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                                                               EXHIBIT 10.15(d)


                                    FORM OF
                              CONSIGNMENT AGREEMENT

This Agreement made as of the_________th day of___________, 1997, is by and
between SUPPLIER ("Consignor"), with its principal offices at and Barry's
Jewelers, Inc., a California corporation ("Consignee") with its principal
offices at 111 W. Lemon Ave., Monrovia, CA 91016.




                                   WITNESSETH:
        A.     RECITALS.

WHEREAS, on May 11, 1997 ("Petition Date"), Consignee filed a petition for
relief before the United States Bankruptcy Court for the Central District of
California ("Bankruptcy Court") under title 11, chapter 11 of the Bankruptcy
Code, Case No. CA 97-27988-VZ ("Chapter 11 Case");

WHEREAS, Consignee utilizes (DESCRIBE MERCH) and other merchandise in its
operations;

WHEREAS, Consignee desires to obtain goods on consignment from Consignor
following the Petition Date in accordance with the terms of this Agreement;

WHEREAS, Consignor is willing to consign (DESCRIBE MERCH) and such other
merchandise as is delivered pursuant to this Agreement from time to time
following the Petition Date (the "Consigned Merchandise") to Consignee for sale
or return by Consignee constituting a true consignment, on the terms and
conditions in this Agreement; and

WHEREAS, the effectiveness of this Agreement is subject to entry of the
Consignment Order (as specified below).

        NOW, THEREFORE, in consideration of the promises and of the mutual
promises hereinafter contained, the parties do hereby agree as follows:

        B.     CONSIGNMENT ARRANGEMENTS.

1.      Consignor shall from time to time deliver to Consignee on consignment
        such amounts of Consigned Merchandise as may be mutually agreed upon,
        upon the terms and conditions set forth herein and, to the extent not
        inconsistent, in the Memo accompanying Consigned Merchandise. The
        delivery date shall be as reasonably specified by Consignee in its
        orders for Consigned Merchandise. Such Consigned Merchandise provided by
        Consignor shall bear the appropriate trademark designated by Consignor.
        Schedule A hereto, prepared by Consignor, lists all such trademarks.
        Consignor shall promptly update








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        Schedule A to add new trademarks or delete trademarks, and provide such
        updated Schedule to Consignee.

2.      The Consigned Merchandise shall be maintained at all times at
        Consignee's distribution center(s) or held for sale by Consignee to
        Consignee's customers in the stores Consignee operates, which
        distribution center(s) and stores are listed on Schedule B hereto.
        Schedule B shall include any trade names and the name and state of
        incorporation of any affiliated corporation operating the stores
        referred to therein. Consignee shall promptly update Schedule B to add
        new trade names and states of incorporation and new stores or
        distribution center(s) or delete trade names and states of incorporation
        and stores or distribution centers, and provide such updated Schedule to
        Consignor.

3.      Title to the Consigned Merchandise delivered to Consignee shall at all
        times remain with Consignor until purchased by Consignee at the time of
        its sale to its customer. Consignee may only sell the Consigned
        Merchandise in the ordinary course of its business, and may not sell
        Consigned Merchandise in bulk. Nothing in this Agreement prohibits
        Consignee from selling merchandise other than Consigned Merchandise out
        of the ordinary course of its business or in bulk.

4.      Consignor commits to maintain a minimum amount of $000,000 of Consigned
        Merchandise with Consignee (which minimum level of Consigned Merchandise
        hereinafter is referred to as the "Minimum Commitment") for a period of
        two years from the date of this Agreement; provided that such two-year
        period shall be automatically extended thereafter in one-year increments
        after the expiration of such initial two-year period unless Consignee or
        Consignor in their respective sole discretion provides written notice of
        termination on or before ninety (90) calendar days prior to the
        expiration of such two-year period or ninety (90) calendar days prior to
        the expiration of any one-year extension. The foregoing commitment and
        any obligation of Consignor thereafter to ship Consigned Merchandise
        shall terminate earlier as specified in Paragraph 13 hereof or upon a
        Default by Consignee (as defined in Paragraph 15 hereof). Any consigned
        goods delivered to Consignee prior to the Petition Date and on hand with
        Consignee on the Petition Date (hereinafter "Prepetition Consigned
        Merchandise") shall not be included in determining the Minimum
        Commitment. For all purposes, as used in this Agreement, the term
        Consigned Merchandise does not include Prepetition Consigned
        Merchandise.

