<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>5
<FILENAME>dgse8kex24010907.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>

                                                                     Exhibit 2.4

NEITHER THIS WARRANT NOR THE WARRANT SHARES (AS  HEREINAFTER  DEFINED) HAVE BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR THE
SECURITIES  LAWS OF ANY STATE.  THIS WARRANT AND THE WARRANT SHARES MAY BE SOLD,
OFFERED  FOR  SALE,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  ONLY IN
COMPLIANCE  WITH THE ACT AND SUCH LAWS.  THIS LEGEND SHALL BE ENDORSED  UPON ANY
WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.



                                                                Warrant No. ____

                                     WARRANT
                       For the Purchase of Common Stock of
                              DGSE COMPANIES, INC.
                              a Nevada corporation

         VOID AFTER 5:00 P.M., EASTERN STANDARD TIME, ON ________, 2014.


_________ Shares                                                 _________, 2007


     FOR VALUE RECEIVED,  DGSE COMPANIES,  INC., a Nevada corporation  (together
with  its   successors,   the   "Company"),   hereby   certifies  that  STANFORD
INTERNATIONAL BANK LTD. (the "Holder") is entitled, subject to the provisions of
this Warrant,  to purchase from the Company up to  ___________  shares of common
stock (the "Common Shares"),  par value $0.01 per share ("Common Stock"), of the
Company,  at an initial  exercise  price equal to $______ per Common  Share (the
"Exercise  Price"),  during the period commencing  ________,  2007 (the "Date of
Issuance") and expiring at 5:00 P.M.,  Eastern Standard time, on ________,  2014
(the "Expiration Date").

     The  number  of Common  Shares to be  received  upon the  exercise  of this
Warrant may be adjusted from time to time as hereinafter  set forth.  The Common
Shares  deliverable  upon such exercise,  or the  entitlement  thereto upon such
exercise,  and as so  adjusted  from  time to time,  are  hereinafter  sometimes
referred to as "Warrant  Shares".  The  warrants  issued on the same date hereof
bearing the same terms and  conditions  as this  Warrant  shall be  collectively
referred to as the "Warrants".

     The Holder agrees with the Company that this Warrant is issued, and all the
rights  hereunder shall be held subject to, all of the  conditions,  limitations
and provisions set forth herein.

     1.   EXERCISE OF WARRANT

         (a)  By  Payment  of  Cash.  This  Warrant  may  be  exercised  by  its
presentation  and  surrender  to the  Company at its  principal  office (or such
office or agency of the  Company  as it may  designate  in writing to the Holder
hereof),  commencing on the Date of Issuance and expiring at 5:00 P.M.,  Eastern
Standard time, on the Expiration  Date, with the Warrant  Exercise Form attached
hereto duly completed and executed and accompanied by payment (either in cash or
by certified or official bank check or by wire transfer, payable to the order of
the  Company) of the Exercise  Price for the number of shares  specified in such
form.


                                      -1-
<PAGE>

     The Company  agrees that the Holder hereof shall be deemed the record owner
of such  Common  Shares as of the close of  business  on the date on which  this
Warrant  shall have been  presented  and payment made for such Common  Shares as
aforesaid whether or not the Company or its transfer agent is open for business.
Certificates for the Common Shares so purchased shall be delivered to the Holder
hereof  within a  reasonable  time,  not  exceeding  15 days,  after the  rights
represented by this Warrant shall have been so exercised. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation,  execute and deliver a new  Warrant of like tenor  evidencing  the
rights of the Holder  hereof to purchase  the balance of the shares  purchasable
hereunder as soon as reasonably practicable.

     Notwithstanding  anything to the contrary set forth above, each exercise of
this  Warrant  shall cover at least the lesser of (i) 10,000  Common  Shares (as
adjusted for stock splits, stock dividends, combinations and the like), and (ii)
the total number of Common Shares then subject to the Warrant.

         (b)  Cashless  Exercise.  In lieu of the  payment  method  set forth in
Section 1(a) above,  if the Common Stock is then traded or listed on a Principal
Market (as defined below),  the Holder may elect to exchange all or some of this
Warrant for the Common  Shares  equal to the value of the amount of this Warrant
being  exchanged on the date of exchange.  If the Holder elects to exchange this
Warrant as provided in this Section 1(b), the Holder shall tender to the Company
this Warrant for the amount  being  exchanged,  along with the Warrant  Exercise
Form  attached  hereto duly  completed  and  executed  indicating  the  Holder's
election to exchange some or all of this Warrant, and the Company shall issue to
the Holder the number of Common Shares computed using the following formula:


                                    X =    Y x (A - B)
                                         ----------------
                                                A

     Where:   X =    The number of Common Shares to be issued to the Holder.

                     Y =   The number of Common Shares for which this Warrant is
                           being exercised (as adjusted to
                           the date of such calculation).

                     A =   The Market Price (as defined below) of one Common
                           Share.

                     B =   The Exercise Price (as adjusted to the date of
                           such calculation).

     The Warrant  exchange shall take place on the date specified in the form of
notice or if the date the notice is  received  by the  Company is later than the
date specified in the notice, on the date the notice is received by the Company.

