FIRST SUPPLEMENTAL INDENTURE
                          ----------------------------

        This First Supplemental Indenture ("First Supplement") dated as of
August 31, 1993, among Town & Country Corporation, a Massachusetts corporation
(the "Company"), Shawmut Bank, N.A., a national banking association, as trustee
(the "Trustee") and the Guarantors listed on the signature pages hereto. All
capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Indenture dated as of May 14, 1993 among the Company, the
Trustee and the Guarantors (the "Indenture").

        WHEREAS, the Company, the Trustee and the Guarantors desire to amend the
Indenture to the extent set forth in this First Supplement; and

        WHEREAS, in accordance with Section 9.02 of the Indenture, each
Securityholder has consented to this First Supplement.

        NOW, THEREFORE, the Company, the Guarantors and the Trustee hereby agree
as follows:

        1. Article 1 of the Indenture is hereby amended as follows: 

           (a) By adding thereto, in the appropriate alphabetical order, the
following new defined terms:

               "'Collateral Proceeds Offer' has the meaning set forth in Section
               3.09

               'Collateral Proceeds Offer Amount' has the meaning set forth in
               Section 3.09.

               'Collateral Proceeds Offer Date' has the meaning set forth in
               Section 3.09.

               'Collateral Proceeds Offer Redemption Date' has the meaning set
               forth in Section 3.09.

           (b) By deleting the definition "fiscal year" appearing therein in its
entirety and substituting therefor the following:

               "'fiscal year' of the Company shall mean the fifty-two or

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               fifty-three week period, as the case may be, ending on the last
               Sunday in February of each year."

        2. Article 3 of the Indenture is hereby amended by adding thereto a new
Section 3.09 as follows: 

"Section 3.09. Collateral Proceeds Offers.

           (a) Without limiting the obligations of the Company under Sections
3.02(a) and (b), the Company may at any time at which it holds Collateral
Proceeds make an offer in accordance with this Section 3.09 (a "Collateral
Proceeds Offer") to the Securityholders to redeem an amount of Securities not in
excess of the amount of Collateral Proceeds then held by the Company (the
"Collateral Proceeds Offer Amount"), at a redemption price which shall be equal
to 100% of the principal amount thereof plus accrued and unpaid interest to and
including the date of redemption.

           (b) On or before the date fifteen (15) days prior to the date on
which the Company intends to make a Collateral Proceeds Offer (the "Collateral
Proceeds Offer Date"), the Company shall deliver to the Trustee an Officers'
Certificate stating:

               (i) the redemption price;

               (ii) the date fixed for redemption which shall be the Business
           Day next succeeding the twentieth Business Day following the date of
           the Collateral Proceeds Offer Date (the "Collateral Proceeds Offer
           Redemption Date");

               (iii) the maximum aggregate principal amount of Securities that
           may be redeemed; and

               (iv) whether it requests the Trustee to give notice to each
           Securityholder as required under Section 3.09(c).

           (c) The Company shall make a Collateral Proceeds Offer by mailing no
later than the Collateral Proceeds Offer Date notice by first-class mail to each
Securityholder.

        The notice, which shall govern the terms of the Collateral Proceeds
Offer, shall state:

               (i) the redemption price;

               (ii) the Collateral Proceeds Offer Redemption Date;

               (iii) the maximum aggregate principal amount of Securities that
           may be redeemed;

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               (iv) the name and address of the Paying Agent;

               (v) that any Security not tendered or not accepted for payment
           will continue to accrue interest;

               (vi) that Securities called for redemption pursuant to this
           Section 3.09 must be surrendered to the Paying Agent to collect the
           redemption price;

               (vii) that any Security accepted for payment pursuant to the
           Collateral Proceeds Offer shall cease to accrue interest after the
           Collateral Proceeds Offer Redemption Date;

               (viii) that any Securityholder electing to have a Security
           redeemed pursuant to the Collateral Proceeds Offer will be required
           to provide written notice of such election to the Trustee on or
           before the date ten (10) days preceding the Collateral Proceeds Offer
           Redemption Date, and will be required to surrender the Security duly
           endorsed in blank to the Paying Agent at the address specified on the
           notice at least five (5) days before the Collateral Proceeds
           Redemption Date, together with a copy of such Securityholder's
           election to accept the Company's offer to redeem such Security or a
           letter acknowledging such Securityholder's election to accept the
           Company's offer to redeem such Security;

               (ix) that Securityholders will be entitled to withdraw their
           election if the Trustee receives, not later than three (3) Business
           Days prior to the Collateral Proceeds Redemption Date, a telegram,
           telex, facsimile transmission or letter setting forth the name of the
           Securityholder, the principal amount of any Securities the
           Securityholder delivered for redemption and statement that such
           Securityholder is withdrawing his election to have such Securities
           redeemed;

               (x) that Securityholders whose Securities were accepted for
           payment only in part will be issued new Securities equal in principal
           amount to the unredeemed portion of the Securities surrendered; and

               (xi) the CUSIP number of the Securities, if any.