5.      Consignee shall insure the Consigned Merchandise for its full value for
        and against all risks of loss. Consignee accepts all risks of loss to
        the Consigned Merchandise from the time accepted by it until returned to
        Consignor. Consignee warrants that it shall promptly pursue on
        Consignor's behalf all remedies and payments in the event of a loss and
        will immediately notify Consignor of any loss.






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6.      Consignor and Consignee may mutually agree that Consignee shall return
        to Consignor slow moving or obsolete Consigned Merchandise, that
        Consignor shall cease automatic replenishment of such slow moving or
        obsolete Consigned Merchandise, and/or that Consignee shall select
        replacement Consignment Merchandise. Consignor and Consignee shall
        cooperate in good faith regarding all such matters.

7.      Every ninety (90) calendar days, or such other time as mutually agreed
        by Consignor and Consignee, Consignor shall submit to Consignee a
        detailed statement ("Consignor Statement") specifying Consignor's
        records with respect to shipments, returns, credits, invoices and
        balances regarding Consigned Merchandised. Promptly following
        Consignee's receipt of such Consignor Statement, Consignee shall prepare
        and submit to Consignor a report reconciling the Consignor Statement to
        Consignee's records ("Reconciliation Report"). Consignor and Consignee
        shall cooperate in good faith regarding the Reconciliation Report and to
        resolve any differences between the Reconciliation Report and the
        Consignor Statement. Any shrinkage evidenced by the Reconciliation
        Report (as modified to resolve any differences) shall be deemed to
        reflect sales of such Consigned Merchandise as of the date of the
        Reconciliation Report to be paid for by Consignee in accordance with
        Paragraph 8 hereof. In addition to the forgoing, at least once each year
        Consignee shall conduct a physical inventory or other agreed upon method
        for taking inventory, and a Reconciliation Report based thereon shall be
        prepared and any payment due as a result thereof shall be made in
        accordance with the provisions of this Paragraph and Paragraph 8 hereof.

8.      a.      Consignor shall prepare a document, labeled "Memo," which will
                accompany each shipment of Consigned Merchandise to Consignee.
                The Memo shall generally describe and identify the items of
                Consigned Merchandise contained in that shipment.

        b.      Consignee shall, no later than five (5) business days after the
                end of each week, send to Consignor, by fax, a sales report
                listing the piece(s) of Consigned Merchandise sold, transferred
                to layaway or otherwise disposed of during that week (the
                "Consignee Sales Report").

        c.      Upon receipt of the Consignee Sales Report, Consignor shall
                promptly prepare an invoice, setting forth the payment due from
                Consignee based upon the Consignee Sales Report. Consignee shall
                remit payment to Consignor in the amount of such invoice within
                thirty (30) calendar days of Consignee's date of such invoice.

        d.      The prices to be charged by Consignor and to be paid by
                Consignee for the Consigned Merchandise shall be set forth on
                the "Memo" accompanying the goods.