     As used herein, the term "Market Price" at any date shall be the arithmetic
mean of the last  reported  sale price or closing price for the most recent five
consecutive  Trading Days ending on such date (or, if such date is not a Trading
Day, the next preceding Trading Day) on which trading occurred on such Principal
Market in the Common  Stock;  the term  "Trading Day" means any day other than a
Saturday or a Sunday on which the Company's Principal Market is open for trading
in equity  securities;  and the term "Principal Market" means the Nasdaq Capital
Market,  the New York Stock  Exchange,  the Nasdaq Global  Market,  the American
Stock Exchange, the OTC Bulletin Board or any other national securities exchange
registered  under Section 6 of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  whichever is at the time the principal  trading exchange,
market or inter-dealer or automated quotation system for the Common Stock.


                                      -2-
<PAGE>

         (c) "Easy Sale"  Exercise.  In lieu of the payment  method set forth in
Section 1(a) above, when permitted by law and applicable  regulations (including
rules of the Nasdaq and National  Association of Securities  Dealers  ("NASD")),
the Holder may pay the aggregate  Exercise Price (the "Exercise Amount") through
a "same day sale"  commitment from the Holder (and if applicable a broker-dealer
that is a member of the NASD (an "NASD Dealer")), whereby the Holder irrevocably
elects to exercise this Warrant and to sell a portion of the shares so purchased
to pay the Exercise  Amount and the Holder (or, if applicable,  the NASD Dealer)
commits  upon sale (or, in the case of the NASD  Dealer,  upon  receipt) of such
shares to forward the Exercise Amount directly to the Company.

     2. COVENANTS BY THE COMPANY

     The Company covenants and agrees as follows:

         (a)  Reservation  of Shares.  During the period within which the rights
represented by this Warrant may be exercised,  the Company shall,  at all times,
reserve and keep available out of its authorized  capital stock,  solely for the
purposes of issuance upon  exercise of this  Warrant,  such number of its Common
Shares as shall be issuable  upon the exercise of this  Warrant.  If at any time
the number of  authorized  Common  Shares shall not be  sufficient to effect the
exercise of this Warrant,  the Company will take such corporate action as may be
necessary to increase its authorized  but unissued  Common Shares to such number
of shares as shall be  sufficient  for such  purpose.  The  Company  shall  have
analogous  obligations with respect to any other securities or property issuable
upon exercise of this Warrant.

         (b) Valid  Issuance,  etc.  All Common  Shares which may be issued upon
exercise of the rights represented by this Warrant included herein will be, upon
payment in full thereof,  validly issued,  fully paid,  non-assessable  and free
from all liens of the Company.

         (c) Taxes.  All original issue taxes payable in respect of the issuance
of Common  Shares upon the  exercise of the rights  represented  by this Warrant
shall be borne by the Company,  but in no event shall the Company be responsible
or liable for income  taxes or transfer  taxes upon the  issuance or transfer of
this Warrant or the Warrant Shares. The Company shall not be required to pay any
tax or other charge  imposed in  connection  with any  transfer  involved in the
issuance of any certificate for Common Shares in any name other than that of the
Holder of this  Warrant,  and in such case the Company  shall not be required to
issue or  deliver  any stock  certificate  or  security  until such tax or other
charge has been paid, or it has been  established  to the  Company's  reasonable
satisfaction that no tax or other charge is due.

         (d)  Fractional  Shares.  The  Company  shall not be  required to issue
certificates  representing fractions of Common Shares. In lieu of any fractional
interests,  the Company  shall make a cash payment  equal to the Exercise  Price
multiplied by such fraction.

     3.   EXCHANGE OR ASSIGNMENT OF WARRANT

     This Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company for other warrants of like
tenor but  different  denominations,  entitling  the Holder to  purchase  in the
aggregate the same number of Common Shares then purchasable  hereunder.  Subject
to the provisions of this Warrant and the receipt by the Company of any required
representations  and  agreements,  upon surrender of this Warrant to the Company
with the Warrant  Assignment Form annexed hereto duly completed and executed and
funds sufficient to pay any transfer tax or charge,  the Company shall,  without
additional charge, execute and deliver a new warrant in the name of the assignee
named in such  instrument  of  assignment  and this  Warrant  shall  promptly be
canceled. In the event of a partial assignment of this Warrant, the new warrants


                                      -3-
<PAGE>

issued to the assignee and the Holder shall in the aggregate be exercisable  for
the same  number of Common  Shares as the  number of Common  Shares  purchasable
under this Warrant at the time of the partial assignment.

     4.   RIGHTS OF THE HOLDER

     The Holder shall not, by virtue hereof,  be entitled to any voting or other
rights of a  stockholder  of the  Company,  either at law or in equity,  and the
rights of the Holder are limited to those expressed in this Warrant.

     5.   ADJUSTMENT OF EXERCISE PRICE

         (a) Common Stock Dividends; Common Stock Splits;  Reclassification.  If
the  Company,  at any time while this  Warrant is  outstanding,  shall (a) pay a
stock dividend on its Common Stock, (b) split or subdivide outstanding shares of
Common  Stock into a larger  number of shares (or  reverse  split or combine the
outstanding shares of Common Stock into a smaller number of shares) or (c) issue
by reclassification of shares of Common Stock any shares of capital stock of the
Company,  then (i) the Exercise  Price shall be  multiplied  by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
prior to such event and the  denominator  of which shall be the number of shares
of Common  Stock  outstanding  after such event and (ii) the number of shares of
the Warrant  Shares shall be  multiplied  by a fraction,  the numerator of which
shall be the number of shares of Common Stock outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
outstanding  immediately  prior to such event.  Any adjustment  made pursuant to
this Section 5(a) shall become effective  immediately  after the record date for
the  determination  of  stockholders   entitled  to  receive  such  dividend  or
distribution or, in the case of a subdivision or re-classification, shall become
effective immediately after the effective date thereof.

