<DOCUMENT>
<TYPE>EX-2.7
<SEQUENCE>8
<FILENAME>dgse8kex27010907.txt
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                     Exhibit 2.7

                              DGSE COMPANIES, INC.
                              A Nevada Corporation

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT,  dated as of ___________ __, 2007 (this
"Agreement"),  is entered  into by and  between  DGSE  COMPANIES,  INC, a Nevada
corporation  (the  "Company"),  and  STANFORD  INTERNATIONAL  BANK LTD.  and its
successors ("SIBL") as the proposed purchaser of certain shares of the Company's
capital stock.

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  the Company,  Superior  Galleries,  Inc., a Delaware  corporation
(f/k/a Tangible Asset Galleries, Inc., a Nevada corporation) ("Superior"),  DGSE
Merger Corp., a Delaware  corporation  ("Merger Sub"),  and SIBL, as stockholder
agent, have entered into that certain Amended and Restated Agreement and Plan of
Merger and Reorganization, dated as of January 6, 2007 (the "Merger Agreement");

     WHEREAS, the respective Boards of Directors of the Company,  Merger Sub and
Superior  have  approved and declared  advisable  the Merger  Agreement  and the
merger of Merger Sub with and into Superior (the "Merger"),  with Superior being
the surviving corporation;

     WHEREAS,  in the  Merger,  one  hundred  percent  (100%) of the  issued and
outstanding shares of capital stock of Superior will be converted into the right
to receive shares of Common Stock of the Company (as set forth in Article III of
the Merger  Agreement),  on the terms and subject to the conditions set forth in
the Merger  Agreement and in accordance with the General  Corporation Law of the
State of Delaware  (the "DGCL") and Chapters 78 and 92A of Title 7 of the Nevada
Revised Statutes (the "NPCA");

     WHEREAS, the Board of Directors of the Company has resolved to recommend to
its stockholders the adoption and approval of the Merger Agreement;

     WHEREAS, Superior has informed the Company that the affirmative vote of the
holders of a majority of all issued and  outstanding  shares of common  stock of
Superior  entitled to vote on the Merger has been  obtained  with respect to the
adoption of the Merger Agreement and approval of the Merger;

     WHEREAS, pursuant to that certain Conversion Agreement, dated as of January
6, 2007 (the "Conversion Agreement"), by and between Superior and SIBL, SIBL has
agreed to convert and exchange all of the 7,500,000 shares of preferred stock of
Superior  previously  held by SIBL into  3,600,806  shares of the common  stock,
$0.001 par value per share, of Superior (the "Superior Common Stock");

     WHEREAS,  pursuant to a Commercial Loan and Security  Agreement  originally
dated October 1, 2003 (as amended as of March 29, 2005 and as further amended as
of March 31, 2006 and on January __, 2007, the "Loan Agreement"), by and between
Superior and SIBL, SIBL has provided certain credit facilities to the Company;

     WHEREAS, pursuant to that certain Note Exchange Agreement,  dated as of the
date hereof (the "Note Exchange  Agreement"),  by and between Superior and SIBL,
SIBL has agreed to exchange  $8,392,340 of the amount outstanding under the Loan
Agreement into 4,936,671 shares of Superior Common Stock;


                                      -1-
<PAGE>

     WHEREAS, in connection with the Merger, all shares of Superior Common Stock
held by SIBL  (including  the shares of  Superior  Common  Stock  received  upon
conversion of the  preferred  shares and upon exchange of the debt, as described
above) will be converted  into and exchanged for shares of the Company's  common
stock, $0.01 par value per share (the "Common Stock");

     WHEREAS, pursuant to an amendment and restatement of the Loan Agreement, to
be made effective  immediately  prior to the Merger (as so amended and restated,
the "New Loan Agreement"),  SIBL has agreed to provide certain credit facilities
to Superior and, indirectly, to the Company;

     WHEREAS,  in  connection  with the  transactions  contemplated  by the Note
Exchange Agreement and the New Loan Agreement, the Company has agreed in Section
6.17(c)  of the  Merger  Agreement  to  grant to SIBL,  and its  assignees,  "A"
warrants  and  "B"  warrants  (collectively,  the  "Warrants")  to  purchase  an
aggregate  of  1,708,634  shares of Common  Stock  (collectively,  the  "Warrant
Shares");

     WHEREAS, SIBL has assigned Warrants (collectively, the "Assignee Warrants")
exercisable  for an  aggregate  of 854,317  Warrant  Shares  (collectively,  the
"Assignee  Warrant  Shares")  to DANIEL T. BOGAR,  RONALD M.  STEIN,  WILLIAM R.
FUSSELMANN,  CHARLES  M.  WEISER  and  OSVALDO  PI (each,  an  "Assignee",  and,
collectively, the "Assignees"), as provided in the Merger Agreement; and

     WHEREAS, the Company desires to grant to SIBL and to each of the Assignees,
as  applicable,  the  registration  rights  set forth  herein  with  respect  to
Warrants,  the Warrant  Shares,  the shares of Common  Stock  issuable  upon the
exercise  of the  warrants  issuable  in the  event  of a  registration  default
pursuant to Section 5(f) hereof (the "Default Warrant Shares") and the shares of
Common  Stock  issued as a dividend or other  distribution  with  respect to the
Warrant  Shares (the  "Distribution  Shares") (the Warrant  Shares,  the Default
Warrant Shares and the Distribution  Shares,  collectively and  interchangeably,
are referred to herein as the "Securities").

