EXHIBIT 10.2

                        FIRST AMENDMENT TO LOAN AGREEMENT
                            AND OTHER LOAN DOCUMENTS

         THIS FIRST  AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS  (this
"Amendment") is entered into as of August 14, 2006 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  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,  Borrower  and  Lender  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. Amendments to Loan Agreement.

                  (a)  Section  1.1 is hereby  amended by adding  the  following
         definitions thereto in alphabetical order:

                           "Consent  Letter" means that certain  Consent  Letter
                  dated  July  14,  2006,  executed  by  Lender  whereby  Lender
                  consented to the Merger on certain specific conditions as more
                  fully set forth therein.

                           "Debt Service" means,  for any Person for any period,
                  the sum of (a) all regularly scheduled principal payments that
                  are paid during such period with respect of all Funded Debt of
                  such Person and (b) all regularly  scheduled interest payments
                  that are paid in cash with  respect of all Funded Debt of such
                  Person;  provided  however,  "Debt  Service" shall exclude any
                  mandatory prepayments pursuant to Section 3.2(b).

                           "Funded  Debt" means Debt  described  in clauses (a),
                  (b),  (c),  (d),  (g),  (i), (j) and (k) of the  definition of
                  "Debt."

                           "Merger"  means that certain merger  contemplated  by
                  the Merger Agreement.

                           "Merger  Agreement" means that certain  Agreement and
                  Plan of Merger and Reorganization, made and entered into as of
                  July 12, 2006, by and among  Borrower,  DGSE Merger  Corp.,  a
                  Delaware  corporation and a direct wholly-owned  subsidiary of
                  Borrower,  Superior and Stanford  International Bank, Ltd., as
                  stockholder agent, as amended or modified from time to time.



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<PAGE>

                           "Merger  Effective  Date"  means  the  date  that the
                  Merger  has been  consummated  in  accordance  with the Merger
                  Agreement  and such Merger is effective  under all  applicable
                  Laws;  provided  that all of the  conditions to the Merger set
                  forth in the Consent  Letter have been  satisfied on or before
                  Merger  Effective  Date as  determined  by  Lender in its sole
                  discretion.

                           "Permitted  Subordinated  Payments"  means  permitted
                  scheduled interest payments on any Superior Loans as permitted
                  by the Superior Subordination Agreement.

                           "Restricted  Subsidiaries"  means each  Subsidiary of
                  Borrower other than Superior and wholly-owned  Subsidiaries of
                  Superior.

                           "Stanford" means Stanford  Financial Group Company, a
                  Florida corporation.

                           "Stanford Intercreditor Agreement" means that certain
                  Intercreditor  Agreement executed by Borrower,  Stanford,  and
                  Lender, in the form approved by Lender in the Consent Letter.

                           "Stanford   Limited   Guaranty"   means  the  Limited
                  Guaranty executed by Borrower in favor of Stanford in the form
                  approved by Lender in the Consent Letter.

                           "Stanford Loan  Documents"  means the Stanford Notes,
                  the Stanford  Limited  Guaranty,  and all other loan documents
                  executed in connection therewith, each in the form approved by
                  Lender in the Consent Letter.

                           "Stanford  Notes" means the promissory notes executed
                  by Superior in favor of Stanford.

                           "Subsidiary    Guarantors"   means   the   Restricted
                  Subsidiaries, including any After-Acquired Subsidiary.

                           "Superior" means Superior Galleries, Inc., a Delaware
                  corporation.

                           "Superior Loans" means the intercompany loans made by
                  Superior to Borrower and permitted hereunder.

                           "Superior   Subordination    Agreement"   means   the
                  Subordination  Agreement  executed by  Superior,  Lender,  and
                  Borrower,  in the  form  approved  by  Lender  in the  Consent
                  Letter.