         (b) Rights; Options;  Warrants or Other Securities.  If the Company, at
any time while  this  Warrant is  outstanding,  shall fix a record  date for the
issuance of rights, options,  warrants or other securities to all the holders of
its Common  Stock  entitling  them to  subscribe  for or  purchase,  convert to,
exchange for or otherwise acquire shares of Common Stock for no consideration or
at a price per share less than the Exercise  Price,  the Exercise Price shall be
multiplied  by a fraction,  the numerator of which shall be the number of shares
of Common Stock outstanding  immediately prior to such issuance or sale plus the
number of shares of Common Stock which the aggregate  consideration  received by
the Company (including the exercise price paid for Convertible Securities) would
purchase at the Exercise Price, and the denominator of which shall be the number
of shares of Common Stock  outstanding  immediately  prior to such issuance date
plus the number of additional  shares of Common Stock offered for  subscription,
purchase,  conversion,  exchange  or  acquisition,  as the  case  may  be.  Such
adjustment  shall be made  whenever  such  rights,  options,  warrants  or other
securities are issued,  and shall become effective  immediately after the record
date for the  determination  of  stockholders  entitled to receive  such rights,
options, warrants or other securities.

         (c) Subscription Rights. If the Company, at any time while this Warrant
is outstanding,  shall fix a record date for the  distribution to holders of its
Common  Stock,  evidence  of its  indebtedness  or  assets or  rights,  options,
warrants or other security (excluding those referred to in Sections 5(a) or 5(b)
above and  excluding  Excluded  Securities)  entitling  them to subscribe for or
purchase,  convert to, exchange for or otherwise  acquire any security,  then in
each such case the Exercise  Price at which this  Warrant  shall  thereafter  be
exercisable  shall be determined  by  multiplying  the Exercise  Price in effect
immediately  prior to such  record date by a fraction,  the  numerator  of which
shall be the  per-share  Market  Price on such  record  date  less the then fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one outstanding share of Common Stock


                                      -4-
<PAGE>

as determined by the Board of Directors in good faith,  and the  denominator  of
which shall be the per-share Market Price as of such record date.

         (d) Rounding.  All  calculations  under this Section 5 shall be made to
the nearest 1/10th of a cent or the nearest  l/100th of a share, as the case may
be.

         (e) Notice of  Adjustment.  Whenever  the  Exercise  Price is  adjusted
pursuant to this Section 5, the Company shall  promptly  deliver to the Holder a
notice setting forth the Exercise Price after such  adjustment and setting forth
a brief statement of the facts requiring such  adjustment.  Such notice shall be
signed by the chairman,  chief executive  officer,  chief  operating  officer or
chief financial officer of the Company.

         (f)  Treasury  Shares.  For  purposes of this  Section 5, the number of
shares of Common Stock  outstanding  at any given time shall not include  shares
owned or held by or for the account of the Company,  and the  disposition of any
shares so owned or held shall be  considered an issue or sale of Common Stock by
the Company.

         (g) Change of Control;  Compulsory  Share Exchange.  In case of (A) any
Change of Control  Transaction  (as defined below) or (B) any  compulsory  share
exchange  pursuant to which the Common Stock is converted into other securities,
cash or property (each, an "Event"),  lawful  provision shall be made (which may
be conditioned  upon the surrender and exchange of this Warrant for a warrant of
like  tenor,  subject to such  adjustments  as may be  reasonably  necessary  to
account for the applicable transaction,  including proportionate  adjustments to
the  Exercise  Price) so that the  Holder  shall  have the right  thereafter  to
exercise  this  Warrant  for  shares  of stock and  other  securities,  cash and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following  such  Event,  and the  Holder  shall be  entitled  upon such Event to
receive  upon  exercise  hereof  such  amount  of  shares  of  stock  and  other
securities,  cash or property  as the shares of the Common  Stock of the Company
into which this  Warrant  could have been  exercised  immediately  prior to such
Event  (without  taking into  account any  limitations  or  restrictions  on the
exercisability of this Warrant) would have been entitled.  The terms of any such
Event shall include such terms so as to continue to give to the Holder the right
to receive the securities,  cash or property set forth in this Section 5(g) upon
any exercise or redemption  following  such Event,  and, in the case of an Event
specified in clause (A) above,  the  successor  corporation  or other entity (if
other  than  the  Company)  resulting  from  such   reorganization,   merger  or
consolidation,  or the person acquiring the properties and assets, or such other
controlling corporation or entity as may be appropriate,  shall expressly assume
the  obligation  to deliver the  securities  or other assets which the Holder is
entitled  to  receive  hereunder.  The  provisions  of this  Section  5(g) shall
similarly apply to successive Events.  "Change of Control Transaction" means the
occurrence  of any (i)  merger  or  consolidation  of the  Company  with or into
another entity, unless the holders of the Company's securities immediately prior
to such  transaction or series of transactions  continue to hold at least 50% of
such securities following such transaction or series of transactions,  or (ii) a
sale, conveyance,  lease, transfer or disposition of all or substantially all of
the assets of the Company in one or a series of related transactions.