        At the Company's request, the Trustee shall give notice of a Collateral
Proceeds Offer in the Company's name and at its expense.

        A Securityholder receiving a Collateral Proceeds Offer may elect to have
redeemed any or all Securities held by such Securityholder to which the
Collateral Proceeds Offer relates by providing written notice thereof to the
Trustee so as to be received by the Trustee on or before the date ten (10) days
preceding the Collateral Proceeds Offer Redemption Date.

        In the event that Securities in an aggregate principal amount in excess
of the Collateral

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Proceeds Offer Amount are tendered and not withdrawn, then the Company shall
purchase Securities on a pro rata basis based on the principal amount of
Securities tendered (with such adjustment as may be deemed fair and appropriate
by the Trustee so that only Securities in denominations of $50.00 or integral
multiples of $50.00 shall be redeemed). The Company shall notify each Holder
electing to have Securities redeemed at least one Business Day prior to the
Collateral Proceeds Redemption Date as to the principal amount of Securities
held by such Holder to be redeemed.

           (d) Not less than one Business Day prior to the Collateral Proceeds
Redemption Date, if any Securityholders shall have surrendered their Securities
pursuant to the Collateral Proceeds Offer, the Company shall deposit with the
Paying Agent in immediately available funds money sufficient to pay the
redemption price of and accrued and unpaid interest on all Securities to be
redeemed on that date up to the maximum amount required under this Section. The
Paying Agent shall return to the Company any money not required for that
purpose.

           (e) On the Collateral Proceeds Redemption Date, Securities
surrendered to and accepted for payment by the Paying Agent shall be paid at the
redemption price, plus accrued and unpaid interest to and including the
Collateral Proceeds Redemption Date.

           (f) Upon surrender of a Security that is redeemed in part, the
Company shall execute and issue, the Guarantors shall endorse, and the Trustee
shall authenticate for the Securityholder (at the Company's expense) a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.

           (g) The obligation of the Company to redeem Securities pursuant to
Section 3.02(a) or (b) on any Collateral Redemption Date shall be reduced by an
amount equal to 100% of the principal amount of the Securities that the Company
has delivered to the Trustee for cancellation through its redemption pursuant to
this Section 3.09 during the period from the date following the preceding
Collateral Redemption Date to but not including such Collateral Redemption Date.

        3. The form of Security attached to the Indenture as Exhibit "A" is
hereby deleted in its entirety and the form of Security attached hereto as
Exhibit "A" substituted therefor.

        4. Except as expressly amended hereby, the terms and provisions of the
Indenture are hereby ratified, confirmed and remain in full force and effect.

                                  [End of Text]

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        IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first above written.

                                        COMPANY:

                                        TOWN & COUNTRY CORPORATION


                                        By: /s/ Francis X. Correra
                                            ___________________________________
                                            Name: Francis X. Correra
                                            Title: Sr. V.P. amd C.F.O.


                                        GUARANTORS:

                                        TOWN & COUNTRY FINE JEWELRY
                                        GROUP, INC.


                                        By: /s/ Francis X. Correra
                                            ___________________________________
                                            Name: Francis X. Correra
                                            Title: Vice President


                                        L.G. BALFOUR COMPANY, INC.


                                        By: /s/ Francis X. Correra
                                            ___________________________________
                                            Name: Francis X. Correra
                                            Title: Exec. Vice President


                                        GOLD LANCE, INC.


                                        By: /s/ Francis X. Correra
                                            ___________________________________
                                            Name: Francis X. Correra
                                            Title: Treasurer


                                        TRUSTEE:

                                        SHAWMUT BANK, N.A., as Trustee


                                        By: /s/ Lee E. MacDonald
                                            ___________________________________
                                            Name: Lee E. MacDonald
                                            Title: Assistant Vice Presiden


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