                  (b) Section  1.1 is hereby  further  amended by  deleting  the
         definitions  of  "Commitment"  and  "Loan  Documents"  therefrom,   and
         substituting the following in lieu thereof:

                           "Commitment"  means the  obligation of Lender to make
                  Revolving  Credit  Advances  pursuant  to  Section  2.1  in an
                  aggregate  principal  amount at any time outstanding up to but
                  not  exceeding  Three  Million  Dollars  ($3,000,000)  in  the
                  aggregate,   subject,  however,  to  termination  pursuant  to
                  Section 10.2.



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<PAGE>

                           "Loan Documents"  means this Agreement,  the Superior
                  Subordination  Agreement, the Stanford Intercreditor Agreement
                  (to the extent such  documents are executed by the  applicable
                  parties),  and  all  promissory  notes,  security  agreements,
                  subordination agreements, deeds of trust, assignments, letters
                  of credit, guaranties,  and other instruments,  documents, and
                  agreements executed and delivered pursuant to or in connection
                  with  this  Agreement,  as such  instruments,  documents,  and
                  agreements  may  be  amended,  modified,   renewed,  restated,
                  extended, supplemented,  replaced, consolidated,  substituted,
                  or otherwise changed from time to time.

                  (c) Section 6.9 is hereby deleted,  and the following  Section
         6.9 is substituted in lieu thereof:

                           Section  6.9  Debt.   Borrower  and  its   Restricted
                  Subsidiaries  have no  Debt,  other  than  Debt  permitted  by
                  Section 8.1.

                  (d)  Section  7.1(a)  is  hereby  deleted,  and the  following
         Section 7.1(a) is substituted in lieu thereof:

                           (a)   Annual   Financial   Statements.   As  soon  as
                  available,  and in any event within ninety (90) days after the
                  end of each fiscal year of Borrower, beginning with the fiscal
                  year ending  December  31,  2006,  a copy of the annual  audit
                  report of Borrower and the  Subsidiaries  for such fiscal year
                  containing, on a consolidated and consolidating basis, balance
                  sheets and statements of income,  retained earnings,  and cash
                  flow as at the end of such  fiscal  year and for the  12-month
                  period then ended,  in each case setting forth in  comparative
                  form  the  figures  for  the  preceding  fiscal  year,  all in
                  reasonable  detail and audited and certified by an independent
                  certified public accountants of recognized standing acceptable
                  to Lender, to the effect that such report has been prepared in
                  accordance with GAAP and containing no material qualifications
                  or limitations on scope; provided that on and after the Merger
                  Effective Date,  Borrower shall provide to Lender, in addition
                  to the  foregoing,  an annual  report  (concurrently  with the
                  delivery of, and in substantially  the same form as, the other
                  annual  report   required  under  this  Section  7.1(a))  that
                  excludes  Superior  and  its  consolidated  Subsidiaries  as a
                  consolidated Subsidiary of Borrower.


                  (e)  Section  7.1(b)  is  hereby  deleted,  and the  following
         Section 7.1(b) is substituted in lieu thereof:

                           (b)  Quarterly  Financial  Statements.   As  soon  as
                  available,  and in any event within thirty (30) days after the
                  end of each of the quarters of each fiscal year of Borrower, a
                  copy of an  unaudited  financial  report of  Borrower  and its
                  Subsidiaries  as of the end of such fiscal quarter and for the
                  portion  of the  fiscal  year  then  ended,  containing,  on a
                  consolidated  and  consolidating  basis,  balance  sheets  and
                  statements  of income,  retained  earnings,  and cash flow, in
                  each case setting  forth in  comparative  form the figures for
                  the corresponding  period of the preceding fiscal year, all in
                  reasonable  detail certified by the chief financial officer of
                  Borrower to have been prepared in accordance  with GAAP and to
                  fairly and  accurately  present  (subject  to  year-end  audit
                  adjustments) the financial condition and results of operations
                  of  Borrower  and  its  Subsidiaries,  on a  consolidated  and
                  consolidating basis, at the date and for the periods indicated
                  therein, provided that on and after the Merger Effective Date,



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<PAGE>

                  Borrower   shall  provide  to  Lender,   in  addition  to  the
                  foregoing, a quarterly financial report (concurrently with the
                  delivery of, and in substantially  the same form as, the other
                  quarterly financial report required under this Section 7.1(b))
                  that excludes Superior and its consolidated  Subsidiaries as a
                  consolidated Subsidiary of Borrower.