                                A G R E E M E N T
                                -----------------

     NOW, THEREFORE, the parties hereto mutually agree as follows:

     1.   RECITALS

     The foregoing  recitals are true and accurate and hereby  incorporated into
this Agreement.

     2.   CERTAIN DEFINITIONS

     As used herein:

         (a) "Commission" means the Securities and Exchange Commission.

         (b)  "Holder"  means any  Person  owning or having the right to acquire
Registrable  Securities or any assignee  thereof in  accordance  with Section 11
hereof.

         (c) "Merger  Shares" means the shares of Common Stock issued to SIBL or
an Assignee in connection with the Merger; provided, however, that Merger Shares
shall not include any such shares  sold,  assigned or otherwise  transferred  or
disposed of by the Holder (i) to the public  either  pursuant to a  registration
statement  or Rule 144,  or (ii) in a private  transaction.  In the event of any
merger,  reorganization,  consolidation,  recapitalization  or other  change  in
corporate  structure affecting the Common Stock, such adjustment shall be deemed


                                      -2-
<PAGE>

to be made in the  definition of "Merger  Shares" as is  appropriate in order to
prevent  any  dilution or  enlargement  of the rights  granted  pursuant to this
Agreement.

         (d) "Registrable Security" means collectively,  the Warrant Shares, the
Default Warrant Shares and the  Distribution  Shares;  provided,  however,  that
Registrable  Securities  shall not  include any such  shares  sold,  assigned or
otherwise  transferred  or  disposed  of by the Holder (i) to the public  either
pursuant  to a  registration  statement  or  Rule  144,  or  (ii)  in a  private
transaction.  In  the  event  of  any  merger,  reorganization,   consolidation,
recapitalization  or other change in corporate  structure  affecting  the Common
Stock,  such  adjustment  shall  be  deemed  to be  made  in the  definition  of
"Registrable  Security"  as is  appropriate  in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

         (e) "Rule 144" means Rule 144 (or any similar  provision then in force)
promulgated under the Securities Act.

         (f) "Securities Act" means the Securities Act of 1933, as amended.

         (g) "SIBL Warrant Shares" means, collectively, all Warrant Shares other
than Assignee Warrant Shares.

         (h) "SIBL  Warrants"  means,  collectively,  all  Warrants  other  than
Assignee Warrants.

         (i) "Trading Day" means any business day on which the primary market on
which the Common Stock trades is open for business.

     3.   RESTRICTIONS ON TRANSFER

     SIBL  acknowledges  and understands  that prior to the  registration of the
Securities  as provided  herein,  and upon the  expiration  of the  registration
period provided for herein,  the Securities are and will be, as the case may be,
"restricted  securities"  as  defined  in Rule  144.  SIBL  understands  that no
disposition  or transfer of the Securities may be made by SIBL in the absence of
(i) an opinion of counsel to SIBL, in form and substance reasonably satisfactory
to the Company,  that such transfer may be made without  registration  under the
Securities Act, or (ii) such registration.

     4.   COMPLIANCE WITH REPORTING REQUIREMENTS

     As long as SIBL or any  Assignee  owns any  Securities,  until the  seventh
anniversary  of the date  hereof,  (i) if the Company is subject to the periodic
reporting  requirements of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  the  Company  covenants  to use its  commercially  reasonable
efforts to timely file (or obtain  extensions in respect thereof and file within
the  applicable  grace  period) all reports  required to be filed by the Company
after the date hereof  pursuant  to the  Exchange  Act which are  required to be
filed in order to satisfy the current public  information  requirements  of Rule
144(c)(1),  or (ii)  otherwise,  if Rule 144(k) is not  available to SIBL or any
Assignee with respect to any Securities  then held, the Company will prepare and
furnish to SIBL or any Assignee,  as applicable,  and make publicly available in
accordance with Rule 144(c)(2),  such information as is required for SIBL or any
Assignee to sell such Registrable Securities under Rule 144.


                                      -3-
<PAGE>

     5.   REGISTRATION RIGHTS

         (a) If  the  Company  shall  not  have  prepared  and  filed  with  the
Commission a registration  statement  under the Securities Act  registering  the
Registrable  Securities  for  resale  by SIBL  and the  Assignees  prior  to the
Effective  Time (as such term is defined in the Merger  Agreement),  the Company
shall prepare and file such a registration statement with the Commission on Form
S-3 (or such other form under the  Securities  Act as the Company  shall then be
entitled to use) to register  the resale of the  Registrable  Securities  within
five (5)  calendars  days of the  Effective  Time.  The  registration  statement
registering  the  Registrable  Securities  for resale,  including the prospectus
included  therein  and  as  amended  or  supplemented  from  time  to  time,  is
hereinafter referred to as the "Registration Statement".

         (b) If the Registration Statement has not become effective prior to the
Effective  Time, the Company shall use its  commercially  reasonable  efforts to
cause the Registration  Statement to become effective not later than 90 calendar
days after the  Effective  Time.  The  Company  will  notify the Holders and its
transfer agent of the declaration by the Commission of the  effectiveness of the
Registration Statement within a reasonable time thereafter.