         (h) Issuances  Below Exercise  Price.  Subject to the last paragraph of
this  Section  5(h),  if  the  Company,  at  any  time  while  this  Warrant  is
outstanding:

             (i)  issues or sells,  or is  deemed  to have  issued or sold,  any
Common Stock (other than any Excluded Securities (as defined below));

             (ii) in any manner  grants,  issues or sells any  rights,  options,
warrants,  options to subscribe for or to purchase  Common Stock or any stock or
other  securities  convertible into or exchangeable for Common Stock (other than
any Excluded  Securities) (such rights,  options or warrants being herein called


                                      -5-
<PAGE>

"Options" and such convertible or exchangeable  stock or securities being herein
called "Convertible  Securities") or reprices of any of the Company's issued and
outstanding Options or Convertible  Securities (other than reprices triggered by
the  issuance of this  Warrant or any other  warrants  being  issued on the date
hereof); or

             (iii) in any  manner  issues  or sells any  Convertible  Securities
(other than any Excluded Securities);

for (a) with  respect to  paragraph  (i) above,  a price per share,  or (b) with
respect to  paragraphs  (ii) or (iii) above,  a price per share for which Common
Stock is issuable upon the exercise of such Options (together with the price per
optioned  share,  if  any,  paid  for the  issuance  of  such  Options)  or upon
conversion or exchange of such Convertible Securities;  in either case, which is
less than the Exercise  Price in effect  immediately  prior to such  issuance or
sale, then,  immediately after such issuance,  sale or grant, the Exercise Price
shall be  adjusted  by  multiplying  the  Exercise  Price  then in  effect  by a
fraction,  (x) the  numerator  of which  shall be the sum of (1) the  number  of
shares of Common Stock outstanding immediately prior to such issue or sale, plus
(2) the  number  of shares of Common  Stock  which the  aggregate  consideration
received  by the  Company  for  such  Common  Stock or  Convertible  Securities,
together with any  consideration  receivable  upon the exercise or conversion of
such  Convertible  Securities,  then issued would purchase at the Exercise Price
then in effect;  and (y) the  denominator of which shall be the number of shares
of Common Stock outstanding immediately after such issue or sale plus the number
of shares of Common  Stock then  issued or  issuable  upon the  exercise  of any
Convertible  Securities then issued. No modification of the issuance terms shall
be made upon the  actual  issuance  of such  Common  Stock  upon  conversion  or
exchange of such Options or Convertible Securities.

     "Excluded  Securities"  means (i) options to be granted pursuant to a stock
option  plan  approved  by  the  stockholders  of  the  Company  or by  Stanford
International  Bank Ltd.  ("Stanford"),  (ii) shares of Common Stock issued upon
conversion or exercise of warrants, options or other securities convertible into
Common  Stock  which are or become  outstanding  on the date hereof or which are
described in clause (i) next above,  (iii) shares of Common Stock or  securities
convertible  into or exercisable  for shares of Common Stock issued or deemed to
be issued by the  Company in  connection  with a  strategic  acquisition  by the
Company of the assets or business,  or division thereof, of another entity which
acquisition  has been approved by Stanford in writing or by the  stockholders of
the  Company,  (iv)  issuances  of rights in  connection  with the adoption of a
stockholder rights plan, or (v) any other issuance of securities  referred to in
Sections 5(a), 5(b) or 5(c) above.

     Notwithstanding  anything  herein to the contrary,  no adjustment  shall be
made to the Exercise Price  hereunder as a result of the first 100,000 shares of
Common Stock issued or issuable  upon the exercise of Options or the  conversion
or  exchange  of  Convertible  Securities  issued  during any fiscal year of the
Company  while this  Warrant is  outstanding.  If this amount is exceeded in any
such fiscal year,  the Exercise  Price shall be adjusted in accordance  with the
provisions  hereof  based  solely  on the  shares of  Common  Stock  sold or the
exercise  price or conversion  price of the Options and  Convertible  Securities
issued,  as  applicable,  thereafter,  without any  adjustment in respect of the
initial 100,000 shares of Common Stock, Options or Convertible Securities issued
in such fiscal year.

         (i)  Effect on  Exercise  Price of  Certain  Events.  For  purposes  of
determining the adjusted  Exercise Price under Section 5(h), the following shall
be applicable:

             (i)  Calculation of  Consideration  Received.  If any Common Stock,
Options  or  Convertible  Securities  are  issued or sold or deemed to have been
issued or sold for cash, the  consideration  received therefor will be deemed to
be the gross amount  received by the Company  therefor,  without  deducting  any
expenses  paid or incurred by the Company or any  commissions  or  compensations


                                      -6-
<PAGE>

paid or  concessions  or discounts  allowed to  underwriters,  dealers or others
performing  similar  services in connection with such issue or sale. In case any
Common  Stock,  Options  or  Convertible  Securities  are  issued  or sold for a
consideration  other than cash, the amount of the consideration  other than cash
received by the  Company  will be the fair value of such  consideration,  except
where such  consideration  consists of securities listed or quoted on a national
securities  exchange or national  quotation  system, in which case the amount of
consideration  received by the  Company  will be the  arithmetic  average of the
closing sale price of such  security for the five (5)  consecutive  trading days
immediately  preceding  the date of receipt  thereof.  In case any Common Stock,
Options or Convertible  Securities are issued to the owners of the non-surviving
entity in  connection  with any  merger in which the  Company  is the  surviving
entity, the amount of consideration therefor will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be. The fair value of any consideration  other than cash or such listed
or quoted  securities will be determined in good faith by the Board of Directors
of the Company.

             (ii)  Integrated  Transactions.  In case any  Option  is  issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for an aggregate consideration of $.002.