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        e.      Consignor may at its sole discretion from time to time announce
                a price change for the Consigned Merchandise. Consignor shall
                give Consignee sixty (60) calendar days' prior written or verbal
                notice of any price changes for Consigned Merchandise (new
                prices shall not be materially different than prices charged to
                Consignor's other customers for similar goods sold under similar
                terms and conditions); during this sixty (60) calendar day
                period Consignee may buy Consigned Merchandise from Consignor at
                the old price. New orders by the Consignee after the date of
                notification of a price change shall be made at the new price.
                If Consignee in its sole discretion does not agree to any such
                price change Consignee may promptly return to Consignor all
                unsold Consigned Merchandise subject to such price change, or
                otherwise terminate this Agreement on ten (10) calendar days'
                written notice to Consignor and, in such event, all sold
                Consigned Merchandise shall be paid for and all unsold Consigned
                Merchandise shall be promptly returned to Consignor.

        f.      The terms for reporting sales under Paragraph 8(b) and for
                paying invoices under Paragraph 8(c) may be altered only by the
                prior written consent of Consignor and Consignee.

        g.      Consignee shall be entitled to credit against any outstanding
                amounts otherwise due or thereafter due under a Consignee Sales
                Report, or if no amounts are thereafter due, receive payment
                from Consignor, for any bona fide returns of Consigned
                Merchandise actually returned to Consignee at the store on or
                before thirty (30) calendar days from the date of sale.
                Consignee shall not be entitled to any such credit or payment,
                as the case may be, for any returns after such thirty (30)
                calendar days.


        C.      SECURITY INTEREST IN CONSIGNED MERCHANDISE.

9.      Consignor understands that Consignee commingles all proceeds from the
        sale of inventory, including merchandise on consignment, and that no
        identifiable cash or noncash proceeds now or hereinafter exist in
        Consignee's business.

10.     The parties hereto agree that this Agreement creates a true consignment
        and that all transactions hereunder shall constitute true consignments
        of the Consigned Merchandise and not the purchase and sale of
        merchandise by Consignee. However, in the event that there is a final
        determination by a court of competent jurisdiction that this Agreement
        and the Memos for any reason do not create a true consignment, then in
        such event, Consignee hereby grants to Consignor a continuing security
        interest in the Consigned Merchandise, but not to the cash or noncash
        proceeds thereof now or hereafter existing. Without expressly or
        impliedly limiting the phrase "cash or noncash proceeds now or hereafter
        existing," such phrase includes: (a) any accounts, chattel paper,








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        general intangibles, or receivables of Consignee created upon the sale
        of the Consigned Merchandise, or (b) any rights in and to any pooling,
        securitization, structured or similar or other financing (including
        without limitation the issuance of asset-backed securities) involving
        any accounts, chattel paper, general intangibles, receivables, or other
        property of Consignee or any of its affiliates, including any
        special-purpose entity organized by or on behalf of Consignee. Consignee
        shall sign and deliver to Consignor such financing statements (UCC-1's)
        and other documents as Consignor may reasonably request to perfect its
        interest as a consignor in accordance with the provisions of the Uniform
        Commercial Code. Such UCC-1 financing statements will expressly exclude
        proceeds (as broadly illustrated herein) from the description of
        collateral and shall be in a form reasonably acceptable to Consignee.

11.     Consignee warrants that except with respect to the security interests of
        the parties identified on Schedule C, Consignor's security interest in
        Consigned Merchandise created under Paragraph 10 hereof, and any other
        security interest given in goods on consignment, Consignee will not
        hereafter permit any other security interest or other lien or
        encumbrance to attach to Consigned Merchandise (excluding proceeds, as
        broadly defined herein) at any time.

        D.      TERM OF AGREEMENT; ASSIGNABILITY.

12.     This Agreement and the Minimum Commitment thereunder shall remain in
        full force and effect for a minimum term of two years from the date
        hereof and shall be automatically extended thereafter in one-year
        increments in accordance with the provisions of Paragraph 4 hereof
        regarding the automatic extension of the Minimum Commitment unless
        terminated earlier in accordance with this Agreement, including, without
        limitation, a termination resulting from Default by Consignee.
        Notwithstanding any expiration or termination of this Agreement for any
        reason, except for the Minimum Commitment and Consignor's obligation
        thereafter to ship Consigned Merchandise, upon any such termination or
        expiration the remaining provisions of this Agreement shall remain in
        full force and effect until all Consigned Merchandise delivered to
        Consignee is purchased and paid for by Consignee or returned to
        Consignor, and, in such event, upon written demand of Consignor the
        following shall promptly occur: (a) Consignee shall return to Consignor
        all remaining Consigned Merchandise, (b) Consignee shall issue a final
        Consignee Sales Report, (c) payment thereon shall be made in accordance
        with Paragraph 8 hereof, and (d) the parties shall undertake to
        reconcile any differences in their respective records in accordance with
        Paragraph 7 hereof.

13.     Notwithstanding anything to the contrary in this Agreement, the Minimum
        Commitment and any obligation of Consignor to continue to ship Consigned
        Merchandise shall terminate unless either (a) or (b) timely occurs: (a)
        on or before November 3, 1997, an order is entered in the Chapter 11
        Case approving debtor in possession financing or otherwise authorizing
        Consignee to use cash






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        and proceeds constituting cash collateral within the meaning of the
        Bankruptcy Code sufficient to pay all postpetition obligations of
        Consignee when due and payable through no earlier than February 28,
        1998; or (b)(i) on or before December 1, 1997, Consignor and Consignee
        -- enter into a written agreement (which agreement is binding on
        Consignor and its estate) mutually acceptable to the parties pursuant to
        which Consignee shall place in a deposit account (for Consignor's sole
        benefit) funds sufficient to satisfy Consignee's obligations hereunder
        for Consigned Merchandise estimated to be sold in December 1997 and (ii)
        Consignee actually places such funds in such account (for ---
        Consignor's sole benefit) on or before December 8, 1997. If event (a)
        above does not occur by November 3, 1997, then the Minimum Commitment
        and any obligation of Consignor to continue to ship Consigned
        Merchandise shall terminate on December 1, 1997 unless event (b)(i)
        above timely occurs on that date. If event (b)(i) above timely occurs on
        December 1, 1997, then the Minimum Commitment and any obligation of
        Consignor to continue to ship Consigned Merchandise shall terminate on
        December 8, 1997 if event (b)(ii) above does not timely occur on that
        date. In the event of any termination of the Minimum Commitment and any
        obligation thereunder to ship Consigned Merchandise, the remaining
        provisions of this Agreement shall otherwise remain in full force and
        effect until all Consigned Merchandise delivered to Consignee is
        purchased and paid for by Consignee or returned to Consignor, and, in
        such event, upon written demand of Consignor the following shall
        promptly occur: (a) Consignee shall return to Consignor all remaining
        Consigned Merchandise; (b) Consignee shall issue a final Consignee Sales
        Report, (c) payment thereon shall be made in accordance with Paragraph 8
        above, and (d) the parties shall undertake to reconcile any differences
        in their respective records in accordance with Paragraph 7 hereof.

14.     The Agreement is not assignable without the prior written approval of
        Consignor and Consignee in their respective sole discretion.

        E.      DEFAULTS.

15.     As used herein, the term "Default by Consignee" shall mean the
        occurrence of any one or more of the following:

        a.      Default in the payment or performance of any of Consignee's
                obligations or agreements hereunder which continues for more
                than ten (10) business days after Consignor gives Consignee
                written notice thereof; or

        b.      Any representation or warranty made by Consignee herein or in
                any certificate, statement or agreement furnished in connection
                with this Agreement should prove to be false or misleading in
                any material respect; or

        c.      An order of the Bankruptcy Court is entered (i) prohibiting
                Consignee's use of cash and cash proceeds constituting cash
                collateral within the meaning of the Bankruptcy Code sufficient
                to timely pay all postpetition






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                obligations of Consignee when due and payable; (ii) appointing a
                chapter 11 trustee in the Chapter 11 Case; (iii) converting the
                Chapter 11 Case to a chapter 7; or (iv) dismissing the Chapter
                11 Case; or

        d.      Consignee moves the Bankruptcy Court for an order, or any order
                is otherwise entered in the Chapter 11 Case, granting a lien on
                Consigned Merchandise, other than a lien junior in all respects
                to the interest of Consignor therein; or

        e.      The occurrence of an adverse event that materially impairs
                Consignee's performance under this Agreement; or

        f.      Any two of Samuel Merksamer, E. Peter Healey or Randy McCullough
                are no longer employed by Consignee in capacities having at
                least as much responsibility as each held as of the Petition
                Date.

        g.      An order of the Bankruptcy Court is entered authorizing the sale
                of Consignee or substantially all of the assets of the
                Consignee.

        In the event of Default by Consignee, subject to the Consignment Order
        Consignor shall have all rights and remedies available under applicable
        law. In addition to Consignee's liability hereunder for the payment for,
        or return of, all Consigned Merchandise, Consignee shall indemnify and
        hold Consignor harmless for any costs, damages or expenses, including
        reasonable attorneys' fees and expenses, resulting from any Default by
        Consignee constituting a fraudulent or malicious act by Consignee.

16.     As used herein, the term "Default by Consignor" shall mean the
        occurrence of any one or more of the following:

        a.      Default in performance of any of Consignor's obligations or
                agreements hereunder which continues for more than ten (10)
                business days after Consignee gives Consignor written notice
                thereof; or

        b.      Any representation or warranty made by Consignor herein or in
                any certificate, statement or agreement furnished in connection
                with this Agreement should prove to be false or misleading in
                any material respect; or

        c.      The occurrence of an adverse event that materially impairs
                Consignor's performance under this Agreement.

In the event of Default by Consignor, subject to the Consignment Order Consignee
shall have all rights and remedies available under applicable law.





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        F.      CONSIGNMENT ORDER.

17.     The effectiveness of this Agreement is conditioned upon entry of the
        Consignment Order: (i) authorizing Consignee to enter into and perform
        under an agreement substantially in the form of this Agreement (which
        agreement, including this Agreement, is referred to as a "Postpetition
        Consignment Agreement"); (ii) providing that such Postpetition
        Consignment Agreement shall be binding and enforceable on Consignee and
        the estate and shall be in full force and effect; (iii) specifying that
        a Consignor may file UCC-1's and any other documents reasonably required
        by such Consignor to perfect its interest in Consigned Merchandise
        (other than proceeds) under such Postpetition Consignment Agreement;
        (iv) providing that all amounts payable under such Postpetition
        Consignment Agreement with respect to Consigned Merchandise shall at all
        times, before or after any termination thereof, constitute an allowed
        administrative expense claim under Bankruptcy Code sections 503(b)(1)(A)
        and 507(a)(1) against Consignee and its estate and any superseding case
        of Consignee; and (v) providing that pending the effectiveness of a plan
        of reorganization the Bankruptcy Court shall have exclusive jurisdiction
        over any dispute or matter arising under such Postpetition Consignment
        Agreement, including the allowability of and payment on any claims
        entitled to priority hereunder, and that, subject to the foregoing,
        Consignor shall be entitled to exercise all rights and remedies under
        the Uniform Commercial Code and otherwise with respect to Consigned
        Merchandise, and provide all notices authorized under such Postpetition
        Consignment Agreement, including exercising rights in and to Consigned
        Merchandise, notwithstanding the Chapter 11 Case and the automatic stay
        otherwise in effect in the Chapter 11 Case or any superseding case of
        Consignee.

        G.      OTHER PROVISIONS.

18.     This Agreement only governs the rights and obligations of the parties
        regarding Consigned Merchandise and does not address the rights and
        obligations of the parties in and to Prepetition Consigned Merchandise.

19.     Any and all Consigned Merchandise shall be delivered and accepted
        pursuant to written policies and procedures reasonably adopted by
        Consignee and approved by Consignor in writing.

20.     Each party to this Agreement agrees that if it hereafter commences,
        joins in, or seeks relief through any suit arising out of this
        Agreement, then the prevailing party shall pay to the other party all
        attorneys' fees and expenses reasonably incurred by said party in
        defending or otherwise responding to said suit or claim. Subject to the
        foregoing, the parties shall bear their own respective attorneys' fees
        and expenses in connection with the negotiation and implementation of
        this Agreement.








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21.     Consignee will not use the provisions of Bankruptcy Code section 1129 or
        any other section of the Bankruptcy Code to alter its obligations under
        this Agreement, unless any such alteration is agreed to by Consignor in
        its sole discretion; provided that Consignor agrees that the
        confirmation or effectiveness of a plan of reorganization shall not
        cause or constitute an acceleration of the obligations under, or
        termination of, this Agreement. Consignor understands that upon
        confirmation of such plan, any obligations of Consignee under this
        Agreement arising thereafter shall not constitute administrative
        priority claims, because Consignee's ability to confer administrative
        priority status in accordance with law shall cease on confirmation of
        any such plan.

22.     This Agreement sets forth the parties' final and entire understanding
        with respect to its subject matter, cannot be changed, wavered or
        terminated orally and shall be governed by and construed under the laws
        of the State of California (without reference to its rules as to
        conflicts of law). If any provision shall be held invalid or
        unenforceable, such invalidity or unenforceability shall attach only to
        such provision and shall not effect or render invalid or unenforceable
        any other provision of this Agreement and this Agreement shall be
        construed as if such provision were drafted so as not to be invalid or
        unenforceable.

23.     This Agreement may be executed in counterparts, each of which when so
        executed and delivered shall be deemed to be an original, but all of
        which taken together shall constitute but one and the same instrument.
        Signatures may be exchanged by telecopy, and each party agrees to be
        bound by its own telecopied signature and to accept the telecopied
        signatures of the other parties.

24.     All notices under this agreement will be in writing and will be
        delivered by personal service or telegram, telecopy or certified mail to
        such address as may be designated from time to time by the relevant
        party, and which will initially be as set forth below:

        If to Consignee:                        If to Consignor:

        Barry's Jewelers, Inc.                  NAME
        111 W. Lemon Avenue                     ADDRESS
        Monrovia, CA  91016                     CITY
        Attn:  Randy McCullough                 Attn:












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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

BARRY'S JEWELERS, INC.:                      NAME
(Consignee)                                  (CONSIGNOR)

Date: __________________________             DATE: ____________________________



________________________________             __________________________________
Authorized Signatory                         Authorized Signatory






















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                            SCHEDULE A TO CONSIGNMENT
                    AGREEMENT BETWEEN BARRY'S JEWELERS, INC.,
                                  AND CONSIGNOR






















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                            SCHEDULE B TO CONSIGNMENT
                    AGREEMENT BETWEEN BARRY'S JEWELERS, INC.
                                  AND CONSIGNOR



                           SEE STORE LISTING ATTACHED






























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                     SCHEDULE C TO CONSIGNMENT AGREEMENT BETWEEN BARRY'S
                          JEWELERS, INC. AND CONSIGNOR



1. Bank Boston, N.A., individually and as agent ("Agent") for CIT Group/Business
Credit, Inc., Sanwa Business Credit Corporation, and Jackson National Life
Insurance Company, and each of their respective successors and assigns
(collectively, the "Lenders").

2. CIT Group/Business Credit, Inc., and its successors and assigns;

3. Sanwa Business Credit Corporation, and its successors and assigns;

4. Jackson National Life Insurance Company, and its successors and assig\ns;

5. First Trust National Association, as the trustee (the "Indenture Trustee")
for the holders of 11% Senior Secured Notes due December 22, 2000, and its
successors and assigns;

6. The holders of the 11% Senior Secured Notes due December 22, 2000, and their
successors and assigns;

7. BankBoston, N.A., as the collateral agent for itself (for the benefit of the
Lenders) and the Indenture Trustee, and its successors and assigns.














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