF SALE



















                                       19
<PAGE>


                                   EXHIBIT "D"
                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS


























                                       20
<PAGE>


                                   EXHIBIT "E"
                               SECURITY AGREEMENT




















                                       21
<PAGE>


                                   EXHIBIT "F"
                                 PROMISSORY NOTE






















                                       22