                  (f)  Section  7.1(c)  is  hereby  deleted,  and the  following
         Section 7.1(c) is substituted in lieu thereof:

                           (c)  Monthly   Financial   Statements.   As  soon  as
                  available,  and in any event within thirty (30) days after the
                  end of each month of each fiscal year of  Borrower,  a copy of
                  an unaudited financial report of Borrower and the Subsidiaries
                  as of the end of such month and for the  portion of the fiscal
                  year  then   ended,   containing,   on  a   consolidated   and
                  consolidating  basis, balance sheets and statements of income,
                  retained  earnings,  and cash flow,  all in reasonable  detail
                  certified by the chief  financial  officer of Borrower to have
                  been  prepared  in  accordance  with  GAAP and to  fairly  and
                  accurately present (subject to year-end audit adjustments) the
                  financial  condition and results of operations of Borrower and
                  the Subsidiaries,  on a consolidated and consolidating  basis,
                  at the date and for the periods  indicated  therein,  provided
                  that after the Merger  Effective Date,  Borrower shall provide
                  to Lender,  in addition to the foregoing,  a monthly financial
                  report   (concurrently   with   the   delivery   of,   and  in
                  substantially  the same form as, the other  monthly  financial
                  report  required  under this  Section  7.1(c))  that  excludes
                  Superior and its  consolidated  Subsidiaries as a consolidated
                  Subsidiary of Borrower.

                  (g)  Article  VII is hereby  amended by adding  the  following
         Section 7.12:

                           Section 7.12 After-Acquired Subsidiaries Concurrently
                  upon the formation or acquisition of any Restricted Subsidiary
                  of  Borrower   after  the  date  hereof  (an   "After-Acquired
                  Subsidiary"),   Borrower   shall   cause  the   After-Acquired
                  Subsidiary  to deliver all of its  Constituent  Documents  and
                  execute a Guaranty in favor of Lender and such Loan  Documents
                  as shall be required by Lender to create first  priority Liens
                  (subject to Liens  permitted  under  Section  8.2) in favor of
                  Lender in such  After-Acquired  Subsidiary's  assets  and such
                  other  documents  as  Lender  deems  reasonably  necessary  in
                  connection  with such actions and execute any other  amendment
                  to this Agreement as deemed necessary by Lender.

                  (h) Section 8.1 is hereby deleted,  and the following  Section
         8.1 is substituted in lieu thereof:

                           Section 8.1. Debt.  Borrower will not incur,  create,
                  assume, or permit to exist, and will not permit any Restricted
                  Subsidiary to incur,  create,  assume, or permit to exist, any
                  Debt, except:

                           (a)      Debt to Lender;

                           (b)      Existing  Debt  described  on  Schedule  8.1
                                    hereto;

                           (c)      Debt  incurred   pursuant  to  the  Stanford
                                    Limited Guaranty;

                           (d)      On and  after  the  Merger  Effective  Date,
                                    Superior Loans; and



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<PAGE>

                           (e)      Additional  Debt not to exceed  One  Hundred
                                    Thousand    Dollars    ($100,000)   in   the
                                    aggregate.