             (iii) Record Date.  If the Company takes a record of the holders of
Common  Stock for the  purpose of  entitling  them (a) to receive a dividend  or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

             (iv) Other Events.  If any event occurs that would adversely affect
the rights of the Holder of this  Warrant but is not  expressly  provided for by
this  Section  5  (including,   without   limitation,   the  granting  of  stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the
Exercise  Price so as to protect  the rights of the Holder;  provided,  however,
that no such adjustment will increase the Exercise Price.

         (j) Notice of Certain Events. If:

             (i)  the   Company   shall   declare  a  dividend   (or  any  other
distribution) on its Common Stock;

             (ii) the Company shall declare a special nonrecurring cash dividend
on or a redemption of its Common Stock;

             (iii) the Company  shall  authorize  the granting to the holders of
all of its Common  Stock  rights or warrants to  subscribe  for or purchase  any
shares of capital stock of any class or of any rights  (other than  issuances of
rights in connection with the adoption of a stockholder rights plan);

             (iv) the  approval  of any  stockholders  of the  Company  shall be
required in connection with any capital reorganization,  reclassification of the
Company's  capital stock, any  consolidation or merger to which the Company is a
party,  any sale or  transfer of all or  substantially  all of the assets of the
Company,  or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property; or


                                      -7-
<PAGE>

             (v) the  Company  shall  authorize  the  voluntary  or  involuntary
dissolution, liquidation or winding up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of exercise of this Warrant,  and shall cause to be delivered to the
Holder,  at least 10 calendar days prior to the  applicable  record or effective
date  hereinafter  specified,  a notice  (provided  the  Company may exclude any
information which it deems to be material  non-public  information)  stating (a)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the  holders of Common  Stock of record to be  entitled  to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined,  or (b) the date on  which  such  reorganization,  reclassification,
consolidation,  merger,  sale,  transfer or share exchange is expected to become
effective  or close,  and the date as of which it is  expected  that  holders of
Common  Stock of record  shall be entitled to  exchange  their  shares of Common
Stock  for   securities,   cash  or  other   property   deliverable   upon  such
reorganization, reclassification, consolidation, merger, sale, transfer or share
exchange;  provided, however, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action  required to be specified in such notice.  Nothing  herein shall prohibit
the Holder from exercising  this Warrant during the 10-day period  commencing on
the date of such notice.

         (k) Increase in Exercise Price. In no event shall any provision in this
Section 5 cause the Exercise  Price to be greater than the Exercise Price on the
date  of  issuance  of  this  Warrant,  except  for a  reverse  split  or  other
combination of the  outstanding  shares of Common Stock into a smaller number of
shares as  referenced  in Section  5(a) above.  Notwithstanding  anything to the
contrary in this Section 5, in the event of any adjustment of the Exercise Price
or in the  securities  into which this  Warrant may be  exercised,  the Exercise
Price shall be increased as necessary  such that the Exercise Price shall be not
less than the par value of the  shares of capital  stock for which this  Warrant
may be exercised.

     6.   INVESTMENT INTENT

     Unless,  prior to the exercise of the Warrant,  the issuance of the Warrant
Shares has been registered with the Securities and Exchange  Commission pursuant
to the Securities Act of 1933, as amended (the  "Securities  Act"),  the Warrant
Exercise  Form shall be  accompanied  by a  representation  of the Holder to the
Company to the effect that such shares are being acquired for investment and not
with a view to the  distribution  thereof,  and such other  representations  and
documentation  as may be  required  by the  Company,  unless in the  opinion  of
counsel to the  Company  such  representations  or other  documentation  are not
necessary to comply with the Securities Act.

     7.   RESTRICTIONS ON TRANSFER

         (a)  Transfer to Comply with the  Securities  Act.  Holder  understands
that, unless a registration statement relating to the resale of this Warrant and
the Warrant  Shares  shall then be  effective  under the  Securities  Act,  this
Warrant and the Warrant Shares shall be "restricted securities" (as that term is
defined in Rule 144 promulgated under the Securities Act).  Neither this Warrant
nor any Warrant Shares or other securities  issuable upon exercise hereof may be
sold,  assigned,  pledged,  transferred  or  otherwise  disposed  of  except  in
compliance with applicable  state  securities or "blue sky" laws and as follows:
(1) to a person who, in the opinion of counsel satisfactory to the Company, is a
person to whom this  Warrant or the Warrant  Shares may  legally be  transferred
without  registration and without the delivery of a current prospectus under the
Securities  Act  with  respect  thereto  and then  only  against  receipt  of an
agreement  of such person to comply with the  provisions  of this Section 7 with
respect to any resale, assignment, pledge, transfer or other disposition of such


                                      -8-
<PAGE>

securities;  or (2) to any person upon delivery of a prospectus then meeting the
requirements  of the Securities Act relating to such securities and the offering
thereof for such sale, assignment, pledge, transfer or other disposition.

         (b) Legend.  Subject to the terms hereof, upon exercise of this Warrant
and the  issuance of the Warrant  Shares,  all  certificates  representing  such
Warrant Shares (or other securities  issuable  hereunder) shall bear on the face
or  reverse  thereof  substantially  the  following  legend (or  another  legend
substantially  in such form as the transfer  agent for the Company may from time
to time use generally on certificates  evidencing  restricted  securities of the
Company):

     THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT
     BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
     SOLD, TRANSFERRED,  HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A
     REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE
     UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR
     THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS
     OF SUCH ACT IS AVAILABLE.

