FORM OF WARRANT

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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.


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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)
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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.


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(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


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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


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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


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"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 pl