                  (i) Section 8.2 is hereby deleted,  and the following  Section
         8.2 is  substituted  in lieu thereof:  Section 8.2 Limitation on Liens.
         Borrower will not incur,  create,  assume, or permit to exist, and will
         not permit any  Restricted  Subsidiary  to incur,  create,  assume,  or
         permit  to  exist,  any  Lien  upon  any of its  property,  assets,  or
         revenues, whether now owned or hereafter acquired, except:

                           (a) Liens disclosed on the Schedule 8.2 hereto;

                           (b) Liens in favor of Lender;

                           (c)  Encumbrances   consisting  of  minor  easements,
                  zoning restrictions,  or other restrictions on the use of real
                  property  that  do  not  (individually  or in  the  aggregate)
                  materially affect the value of the assets  encumbered  thereby
                  or   materially   impair  the   ability  of  Borrower  or  the
                  Subsidiaries   to  use  such   assets   in  their   respective
                  businesses,  and  none of which is  violated  in any  material
                  respect by existing or proposed structures or land use;

                           (d)   Liens   for   taxes,   assessments,   or  other
                  governmental  charges  which are not  delinquent  or which are
                  being contested in good faith and for which adequate  reserves
                  have been established;

                           (e) Liens of  mechanics,  materialmen,  warehousemen,
                  carriers,   or  other   similar   statutory   Liens   securing
                  obligations  that  are not yet  due  and are  incurred  in the
                  ordinary course of business;

                           (f) Liens  resulting  from  good  faith  deposits  to
                  secure  payments of  workmen's  compensation  or other  social
                  security  programs  or to secure the  performance  of tenders,
                  statutory  obligations,  surety and  appeal  bonds,  bids,  or
                  contracts  (other than for payment of Debt), or leases made in
                  the ordinary course of business;

                           (g) On and after the  Merger  Effective  Date,  Liens
                  pursuant to Stanford  Loan  Documents  to secure the  Stanford
                  Limited  Guaranty  (provided  that at all times that any Liens
                  pursuant  to  this   subsection   (g)  exist,   the   Stanford
                  Intercreditor Agreement is in full force and effect); and

                           (h)  Purchase  money  Liens on  specific  property to
                  secure  Debt  used to  acquire  such  property  to the  extent
                  permitted in Section 8.1(e).


                  (j) Section 8.3 is hereby deleted,  and the following  Section
         8.3 is substituted in lieu thereof:

                           Section 8.3 Mergers, Etc. Borrower will not, and will
                  not permit any  Subsidiary  to,  become a party to a merger or
                  consolidation,  or  purchase or  otherwise  acquire all or any
                  part of the  assets  of any  Person  or any  shares  or  other



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<PAGE>

                  evidence of  beneficial  ownership of any Person,  or wind-up,
                  dissolve,  or liquidate;  provided that this Section 8.3 shall
                  not prohibit the Merger, unless a Default exists or any of the
                  conditions or requirements set forth in the Consent Letter are
                  not satisfied on or prior to the Merger Effective Date.

                  (k)  Section  8.10 is hereby  deleted in its  entity,  and the
         following new Section 8.10 is substituted in lieu thereof:

                           Section 8.10  Payment of Debt.  Borrower (a) will not
                  prepay,  and will not  permit  any  Restricted  Subsidiary  to
                  prepay,  any Debt,  except the  Obligations,  and (b) will not
                  make, and will not permit any  Restricted  Subsidiary to make,
                  any  payments  on the  Superior  Loans  other  than  Permitted
                  Subordinated Payments.

                  (l) The term "Subsidiary" in Sections 6.2, 6.4, 6.6, 6.7, 6.8,
         6.11,  6.15,  6.21, 8.4, 8.5, 8.8, 8.9, 8.11, 8.13, 8.14, 9.1, 9.2, and
         10.1(g) of the Loan  Agreement is hereby  deleted and replaced with the
         terms "Restricted Subsidiary".