         (c)  The  Company   will   maintain  the   Registration   Statement  or
post-effective  amendment  filed  under  this  Section  5  effective  under  the
Securities  Act until the earliest of (i) the date that none of the  Registrable
Securities  covered by such Registration  Statement are or may become issued and
outstanding, (ii) the date that all of the Registrable Securities have been sold
pursuant to such  Registration  Statement,  (iii) the date that the  Registrable
Securities may be sold under the provisions of Rule 144 without limitation as to
volume, (iv) the date all Registrable Securities have been otherwise transferred
to persons who may trade such shares  without  restriction  under the Securities
Act,  and the  Company  has  delivered a new  certificate  or other  evidence of
ownership for such  securities not bearing a restrictive  legend,  and (v) three
years from the date the Registration Statement became effective.  Thereafter, if
SIBL or any Assignee owns any Registrable  Securities,  the Company shall, if it
continues  to be  eligible to use a Form S-3 and at the expense of SIBL and such
Assignees  (including,  notwithstanding  the  provisions  of Section  5(d),  the
payment by SIBL and such  Assigns of all  Registration  Expenses),  maintain the
Registration Statement effective under the Securities Act to register the resale
of Registrable Securities.

         (d) All  fees,  disbursements  and  out-of-pocket  expenses  and  costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement  under  this  Section  5, or filing  any  amendments  or
supplements  thereto,  and in complying with applicable  securities and blue sky
laws (including,  without  limitation,  all attorneys' and auditors' fees of the
Company)  (the  "Registration  Expenses")  shall be borne  by the  Company.  The
Holders shall bear the cost of underwriting and/or brokerage discounts, fees and
commissions,  if any, applicable to the Registrable Securities being registered.
The Holders and their  counsel shall have a reasonable  period,  not to exceed 7
Trading  Days,  to review the proposed  Registration  Statement or any amendment
thereto, prior to filing with the Commission,  and the Company shall provide the
Holders with copies of any comment  letters  received from the  Commission  with
respect thereto within a reasonable time following  receipt  thereof,  if in the
Company's  judgment it is lawful to do so without requiring public disclosure of
the same under  Regulation  FD or  breaching  any of its  obligations  under any
agreement  with SIBL or its  affiliates.  The Company  shall  qualify any of the
Registrable  Securities  for  sale  in such  states  as the  Holders  reasonably
designate and shall furnish  indemnification in the manner provided in Section 8
hereof. However, the Company shall not be required to qualify in any state which
will require an escrow or other  restriction  relating to the Company and/or the
Holders,  or which will  require  the  Company to qualify to do business in such
state or require the Company to file  therein any general  consent to service of
process.  The Company at its  expense  will  supply  SIBL or the  Assignees,  as
applicable,  with  copies  of the  Registration  Statement  and  the  prospectus
included  therein  and other  related  documents  in such  quantities  as may be
reasonably requested by SIBL or the Assignees.


                                      -4-
<PAGE>

         (e) The Company  shall not be required by this Section 5 to include the
Registrable Securities in the Registration Statement which is to be filed if, in
the opinion of counsel for both the Holders and the Company (or, should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable to counsel for the Holders and the Company) the proposed  offering or
other  transfer  as to which  such  registration  is  requested  is exempt  from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining  securities which are not "restricted  securities," as
defined in Rule 144.

         (f)  Subject  to  Section  5(i)  hereof,   in  the  event  that  (i)  a
Registration  Statement  is not filed by the  Company in a timely  manner as set
forth in this  Section  5,  (ii) such  Registration  Statement  is not  declared
effective by the  Commission in the period set forth in Section 5(b) hereof,  or
(iii) such Registration  Statement is not maintained as effective by the Company
for the applicable period set forth in Section 5(c) hereof (each a "Registration
Default"),  then the  Company  will issue to each  Holder as of the first day of
such  Registration  Default  and for every  consecutive  quarter  in which  such
Registration Default is occurring,  as liquidated damages, and not as a penalty,
warrants to purchase  five  percent  (5%) of the  aggregate  number of shares of
Common Stock of the Company issuable upon the exercise in full of the A Warrants
then held by such  Holder  upon the same  terms and  conditions  therein  stated
("Default  Warrants") until such  corresponding  Registration  Default no longer
exists  ("Liquidated  Damages");  provided,  however,  that the issuance of such
Default  Warrants shall not relieve the Company from its obligations to register
the Registrable Securities pursuant to this Section 5(f). As used herein, the "A
Warrants" means the seven-year warrants,  exercisable at $1.89 per share, issued
to SIBL and its assignees pursuant to the Merger Agreement.

     If the Company  does not issue the  Default  Warrants to the Holders as set
forth above, the Company will pay any Holder's reasonable costs of any action in
a court of law to cause compliance with this Section 5(f),  including reasonable
attorneys'  fees, in addition to the Default  Warrants.  The registration of the
Registrable  Securities  pursuant to this  Section 5 shall not affect or limit a
Holder's other rights or remedies as set forth in this Agreement.