     8.   REPRESENTATIONS AND WARRANTIES OF HOLDER

     In  connection  with the  issuance  of this  Warrant,  Holder  specifically
represents and warrants to the Company by acceptance of this Warrant as follows:

         (a) If an entity,  Holder is duly  organized,  validly  existing and in
good standing under the laws of its  jurisdiction of incorporation or formation,
and has the  requisite  entity  power and  authority to exercise the Warrant and
purchase the Warrant Shares.

         (b)  Holder is an  "accredited  investor"  as  defined  in Rule  501(a)
promulgated  under the  Securities  Act, and is not a  registered  broker-dealer
under Section 15 of the Exchange Act.

         (c) Holder, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the  prospective  investment
in this  Warrant and,  upon  exercise  hereof,  the Warrant  Shares,  and has so
evaluated the merits and risks of such  investment.  The  undersigned is able to
bear the economic risk of an  investment in this Warrant and the Warrant  Shares
and, at the present time, is able to afford a complete loss of such investment.

         (d) Holder is aware of the  Company's  business  affairs and  financial
condition, and has acquired information about the Company sufficient to reach an
informed and knowledgeable decision to acquire this Warrant.

         (e) Holder is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection  with, any
"distribution" thereof in violation of the Securities Act.

         (f) Holder is not  acquiring  this  Warrant or  purchasing  any Warrant
Shares as a result of any advertisement,  article, notice or other communication
regarding  this  Warrant  or the  Warrant  Shares  published  in any  newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any seminar or any other general solicitation or general advertisement.

         (g) Holder understands that neither this Warrant nor the Warrant Shares
has been registered under the Securities Act and neither may be offered, resold,


                                      -9-
<PAGE>

pledged or  otherwise  transferred  except (i)  pursuant  to an  exemption  from
registration  under the Securities Act or pursuant to an effective  registration
statement  in  compliance  with Section 5 under the  Securities  Act, or (ii) in
accordance  with all applicable  securities and "blue sky" laws of the states of
the United States and other jurisdictions.  Holder is aware of the provisions of
Rule 144 promulgated under the Securities Act.

         (h) To the extent a registration  statement under the Securities Act is
not in effect, Holder understands and acknowledges that (i) this Warrant is, and
the Warrant Shares (if any) will be, issued and sold to it without  registration
under the Securities in a private placement that is exempt from the registration
provisions  of the  Securities  , and (ii) the  availability  of such  exemption
depends in part on, and that the Company and its  counsel is relying  upon,  the
accuracy and  truthfulness  of the foregoing  representations  and Holder hereby
consents to such reliance.

     9.   LOST, STOLEN OR DESTROYED WARRANTS

     In the event that the Holder certifies to the Company that this Warrant has
been lost,  stolen or destroyed  and provides (a) a letter,  in form  reasonably
satisfactory  to the Company,  to the effect that it will  indemnify the Company
from any loss  incurred by it in connection  therewith,  and/or (b) an indemnity
bond in such amount as is reasonably required by the Company, the Company having
the option of electing  either (a) or (b) or both,  the Company may, in its sole
discretion, accept such letter and/or indemnity bond in lieu of the surrender of
this Warrant as required by Section 1 hereof.

     10.  SUBSEQUENT HOLDERS

     Every Holder  hereof,  by accepting  the same,  agrees with any  subsequent
Holder  hereof and with the Company that this  Warrant and all rights  hereunder
are  issued  and  shall  be  held  subject  to  all of  the  terms,  conditions,
limitations  and provisions  set forth in this Warrant,  and further agrees that
the Company and its transfer  agent,  if any, may deem and treat the  registered
holder of this Warrant as the  absolute  owner hereof for all purposes and shall
not be affected by any notice to the contrary.

     11.  NOTICES

     Any  notice  required  or  permitted  hereunder  shall be given in  writing
(unless  otherwise  specified  herein)  and  shall be  effective  upon  personal
delivery,  via  facsimile or email (upon receipt of  confirmation  of error-free
transmission  and  mailing  a copy  of such  confirmation,  postage  prepaid  by
certified mail, return receipt requested) or two business days following deposit
of such notice with an internationally  recognized courier service, with postage
prepaid and addressed the other party at the following address, or at such other
addresses as a party may  designate by five days advance  written  notice to the
other party hereto.

     Company:                 DGSE Companies, Inc.
                              2817 Forest Lane
                              Dallas, Texas  75234
                              Attn: Dr. L.S. Smith
                              Facsimile:  (972) 772-3093
                              Email:  LSSmith1@ClassicNet.net

     with a copy to:          Sheppard, Mullin, Richter & Hampton LLP


                                      -10-
<PAGE>

                              12275 El Camino Real, Suite 200
                              San Diego, California  92130-2006
                              Attn:  John J. Hentrich, Esq.
                              Facsimile: (858) 509-3691
                              Email:  JHentrich@SheppardMullin.com

     Holder:                  Stanford International Bank Ltd.
                              c/o Stanford Financial Group
                              6075 Poplar Avenue
                              Memphis, Tennessee 38119
                              Attention: James M. Davis, Chief Financial Officer
                              Facsimile: (901) 680-5265
                              Email:  MDavis@StanfordEagle.com

     with a copy to:          Adorno & Yoss LLP
                              2525 Ponce de Leon Boulevard, 4th Floor
                              Coral Gables, Florida 33134
                              Attention: Seth P. Joseph
                              Facsimile: 305-460-1422
                              Email:  spg@adorno.com

     12.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

     This Warrant shall be governed by and  interpreted  in accordance  with the
laws of the State of Texas,  without  regard to its  principles  of  conflict of
laws. Any action or proceeding  seeking to enforce any provision of, or based on
any right  arising out of, this Warrant may be brought  against any party in the
federal  courts of Texas or the state courts of the State of Texas,  and each of
the parties  consents to the  jurisdiction of such courts and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including any objections
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.