                  (m)  Section  9.3 is hereby  deleted  in its  entity,  and the
         following new Section 9.3 is substituted in lieu thereof:

                           Section 9.3 Fixed Charge Coverage Ratio. Borrower and
                  its Restricted  Subsidiaries  shall not, as of the last day of
                  any fiscal  quarter  during the following  periods,  beginning
                  with the fiscal  quarter  ending on June 30, 2006,  permit the
                  ratio  of  (a)  EBITDA,   minus  Cash  Taxes,   minus  Capital
                  Expenditures   not  financed   with   Indebtedness   permitted
                  hereunder   (excluding  (i)  the  one-time  and  non-recurring
                  Capital  Expenditures related to (A) the opening of new payday
                  loan  stores in an amount not to exceed  $70,000,  and (B) the
                  expenses  related to the  opening of  Borrower's  new store in
                  Charleston,   South  Carolina  in  an  amount  not  to  exceed
                  $262,000, and (ii) such other Capital Expenditures approved in
                  writing  by  Lender,  in its  sole  discretion),  to (b)  Debt
                  Service,  in each case for the four (4) fiscal quarters ending
                  on the date of  determination,  to be less  than  1.25 to 1.0.
                  This  Section  9.3  shall  be based  on the  rolling  four (4)
                  quarter cash flow and debt service obligations of Borrower and
                  its Restricted Subsidiaries.

                  (n) The following Section 10.1(o) is hereby added to Article X
         of the Loan Agreement:

                           (o)  Borrower  or  Superior  shall  fail to  perform,
                  observe,  or  comply  with any  covenant,  agreement,  or term
                  contained in the  Stanford  Loan  Documents,  and such failure
                  continues   beyond  the  applicable  grace  periods  for  such
                  failure, if any, in the applicable Stanford Loan Documents.

                  (o)  Exhibit B (but not  Schedule A to Exhibit B)  attached to
         the Loan  Agreement is hereby deleted in its entirety and replaced with
         Exhibit B attached hereto.

         3.  Amendments to Revolving  Credit Note. The Revolving  Credit Note is
hereby  amended by deleting each reference to (a)  "2,500,000"  and replacing it
with  "3,000,000,"  and (b) "Two  Million  Five  Hundred  Thousand  Dollars" and
replacing it with "Three Million Dollars".



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<PAGE>

         4.  Acknowledgment  of  Lender.   Lender  acknowledges  that  upon  the
satisifaction  of the  conditions  to this  Amendment,  (a)  Paragraph  6 of the
Consent  Letter dated July 14, 2006,  executed by Lender (the "Consent  Letter")
will be sastisfied,  and (b) the $1,000,000  limititation set forth in Paragraph
6(g) of the Consent Letter will be waived by Lender.  This  acknowledgment  does
not serve to limit the terms or conditions  of any other  paragraph or provision
of the Consent Letter,  and Lender reserve the right to demand strict compliance
with other terms and conditions of the Consent Letter.

         5. 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 other 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.

         6.  Conditions  Precedent.  This Amendment shall not be effective until
(a) all  representations and warranties set forth in this Amendment are true and
correct,  (b)  Lender  receives  executed  copies  of the  following:  (i)  this
Amendment,  including the ratification  attached hereto;  (c) Lender receives an
amendment fee in the amount of Twenty Thousand Dollars  ($20,000)  together with
payment of the  estimated  reasonable  fees and  expenses  of  Lender's  counsel
incurred in connection with this Amendment in immediately  available  funds, (d)
Lender  receives a  certificate  of  incumbency  for  Borrower  certified by its
Secretary or an Assistant  Secretary of such Borrower certifying (i) the name of
each of its  officers who is  authorized  to sign this  Amendment  and the other
documents executed in connection therewith,  (ii) a true and correct copy of the
resolutions of the directors of such Borrower which  authorize its execution and
delivery  of this  Amendment  and the other  documents  executed  in  connection
therewith,  and the  performance  of the Loan Documents as amended  hereby,  and
(iii) that the charter and bylaws of such  Borrower  have not been amended since
December  22,  2005,  and  that the same are  still in  effect,  and (e)  Lender
receives satisfactory certificates of existence and good standing for Borrower.

         7. 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.

         8. Representations.  Borrower represents and warrants to Lender that as
of the date of this  Amendment:  (a) this Amendment and the other Loan Documents
to be delivered under this Amendment have 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



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<PAGE>

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; and (f) after giving effect to this Amendment,  no Default or Event of
Default exists.