         (g) Upon the occurrence of an Incidental Registration Event (as defined
below),   the  Company  shall  send  to  each  Holder  written  notice  of  such
determination  and, if within 20 days after receipt of such notice,  such Holder
shall so  request  in  writing  (which  request  shall  specify  the  Incidental
Registrable  Securities  (as defined  below)  intended to be disposed of by such
Holder and the intended  method of disposition  thereof),  the Company shall use
its commercially  reasonable  efforts to include in such registration  statement
all or any part of such Holder's  Incidental  Registrable  Securities  that such
Holder  requests to be  registered;  provided  that if, at any time after giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration  of all such  securities,  the Company may, at its election,
give  written  notice  of such  determination  to each  requesting  Holder  and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of  its  obligation  to  register  any  Incidental   Registrable  Securities  in
connection with such  registration  and (ii) in the case of a  determination  to
delay  registering,  shall be  permitted  to delay  registering  any  Incidental
Registrable  Securities,  for the same period as the delay in  registering  such
other  securities.  Notwithstanding  the foregoing,  if, in connection  with any
offering  involving  an  underwriting  of the  Common  Stock to be issued by the
Company,  the managing  underwriter  shall impose a limitation  on the number of
shares of the Common Stock included in any such registration  statement because,
in such  underwriter's  judgment,  such  limitation is necessary based on market
conditions: (A) if the registration statement is for a public offering of common
stock on a "firm  commitment"  basis with gross  proceeds  to the  Company of at
least $15,000,000 (a "Qualified Public Offering"),  the Company may exclude,  to
the extent so advised by the underwriters, the Incidental Registrable Securities
from  the  underwriting;  provided,  however,  that if the  underwriters  do not
entirely  exclude the  Incidental  Registrable  Securities  from such  Qualified


                                      -5-
<PAGE>

Public Offering,  the Company shall be obligated to include in such registration
statement,  with respect to any requesting Holder,  only an amount of Incidental
Registrable  Securities  equal  to  the  product  of (i)  the  total  number  of
Incidental  Registrable  Securities that remain available for registration after
the underwriter's  cutback and (ii) such Holder's percentage of ownership of all
the Incidental  Registrable  Securities  then  outstanding  (on an  as-converted
basis) (the "Registrable Percentage");  and (B) if the registration statement is
not for a Qualified Public  Offering,  the Company shall be obligated to include
in such registration  statement,  with respect to the requesting Holder, only an
amount of  Incidental  Registrable  Securities  equal to the  product of (i) the
number  of  Incidental   Registrable   Securities  that  remain   available  for
registration after the underwriter's  cutback and (ii) such Holder's Registrable
Percentage.  For  purposes of  determining  the  underwriter's  cutback and each
Holder's Registrable  Percentage,  any shares of Common Stock beneficially owned
by Smith which are  included in any  registration  statement  referred to in the
preceding  sentence  shall be  included in such  calculation  and such shares of
Common Stock  beneficially  owned by Smith shall be subject to the underwriter's
cutback  on a pro rata  basis.  If any  Holder  disapproves  of the terms of any
underwriting  referred to in this paragraph,  it may elect to withdraw therefrom
by written notice to the Company and the underwriter.  No incidental right under
this Section 5(g) shall be construed to limit any  registration  required  under
the other provisions of this Agreement.

         (h)  "Incidental  Registration  Event" means the Company  determines to
register  under  the  Securities  Act  (including  pursuant  to a demand  of any
stockholder  of the Company  exercising  registration  rights) any shares of its
Common Stock (i) at a time when any Registrable  Securities that are required to
be included in an effective  Registration Statement hereunder are not covered by
any effective  Registration  Statement,  or (ii) beneficially  owned by Dr. L.S.
Smith ("Smith") for resale other than shares acquired by Smith upon the exercise
of options  outstanding  on the date hereof,  or granted  subsequent to the date
hereof  pursuant  to a  Company  employee  benefit  plan,  at a  time  when  any
Registrable  Securities or Merger Shares are  outstanding and are not covered by
any  effective  Registration  Statement;  other  than,  in  either  case,  on  a
registration  statement on Form S-4 or Form S-8 or any similar or successor form
or any other  registration  statement  relating  to a merger  or other  business
combination transaction,  an exchange offer, an offering of securities solely to
the Company's  existing  security holders or employees,  or to securities issued
pursuant to a dividend reinvestment plan.  "Incidental  Registrable  Securities"
means (i) with respect to an Incidental  Registration  Event specified in clause
(i)  of  the  definition  of  Incidental  Registration  Event,  the  Registrable
Securities  required  to be  included  in an  effective  Registration  Statement
hereunder  which are not so  covered,  and (ii) with  respect  to an  Incidental
Registration  Event  specified in clause (ii) of the  definition  of  Incidental
Registration  Event,  the  outstanding  Registrable  Securities or Merger Shares
which are not covered by any effective Registration Statement.

         (i) Notwithstanding  the foregoing  provisions of this Section 5, if in
the good  faith  judgment  of the  Company,  following  consultation  with legal
counsel,  the Company (i) delivers a Blackout  Notice (as defined  below) to the
Holders,  or  determines  that it would be  detrimental  to the  Company  or its
stockholders  for the  Registration  Statement  (or any  amendment or supplement
thereto)  to be  filed  or for  resales  of  Registrable  Securities  to be made
pursuant  to the  Registration  Statement  due to the  existence  of a  material
development  or potential  material  development  involving the Company that the
Company  would be obligated  to disclose in the  Registration  Statement,  which
disclosure (i) would be premature or otherwise  inadvisable  at such time,  (ii)
cannot then be made by the Company despites its commercially reasonable efforts,
or (iii) is reasonably  likely to have a material  adverse effect on the Company
or its stockholders; then in each such case, the Company shall have the right to
(A) immediately  defer such filing for a period of not more than sixty (60) days
beyond  the date by which the  Registration  Statement  was  otherwise  required
hereunder to be filed,  or (B) suspend use of the  Registration  Statement for a
period of not more than  thirty  (30)  consecutive  days (any such  deferral  or
suspension period, a "Blackout Period").  Each Holder acknowledges that it would
be  seriously   detrimental  to  the  Company  and  its   stockholders  for  the


                                      -6-
<PAGE>

Registration  Statement  to be filed (or  remain in  effect)  during a  Blackout
Period and therefore essential to defer such filing (or suspend the use thereof)
during  such  Blackout  Period  and  agrees  to  cease  any  disposition  of the
Registrable  Securities  during  such  Blackout  Period.  The  Company  may  not
designate more than two Blackout Periods in any twelve (12) month period.