     EACH PARTY  ACKNOWLEDGES  AND AGREES  THAT ANY  CONTROVERSY  THAT MAY ARISE
UNDER THIS WARRANT IS LIKELY TO INVOLVE  COMPLICATED AND DIFFICULT  ISSUES,  AND
THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING
OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) NO  REPRESENTATIVE,  AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS  REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT SUCH OTHER
PARTY  WOULD NOT,  IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE  EITHER OF SUCH
WAIVERS, (2) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS,
(3) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (4) IT HAS BEEN INDUCED TO ENTER INTO
THIS WARRANT BY, AMONG OTHER THINGS,  THE MUTUAL WAIVERS AND  CERTIFICATIONS  IN
THIS SECTION 12.

     13.  WAIVER

     This Warrant and any provision hereof may be changed, waived, discharged or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of the same is sought.



        [ THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ]


                                      -11-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.

                                    DGSE COMPANIES, INC.


                                    By:
                                       -----------------------------------------
                                       Dr. L.S. Smith
                                       Chief Executive Officer











<PAGE>

                              DGSE COMPANIES, INC.

                              WARRANT EXERCISE FORM

     The undersigned  hereby irrevocably elects to exercise the attached Warrant
dated __________  _____,  200___ (the "Warrant"),  pursuant to the provisions of
(SELECT  ONE) [  Section  1(a)  of the  Warrant,  to the  extent  of  purchasing
_____________  shares (the  "Shares") of the common  stock,  par value $0.01 per
share (the "Common Stock"),  of DGSE Companies,  Inc., a Nevada corporation (the
"Company"), and encloses herewith in cash or by certified or official bank check
or by  wire  transfer,  payable  to the  order  of the  Company,  a  payment  of
$_________ in payment  therefor,  which sum  represents  the aggregate  Exercise
Price (as defined in the  Warrant)  for the Shares ] (OR) [ Section  1(b) of the
Warrant to the extent of _________  shares of the common stock,  par value $0.01
per share (the "Common Stock"),  of DGSE Companies,  Inc., a Nevada  corporation
(the  "Company"),  which based on an estimated  Market Price of $_____ per share
would result in the issuance to the Holder of _______  shares (the  "Shares") of
Common Stock ] .

     As of the date hereof, the undersigned represents and warrants to the
Company as follows:

         (a) If an entity,  the undersigned is duly organized,  validly existing
and in good standing  under the laws of its  jurisdiction  of  incorporation  or
formation,  and has the  requisite  entity  power and  authority to exercise the
Warrant and purchase the Shares.

         (b) The  undersigned  is an  "accredited  investor"  as defined in Rule
501(a) promulgated under the Securities Act of 1933, as amended (the "Act"), and
is not a registered  broker-dealer  under Section 15 of the Securities  Exchange
Act of 1934, as amended.

         (c) The undersigned, either alone or together with its representatives,
has such  knowledge,  sophistication  and  experience  in business and financial
matters  so  as to be  capable  of  evaluating  the  merits  and  risks  of  the
prospective  investment in the Shares, and has so evaluated the merits and risks
of such  investment.  The  undersigned  is able to bear the economic  risk of an
investment  in the Shares and, at the present time, is able to afford a complete
loss of such investment.

         (d) The  undersigned  is aware of the  Company's  business  affairs and
financial  condition,  and has acquired information about the Company sufficient
to reach an informed and knowledgeable decision to acquire this Warrant.

         (e) The  undersigned  is  acquiring  the Shares for its own account for
investment purposes only and not with a view to, or for the resale in connection
with, any "distribution" thereof in violation of the Act.

         (f) The  undersigned  is not  purchasing  the Shares as a result of any
advertisement, article, notice or other communication regarding the Common Stock
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television   or  radio  or  presented  at  any  seminar  or  any  other  general
solicitation or general advertisement.

         (g)  The  undersigned   understands  that  the  Shares  have  not  been
registered  under the Act and may not be offered,  resold,  pledged or otherwise
transferred  except (i) pursuant to an exemption from registration under the Act
or pursuant to an effective  registration statement in compliance with Section 5
under the Act, or (ii) in accordance  with all  applicable  securities and "blue
sky" laws of the  states of the  United  States  and  other  jurisdictions.  The
undersigned is aware of the provisions of Rule 144 promulgated under the Act.


                                      -1-
<PAGE>

         (h) To the  extent a  registration  statement  under  the Act is not in
effect,  the undersigned  understands and  acknowledges  that (i) the Shares are
being  issued  and sold to it  without  registration  under the Act in a private
placement that is exempt from the  registration  provisions of the Act, and (ii)
the availability of such exemption  depends in part on, and that the Company and
its counsel is relying  upon,  the accuracy and  truthfulness  of the  foregoing
representations and the undersigned hereby consents to such reliance.

     Please issue a certificate or certificates  representing  the Shares in the
name of the  undersigned  or in the  name  of the  undersigned's  nominee  as is
specified below. [ Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or the undersigned's  nominee as
is specified below. ]



                                               ---------------------------------
                                               Name of Holder


                                               ---------------------------------
                                               Signature of Holder
                                               or Authorized Representative


                                               ---------------------------------
                                               Social Security Number or
                                               Tax Identification Number


                                               ---------------------------------
                                               Signature, if jointly held


                                               ---------------------------------
                                               Name and Title of Authorized
                                               Representative


                                               ---------------------------------

                                               ---------------------------------
                                               Address of Holder


                                               ---------------------------------
                                               Nominee of Holder (if applicable)


                                               ---------------------------------
                                               Date


                                      -2-
<PAGE>

                              DGSE COMPANIES, INC.

                             WARRANT ASSIGNMENT FORM

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto ________________________________ ("Assignee") the rights represented by the
within Warrant to purchase  ____________ shares of common stock, par value $0.01
per share (the "Common Stock"),  of DGSE Companies,  Inc., a Nevada  corporation
(the   "Company"),   to  which  the  within   Warrant   relates   and   appoints
________________  attorney  to  transfer  said right on the books of the Company
with full power of  substitution  in the premises.  The undersigned has informed
Assignee that Assignee must make the representations and warranties contained in
this form in connection with said transfer, and the undersigned has no reason to
belief that Assignee cannot make such representations.

     As of the date hereof, the Assignee  represents and warrants to the Company
as follows:

         (a) If an entity,  Assignee is duly organized,  validly existing and in
good standing under the laws of its  jurisdiction of incorporation or formation,
and has the  requisite  entity  power and  authority to exercise the Warrant and
purchase the shares of Common Stock deliverable upon such exercise (the "Warrant
Shares").

         (b)  Assignee  is an  "accredited  investor"  as defined in Rule 501(a)
promulgated under the Securities Act of 1933, as amended (the "Act"), and is not
a registered  broker-dealer  under Section 15 of the Securities  Exchange Act of
1934, as amended.

         (c) Assignee,  either alone or together with its  representatives,  has
such knowledge,  sophistication and experience in business and financial matters
so as to be  capable  of  evaluating  the  merits  and risks of the  prospective
investment in this Warrant and, upon exercise  hereof,  the Warrant Shares,  and
has so evaluated the merits and risks of such  investment.  The  undersigned  is
able to bear the economic  risk of an investment in this Warrant and the Warrant
Shares  and,  at the  present  time,  is able to afford a complete  loss of such
investment.

         (d) Assignee is aware of the Company's  business  affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed and knowledgeable decision to acquire this Warrant.

         (e)  Assignee  is  acquiring  this  Warrant  for  its own  account  for
investment purposes only and not with a view to, or for the resale in connection
with, any "distribution" thereof in violation of the Act.

         (f) Assignee is not acquiring  this Warrant or  purchasing  any Warrant
Shares as a result of any advertisement,  article, notice or other communication
regarding  this  Warrant  or the  Warrant  Shares  published  in any  newspaper,
magazine or similar media or broadcast over  television or radio or presented at
any seminar or any other general solicitation or general advertisement.

         (g)  Assignee  understands  that  neither  the  Warrant nor the Warrant
Shares has been  registered  under the Act and neither  may be offered,  resold,
pledged or  otherwise  transferred  except (i)  pursuant  to an  exemption  from
registration under the Act or pursuant to an effective registration statement in
compliance  with  Section  5 under  the  Act,  or (ii) in  accordance  with  all
applicable securities and "blue sky" laws of the states of the United States and
other  jurisdictions.  The  Assignee  is  aware  of the  provisions  of Rule 144
promulgated under the Act.


                                      -1-
<PAGE>

         (h) To the  extent a  registration  statement  under  the Act is not in
effect,  Assignee  understands and acknowledges that (i) the Warrant is, and the
Warrant  Shares (if any) will be,  issued  and sold to it  without  registration
under  the Act in a  private  placement  that is  exempt  from the  registration
provisions of the Act, and (ii) the  availability  of such exemption  depends in
part on, and that the Company and its counsel is relying upon,  the accuracy and
truthfulness of the foregoing  representations  and the Assignee hereby consents
to such reliance.

     Please  issue a new Warrant of like tenor for the  assigned  portion of the
attached  Warrant in the name of the  Assignee or the  Assignee's  nominee as is
specified  below.  [ Please issue a new Warrant of like tenor for the unassigned
portion  of  the  attached  Warrant  in  the  name  of  the  undersigned  or the
undersigned's nominee as is specified below. ]



                                           -------------------------------------
                                           Name of Holder


                                           -------------------------------------
                                           Signature of Holder
                                           or Authorized Representative


                                           -------------------------------------
                                           Social Security Number or
                                           Tax Identification Number of Holder


                                           -------------------------------------
                                           Signature, if jointly held


                                           -------------------------------------
                                           Name and Title of Authorized
                                           Representative


                                           -------------------------------------

                                           -------------------------------------
                                           Address of Holder


                                           -------------------------------------
                                           Nominee of Holder (if applicable)


                                           -------------------------------------
                                           Date


                                      -2-
<PAGE>


                                           -------------------------------------
                                           Name of Assignee


                                           -------------------------------------
                                           Signature of Assignee
                                           or Authorized Representative


                                           -------------------------------------
                                           Social Security Number or
                                           Tax Identification Number of Assignee


                                           -------------------------------------
                                           Signature, if to be jointly held


                                           -------------------------------------
                                           Name and Title of Authorized
                                           Representative


                                           -------------------------------------

                                           -------------------------------------
                                           Address of Assignee


                                           -------------------------------------
                                           Nominee of Assignee (if applicable)








                                      -3-


</TEXT>
</DOCUMENT>