         9.  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.

         10. 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 Note any amount in excess of
interest  calculated  at the  Maximum  Lawful  Rate,  and, in the event that any
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 the applicable 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 the
applicable  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.

         11.  ENTIRETIES.  THE  LOAN  AGREEMENT  AS  AMENDED  BY THIS  AMENDMENT
REPRESENTS THE FINAL  AGREEMENT  BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF
THE LOAN AGREEMENT 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.

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

                  [Remainder of Page Intentionally Left Blank;
                           Signature Pages to Follow]



                                       8
<PAGE>

         Signature  Page to First  Amendment  to Loan  Agreement  and Other Loan
Documents EXECUTED as of the date first stated above.

                                      BORROWER:

                                      DGSE COMPANIES, INC., a Nevada corporation



                                      By: s/ William H. Oyster
                                         ---------------------
                                         William H. Oyster, President


LENDER:

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION,
a national banking association


By: s/ Paul Howell
   ---------------
    Paul Howell, Senior Vice President
















<PAGE>

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, as
amended  hereby,  and  (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.

                                        GUARANTORS:


                                        By: /s/ L.S. Smith
                                           -------------------------------------
                                           L.S. Smith, as an individual


                                        DGSE CORPORATION


                                        By:
                                           -------------------------------------

                                        By: /s/ William H. Oyster
                                           -------------------------------------
                                           William H. Oyster, President


                                        NATIONAL JEWELRY EXCHANGE, INC.


                                        By:
                                           -------------------------------------

                                        By: /s/ William H. Oyster
                                           -------------------------------------
                                           William H. Oyster, President


                                        CHARLESTON GOLD & DIAMOND
                                        EXCHANGE, INC.

                                        By:
                                           -------------------------------------

                                        By: /s/ William H. Oyster
                                           -------------------------------------
                                           William H. Oyster, President


                                        AMERICAN PAY DAY CENTERS, INC.

                                        By:
                                           -------------------------------------

                                        By: /s/ John Benson
                                           -------------------------------------
                                           John Benson, Secretary




<PAGE>

                                    EXHIBIT B
                                    ---------

                             COMPLIANCE CERTIFICATE
                             ----------------------


FOR QUARTER/PERIOD ENDED ________________________ (THE "SUBJECT PERIOD")


LENDER:           TEXAS CAPITAL BANK, National Association

BORROWER:         DGSE COMPANIES, INC., a Nevada corporation

         This  certificate is delivered under the Loan Agreement (as amended and
modified  from time to time,  the  "Agreement")  dated as of December  22, 2005,
between  Parent,  Borrower  and  Lender.  Capitalized  terms  when  used in this
certificate shall,  unless otherwise  indicated,  have the meanings set forth in
the Agreement.  On behalf of Parent and Borrower,  the undersigned  certifies to
Lender that, on the date of this  certificate,  (a) the financial  Statements of
Parent and Borrower  attached to this  certificate  were  prepared in accordance
with GAAP, and present fairly the financial  condition and results of operations
of Parent and Borrower,  with  Superior and its  consolidated  Subsidiaries  and
without Superior and its consolidated Subsidiaries, as applicable, as of the end
of and for the  Subject  Period,  (b) no Default  or Event of Default  currently
exists or has occurred which has not been cured or waived by Lender, and (c) the
status of  compliance  by Parent and  Borrower  with  certain  covenants  of the
Agreement at the end of the Subject Period is as set forth below:


                                                            In Compliance as of
                                                           End of Subject Period
                                                             (Please Indicate)

1.    Financial Statements and Reports

      (a)   Provide  annual  audited FYE financial  statements     Yes    No
            within 90 days after the last day of each year.

      (b)   Provide quarterly  financial  statements within 30     Yes    No
            days after the last day of each quarter.

      (c)   Provide  monthly  financial  statements  within 30     Yes    No
            days after the last day of each month.