     6.   COVENANTS OF HOLDERS

         (a) Each Holder  will  cooperate  with the  Company in all  respects in
connection  with this  Agreement,  including  timely  supplying all  information
(including a Registration Statement  Questionnaire)  reasonably requested by the
Company from time to time (which shall include all  information  regarding  such
Holder and proposed manner of sale of the Registrable  Securities required to be
disclosed  in any  Registration  Statement)  and  executing  and  returning  all
documents  reasonably  requested in connection with the registration and sale of
the  Registrable  Securities and entering into and  performing  its  obligations
under any underwriting  agreement,  if the offering is an underwritten offering,
in usual and customary  form,  with the managing  underwriter or underwriters of
such  underwritten  offering,  including any  confirmation  of, or additional or
supplemental,  information  or documents the Company may request for purposes of
filing amendments to such registration statement or amendments or supplements to
the prospectus  contained therein.  Nothing in this Agreement shall obligate any
Holder to consent to be named as an  underwriter in any  Registration  Statement
unless  required  by the  Commission  (in which case the  applicable  Holder may
withdraw  its   Registrable   Securities  from  the   Registration   Statement).
Notwithstanding  anything to the contrary herein, (i) any delay or delays caused
by a Holder by failure to cooperate as required hereunder shall not constitute a
breach of the terms hereof as to such Holder, and (ii) the Company shall have no
obligation  to register,  or to maintain the  registration,  of any  Registrable
Securities  of any Holder on any  registration  statement if such Holder has not
timely  provided any such  information or documents to the Company in connection
with such registration statement.

         (b) Each Holder shall comply with the prospectus delivery  requirements
of  the  Securities  Act  as  applicable  to  it in  connection  with  sales  of
Registrable Securities pursuant to any registration statement.

         (c) Upon receipt of a notice from the Company of the  occurrence of any
event or passage of time that (i) makes the financial  statements  included in a
registration   statement  ineligible  for  inclusion  therein,  (ii)  makes  any
statement  made in a  registration  statement or any  prospectus or any document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material respect,  or (iii) requires any revisions to a registration  statement,
any prospectus  contained therein or any other documents so that, in the case of
such registration statement or such prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading (each
such notice, a "Blackout  Notice");  each Holder who has Registrable  Securities
registered  under  such  registration   statement  shall  forthwith  discontinue
disposition of such  Registrable  Securities under such  registration  statement
until such  Holder's  receipt of the copies of the  supplemented  prospectus  or
amended registration  statement or until it is advised in writing (the "Advice")
by the Company that the use of the applicable prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such prospectus or
registration  statement.  The  Company may  provide  appropriate  stop orders to
enforce the provisions of this Section 6(c).

         (d) Each  Holder  agrees  not to take any  action  with  respect to any
distribution  deemed to be made  pursuant to any  registration  statement  which
would constitute a violation of Regulation M under the Exchange Act or any other
applicable rule, regulation or law.


                                      -7-
<PAGE>

     7.   REGISTRATION PROCEDURES

     If and  whenever the Company is required by any of the  provisions  of this
Agreement to effect the registration of any of the Registrable  Securities under
the  Securities  Act, the Company  shall  (except as otherwise  provided in this
Agreement),  use  commercially  reasonable  efforts to,  subject to the Holders'
assistance  and   cooperation  as  reasonably   required  with  respect  to  the
Registration Statement:

         (a) (i)  prepare  and file  with the  Commission  such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to comply with the provisions of the Securities Act during the applicable period
with  respect to the sale or other  disposition  of all  Registrable  Securities
covered by such  Registration  Statement in accordance with the intended methods
of distribution by the Holders thereof set forth in the  Registration  Statement
or prospectus  (including  prospectus  supplements  with respect to the sales of
Registrable  Securities  from  time to time in  connection  with a  registration
statement  pursuant to Rule 415  promulgated  under the Securities Act) and (ii)
take all lawful  action  such that each of the  Registration  Statement  and any
amendment  thereto does not, when it becomes  effective,  and any  prospectus or
prospectus  supplement  thereafter  filed,  contain  an  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

         (b) (i) prior to the filing  with the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the Holders as required by Section 5(d) hereof and reflect in such  documents
all such  comments as the Holders  (and their  counsel)  reasonably  may propose
(provided  that the Company  shall not be liable under Section 5(f) or otherwise
for any delay in filing or effectiveness if such delay is fairly attributable to
such comments);  (ii) furnish to each of the Holders such numbers of copies of a
prospectus including a preliminary  prospectus or any amendment or supplement to
any  prospectus,  as  applicable,  in conformity  with the  requirements  of the
Securities Act, and such other  documents,  as any of the Holders may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
Registrable  Securities  owned by such Holder;  and (iii) provide to the Holders
copies of any comments and  communications  from the Commission  relating to the
Registration  Statement,  if in the  Company's  judgment  it is  lawful to do so
without requiring public disclosure of the same under Regulation FD or breaching
any of its obligations under any agreement with SIBL or its affiliates;

         (c)  register  and qualify the  Registrable  Securities  covered by the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions  as any of the Holders shall  reasonably  request  (subject to the
limitations set forth in Section 5(d) hereof), and do any and all other acts and
things which may be  necessary or advisable to enable such Holder to  consummate
the public sale or other  disposition in such  jurisdiction  of the  Registrable
Securities owned by such Holder;

         (d) list such  Registrable  Securities  on the primary  trading  market
where the Common Stock of the Company is listed as of the effective  date of the
Registration  Statement,  if the listing of such Registrable  Securities is then
permitted under the rules of such market;

         (e) notify the Holders at any time when a prospectus  relating  thereto
covered by the  Registration  Statement  is required to be  delivered  under the
Securities  Act, of the  happening  of any event of which it has  knowledge as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing,  and the
Company  shall  prepare  and use is  commercially  reasonable  efforts to file a
curative  amendment under Section 7(a) hereof as soon as reasonably  practicable


                                      -8-
<PAGE>

and during  such  period,  the Holders  shall not make any sales of  Registrable
Securities pursuant to the Registration Statement;

         (f) after becoming aware of such event,  notify each of the Holders who
holds  Registrable  Securities  being sold (or, in the event of an  underwritten
offering,  the managing  underwriters)  of the issuance by the Commission of any
stop  order  or  other  suspension  of the  effectiveness  of  the  Registration
Statement as soon as reasonably  practicable  and take all reasonable  action to
effect  the  withdrawal,  rescission  or  removal  of such  stop  order or other
suspension;

         (g) cooperate with the Holders to facilitate the timely preparation and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as any of
the Holders  reasonably  may request and  registered in such names as any of the
Holders  may  request;  and,  within  three  Trading  Days after a  Registration
Statement  which includes  Registrable  Securities is declared  effective by the
Commission,  deliver and cause legal counsel  selected by the Company to deliver
to the  transfer  agent  for the  Registrable  Securities  (with  copies  to the
Holders) an appropriate  instruction and, to the extent necessary, an opinion of
such counsel;

         (h) in the  event of an  underwritten  offering,  promptly  include  or
incorporate  in a  prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  reasonably  practicable  after it is  notified  of the matters to be
included  or  incorporated  in  such  prospectus  supplement  or  post-effective
amendment; and

         (i) maintain a transfer agent and registrar for the Common Stock.

     8.   INDEMNIFICATION

         (a) To the maximum  extent  permitted  by law,  the  Company  agrees to
indemnify  and hold  harmless  each of the  Holders,  each  person,  if any, who
controls any of the Holders within the meaning of the  Securities  Act, and each
director, officer, shareholder, employee or agent of the foregoing (each of such
indemnified  parties,  a "Distributing  Investor")  against any losses,  claims,
damages or liabilities,  joint or several (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and all reasonable  attorneys'  fees and expenses),  to which the
Distributing Investor may become subject, under the Securities Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact contained in any Registration  Statement,  or any
related final prospectus or amendment or supplement  thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided,  however, that the Company will not be liable in any such
case to the extent, and only to the extent, that any such loss, claim, damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in such  Registration  Statement,
preliminary  prospectus,  final prospectus or amendment or supplement thereto in
reliance  upon, and in conformity  with,  written  information  furnished to the
Company  by any  Distributing  Investor,  its  counsel,  affiliates  or  agents,
specifically  for  use  in  the  preparation  thereof  or  by  any  Distributing
Investor's  failure  to  deliver  to a  purchaser  a  copy  of the  most  recent
prospectus  (including any amendments or  supplements  thereto).  This indemnity
agreement  will be in addition to any liability  which the Company may otherwise
have.


                                      -9-
<PAGE>

         (b) To the maximum extent permitted by law, each Distributing  Investor
agrees that it will  indemnify and hold harmless the Company,  and each officer,
director,  employee or agent of the Company or person,  if any, who controls the
Company within the meaning of the Securities  Act,  against any losses,  claims,
damages  or  liabilities  (which  shall,  for all  purposes  of this  Agreement,
include,   but  not  be  limited  to,  all  reasonable   costs  of  defense  and
investigation  and all  reasonable  attorneys'  fees and  expenses) to which the
Company or any such officer, director, employee, agent or controlling person may
become subject under the  Securities  Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final prospectus or
amendment or supplement  thereto, or arise out of or are based upon the omission
or the alleged  omission to state  therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,  but in each
case only to the extent that such untrue  statement or alleged untrue  statement
or omission or alleged omission was made in such Registration  Statement,  final
prospectus  or  amendment  or  supplement  thereto  in  reliance  upon,  and  in
conformity  with,  written   information   furnished  to  the  Company  by  such
Distributing  Investor,  its counsel or affiliates,  specifically for use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability  which  the  Distributing  Investor  may  otherwise  have  under  this
Agreement.  Notwithstanding  anything to the contrary  herein,  the Distributing
Investor  shall be liable  under this  Section 8(b) for only that amount as does
not exceed the net  proceeds  to such  Distributing  Investor as a result of the
sale of Registrable Securities pursuant to a Registration Statement.

         (c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action against such indemnified party, such
indemnified  party will, if a claim in respect thereof is to be made against the
indemnifying  party  under this  Section 8,  notify  the  indemnifying  party in
writing  of  the  commencement  thereof;  but  the  omission  so to  notify  the
indemnifying  party will not relieve the  indemnifying  party from any liability
which it may have to any  indemnified  party except to the extent the failure of
the indemnified party to provide such written  notification  actually prejudices
the ability of the  indemnifying  party to defend such action.  In case any such
action  is  brought  against  any  indemnified   party,   and  it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 8 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final  conclusion.  The indemnified  parties shall have
the right to employ  one or more  separate  counsel  in any such  action  and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall not be at the expense of the indemnifying  party if the indemnifying party
has assumed the defense of the action with counsel  reasonably  satisfactory  to
the  indemnified  party  unless  (i) the  employment  of such  counsel  has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action (including any interpleaded parties) include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised by its counsel  that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to assume the defense of such  action on behalf of such  indemnified  party,  it
being understood, however, that the indemnifying party shall, in connection with
any one such action or separate but substantially  similar or related actions in
the  same  jurisdiction   arising  out  of  the  same  general   allegations  or
circumstances,  be  liable  only for the  reasonable  fees and  expenses  of one
separate  firm of  attorneys  for the  indemnified  party,  which  firm shall be
designated  in writing by the  indemnified  party).  No settlement of any action
against an indemnified  party shall be made without the prior written consent of


                                      -10-
<PAGE>

the indemnified party, which consent shall not be unreasonably  withheld so long
as such  settlement  includes a full release of claims  against the  indemnified
party.

     All fees and expenses of the indemnified party (including  reasonable costs
of defense and  investigation in a manner not  inconsistent  with this Section 8
and  all  reasonable  attorneys'  fees  and  expenses)  shall  be  paid  to  the
indemnified party, as incurred, within 10 Trading Days of written notice thereof
to the indemnifying  party;  provided,  that the indemnifying  party may require
such  indemnified  party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such indemnified  party is
not entitled to indemnification hereunder.

     9.   CONTRIBUTION

     In  order  to  provide  for  just  and  equitable  contribution  under  the
Securities Act in any case in which (i) the indemnified  party makes a claim for
indemnification  pursuant to Section 8 hereof but is judicially  determined  (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification may not be enforced in such case  notwithstanding the fact
that the express  provisions of Section 8 hereof provide for  indemnification in
such case, or (ii) contribution  under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable  Distributing
Investor  shall  contribute  to  the  aggregate  losses,   claims,   damages  or
liabilities to which they may be subject (which shall,  for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation and all reasonable  attorneys' fees and expenses),  in either such
case (after  contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  applicable  Distributing  Investor on the other hand,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The Company and the  Distributing  Investor
agree that it would not be just and equitable if  contribution  pursuant to this
Section 9 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 9. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 9 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation.

     Notwithstanding  any other  provision  of this Section 9, in no event shall
(i) any of the Distributing  Investors be required to undertake liability to any
person  under this  Section 9 for any amounts in excess of the dollar  amount of
the  proceeds  received  by such  Distributing  Investor  from  the sale of such
Distributing  Investor's  Registrable  Securities  (after  deducting  any  fees,
discounts  and  commissions  applicable  thereto)  pursuant to any  Registration
Statement  under which such  Registrable  Securities  are  registered  under the
Securities Act and (ii) any  underwriter  be required to undertake  liability to
any  person  hereunder  for any  amounts  in excess of the  aggregate  discount,
commission or other compensation payable to such underwriter with respect to the
Registrable  Securities  underwritten  by it and  distributed  pursuant  to such
Registration Statement.

     10.  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


                                      -11-
<PAGE>

transmission  or  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 to each of the other  parties  thereunto  entitled at the
following addresses, or at such other addresses as a party may designate by five
days advance written notice to each of the other parties 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
                              12275 El Camino Real, Suite 200
                              San Diego, California  92130-2006
                              Attn:  John J. Hentrich, Esq.
                              Facsimile:  (858) 509-3691
                              Email:  JHentrich@sheppardmullin.com

     SIBL:                    Stanford International Bank Ltd.
                              6075 Poplar Avenue
                              Memphis, TN 38119
                              Attention: James M. Davis, Chief Financial Officer
                              Facsimile: (901) 680-5265
                              Email:  MDavis@StanfordEagle.com

     With a copy to:          Adorno & Yoss, P.A.
                              2525 Ponce de Leon Blvd., Suite 400
                              Miami, Florida  33134
                              Attention: Seth P. Joseph, Esquire
                              Facsimile: (305) 460-1422
                              Email:  spj@adorno.com

     If to the Assignees:     William R. Fusselmann
                              141 Crandon Blvd., #437
                              Key Biscayne, Florida 33149
                              Facsimile:  (305) 960-8535
                              Email:  wfusselmann@stanfordeagle.com

                              Daniel T. Bogar
                              1016 Sanibel Drive
                              Hollywood, Florida 33021
                              Facsimile:  (305) 960-8535
                              Email:  dbogar@stanfordeagle.com

                              Ronald M. Stein
                              6520 Allison Road
                              Miami Beach, Florida 33141
                              Facsimile:  (305) 960-8535
                              Email:  rstein@stanfordeagle.com


                                      -12-
<PAGE>

                              Osvaldo Pi
                              6405 SW 104th Street
                              Pinecrest, Florida 33156
                              Facsimile:  (305) 960-8535
                              Email:  OPi@StanfordEagle.com

                              Charles M. Weiser
                              3521 N. 55th Avenue
                              Hollywood, Florida 33021
                              Facsimile:  (305) 960-8535
                              Email:  cweiser@stanfordeagle.com

     11.  ASSIGNMENT

     Neither this  Agreement  nor any of the rights,  interests  or  obligations
hereunder  shall be  assigned  without  the  prior  written  consent  of (i) the
Company,  in the case of an  assignment  by a Holder,  or (ii) Holders  owning a
majority of the shares of Company  common  stock  constituting  the  outstanding
Registrable Securities from time to time (a "Majority of Holders"),  in the case
of an  assignment by the Company.  Any  assignment in violation of the preceding
sentence shall be null and void and of no force or effect.

     12.  GOVERNING LAW; JURISDICTION

     This Agreement  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 Agreement 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.

     13.  NO DELAY OF REGISTRATION

     No Holder shall have any right, and each Holder covenants and agrees not to
commence any action or proceeding,  to obtain or seek an injunction  restraining
or  otherwise  delaying  any  registration  by the  Company as the result of any
controversy   that  might   arise  with   respect  to  the   interpretation   or
implementation of this Agreement.

     14.  TERMINATION OF REGISTRATION RIGHTS

     A Holder shall not be entitled to exercise any rights provided herein after
the first date on which all Registrable  Securities then held by such Holder may
immediately  be sold  under  Rule 144  during  any  90-day  period  taking  into
consideration the volume restrictions specified in Rule 144.

     15. MISCELLANEOUS

         (a)  Entire  Agreement.  This  Agreement,  including  any  certificate,
schedule,   exhibit  or  other  document  delivered  pursuant  to  their  terms,
constitutes  the entire  agreement  among the parties hereto with respect to the
subject  matters hereof and thereof,  and  supersedes  all prior  agreements and
understandings,  whether written or oral, among the parties with respect to such
subject matters.


                                      -13-
<PAGE>

         (b)  Amendments.  This  Agreement  may  not  be  amended  except  by an
instrument  in  writing  signed  by  the  Company  and a  Majority  of  Holders.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
certain  Holders and that does not directly or  indirectly  affect the rights of
other  Holders  must be given by  Holders of all of the  Registrable  Securities
which such waiver or consent affects.

         (c)  Waiver.  No waiver of any  provision  of this  Agreement  shall be
deemed a waiver of any other  provisions or shall a waiver of the performance of
a provision in one or more  instances  be deemed a waiver of future  performance
thereof.  No  waiver by any party of any  default,  misrepresentation  or breach
hereunder,  whether intentional or not, shall be effective unless in writing and
signed by (i) the Company, if the waiver is sought to be enforced by any Holder,
or (ii) a Majority  of  Holders,  if the waiver is sought to be  enforced by the
Company.

         (d)  Construction.  This Agreement has been entered into freely by each
of the parties,  following consultation with their respective counsel, and shall
be  interpreted  fairly in accordance  with its  respective  terms,  without any
construction in favor of or against either party.

         (e) Binding  Effect of  Agreement.  This  Agreement  shall inure to the
benefit of, and be binding upon the successors and permitted  assigns of each of
the parties hereto.

         (f)  Severability.  If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction,  such invalidity or unenforceability shall
not affect the validity or  enforceability of the remainder of this Agreement or
the validity or unenforceability of this Agreement in any other jurisdiction.

         (g)  Attorneys'  Fees.  If any action  should arise between the parties
hereto to enforce or interpret the provisions of this Agreement,  the prevailing
party in such action shall be reimbursed for all reasonable expenses incurred in
connection with such action, including reasonable attorneys' fees.

         (h)  Third-Party  Beneficiaries.  This Agreement is made solely for the
benefit of the parties to this  Agreement and their  respective  successors  and
permitted assigns, and no other person or entity shall have or acquire any right
or remedy by virtue hereof except as otherwise expressly provided herein.

         (i) Headings.  The headings of this  Agreement are for  convenience  of
reference only and shall not form part of, or affect the  interpretation of this
Agreement.

         (j)  Counterparts.  This  Agreement  may  be  signed  in  one  or  more
counterparts,  each of which shall be deemed an original and all of which,  when
taken together, will be deemed to constitute one and the same agreement.

         (k) Facsimile Execution. A facsimile, telecopy or other reproduction of
this  Agreement may be executed by one or more parties  hereto,  and an executed
copy of this  Agreement  may be delivered  by one or more parties by  facsimile,
email or  similar  electronic  or  digital  transmission  pursuant  to which the
signature  of or on behalf of such  party can be seen,  and such  execution  and
delivery shall be considered valid,  binding and effective for all purposes.  At
the request of any party  hereto,  all  parties  agree to execute an original of
this Agreement as well as any facsimile, telecopy or other reproduction hereof.

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


                                      -14-
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, as of the date first written above.

                                                DGSE COMPANIES, INC


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


                                                STANFORD INTERNATIONAL BANK LTD.


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















                                      -15-
</TEXT>
</DOCUMENT>