      (d)   Provide   a   monthly   Compliance    Certificate,     Yes    No
            Borrowing  Base Report,  inventory  Yes No report,
            Pawn Loan report, and summary accounts  receivable
            aging,  within 30 days  after the last day of each
            month.

      (e)   Provide Long Term Inventory  Report within 30 days     Yes    No
            after June 30 and December 31.

      (f)   Provide other required reporting timely.               Yes    No

2.    Subsidiaries                                                 Yes    No
      None except as listed on Schedule 2

3.    Additional Indebtedness                                      Yes    No
      None,  except  Indebtedness  permitted by Section 8.1 of
      the Agreement.



<PAGE>

4.    Liens and Encumbrances; Negative Pledge Agreements           Yes    No
      None at any time,  except Liens permitted by Section 8.2
      of the agreement
                                                                   Yes    No
5.    Limitation of Acquisitions and Mergers.
      None except those permitted by Section 8.3 of the
      Agreement.

6.    Dividends and Stock Repurchase.                              Yes    No
      None, except as permitted by Section 8.4 of the
      Agreement.

7.    Loans and Investments                                        Yes    No
      None, except those permitted by Section 8.5 of the
      Agreement.

8.    Issuance of Equity                                           Yes    No
      None, except issuances permitted by Section 8.6 of the
      Agreement.

9.    Affiliate Transactions                                       Yes    No
      None, except issuances permitted by Section 8.7 of the
      Agreement.

10.   Disposal of Assets other than in the Ordinary Course of      Yes    No
      Business
      (Section 8.8 of the Agreement). None at any time without
      prior written consent of Lender.

11.   Sale and Leaseback Transactions (Section 8.9 of the          Yes    No
      Agreement).
      None at any time without prior written consent of Lender.

12.   Prepayment of Debt   (Section 8.10 of the Agreement).        Yes    No
      None at any time without prior written consent of Lender.

13.   Changes in Nature of Business  (Section 8.11 of the          Yes    No
      Agreement).
      None at any time without prior written consent of Lender.

14.   Environmental Laws  (Section 8.12 of the Agreement).         Yes    No
      No activity likely to cause violations.

15.   Changes in Fiscal Year; Accounting Practices                 Yes    No
      (Section 8.13 of the Agreement).
      None at any time without prior written consent of Lender.

16.   No Negative Pledge  (Section 8.14 of the Agreement).         Yes    No
      None.


18.   Fixed Charge Coverage Ratio                                  Yes    No
      Minimum of 1:25 to 1.00.  (Defined as current assets
      divided by current liabilities).

      FCCR =($__________ - $_________ - $ _______) / Debt Service ($_____)
              EBITDA     Cash Taxes       Capital Expenditures
                                          not   financed    with    Indebtedness
                                          permitted  under the Credit  Agreement
                                          (excluding   (i)  the   one-time   and
                                          non-recurring   Capital   Expenditures
                                          related  to  (A)  the  opening  of new
                                          payday loan stores in an amount not to
                                          exceed  $70,000,  and (B) the expenses
                                          related to the  opening of  Borrower's
                                          new   store   in   Charleston,   South
                                          Carolina  in an  amount  not to exceed
                                          $262,000,  and (ii) such other Capital
                                          Expenditures  approved  in  writing by
                                          Lender, in its sole discretion)

         (INCLUDE SCHEDULE A HERETO FOR ITEM 18)

19.   Tangible Net Worth (TNW)
      Minimum of $4,750,000 at all times.  (TNW is defined         Yes    No
      as consolidated total stockholders' equity plus
      Subordinated Debt less intangible  assets).

20.   Leverage Ratio. Maximum of 1.50 to 1.00                      Yes    No

         _______________  -  _________________/
         Liabilities         Subordinated Debt

         _______________  =  _________________
         Tangible
         Net Worth


                                                  DGSE COMPANIES, INC., a Nevada
                                                  corporation


                                                  By:
                                                     ---------------------------
                                                     Name:
                                                     Title: