AMENDMENT NO. 8

                              AND LIMITED CONSENT


     THIS AMENDMENT NO. 8 AND LIMITED  CONSENT (this  "Amendment") is made as of
December 30, 1999, by and between  FINLAY FINE JEWELRY  CORPORATION,  a Delaware
corporation  with its principal  office at 521 Fifth Avenue,  New York, New York
10175 (the "Consignee") and BANKBOSTON,  N.A., as successor in interest to Rhode
Island  Hospital Trust National Bank, a national  banking  association  with its
principal  office at 100 Federal  Street,  Boston,  MA 02110 (the  "Consignor"),
amending certain  provisions of the Gold Consignment  Agreement dated as of June
15, 1995 (as amended,  modified or supplemented and in effect,  the "Consignment
Agreement"),  by and between the Consignee and the Consignor.  Capitalized terms
used  herein  which are  defined in the  Consignment  Agreement  and not defined
herein shall have the same meaning herein as therein.

     WHEREAS,  the Consignee and its wholly owned  Subsidiary,  Societe Nouvelle
D'Achat De Bijouterie-S.O.N.A.B., a French "societe en nom collectif" ("Sonab"),
wish to sell certain of the assets of Sonab, including  substantially all of the
inventory of Sonab,  pursuant to the terms and  conditions of that certain Asset
Purchase Agreement dated December 23, 1999 among Sonab,  Histoire d'Or, a French
"societe  anonyme",  and Cogestand,  a French "societe  anonyme" and wholly owed
Subsidiary  of Histoire  d'Or,  a copy of which is attached  hereto as Exhibit A
(such  agreement in the form  attached  hereto as Exhibit A,  together  with the
ancillary  documents attached hereto  respectively as Exhibits A-1, A-2, A-3 and
A-4, the "Sonab Purchase Agreement");

     WHEREAS,  the  Consignee has  requested  that the Consignor  consent to the
transactions contemplated by the Sonab Purchase Agreement and agree to amend the
terms of the Consignment Agreement in certain respects as hereinafter more fully
set forth;

     WHEREAS, the Consignor is willing to consent to such transactions and amend
the terms of the Consignment  Agreement and such other Consignment  Documents in
such respects upon the terms and subject to the conditions contained herein;

     NOW, THEREFORE,  in consideration of the mutual agreements contained in the
Consignment  Agreement,  herein and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     S1.  Amendment  of  S1 of  the  Consignment  Agreement.  Section  1 of  the
Consignment Agreement is hereby amended by:

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     (a)  inserting  immediately before the period (".") at the end of the first
          sentence of the  definition  of  "Consolidated  EBITDA" the  following
          text: "plus (f) to the extent deducted in calculating such net income,
          the gross amount of the write-off  associated with the Sonab Transfer,
          the  liquidation  of the balance of the net assets of Sonab  following
          the Sonab  Transfer and the closure of the Sonab  operation  following
          the Sonab Transfer,  with the amounts  contemplated by this subsection
          (f) not to exceed $27,000,000 in the aggregate."

     (b)  inserting,  in the order required by alphabetical order, the following
          new definitions:

          "Histoire  d'Or:  Collectively,   Histoire  d'Or,  a  French  "societe
          anonyme",  and  its  wholly  owned  Subsidiary,  Cogestand,  a  French
          "societe anonyme"."

          "Sonab Purchase Agreement: The Asset Purchase Agreement dated December
          23, 1999 among Sonab and Histoire  d'Or,  and the ancillary  documents
          associated  therewith,  each  respectively  in the forms  attached  to
          Amendment  No. 8 and Limited  Consent  dated as of  December  30, 1999
          between the  Consignor  and the Consignee as Exhibits A, A-1, A-2, A-3
          and A-4."

          "Sonab Transfer:  The sale by Sonab to Histoire d'Or of certain of its
          assets  pursuant to and on the terms and  conditions  set forth in the
          Sonab  Purchase  Agreement.   Without  limiting  the  foregoing,   the
          aggregate  purchase price received or to be received by Sonab pursuant
          to the Sonab  Purchase  Agreement  shall be at least  $7,500,000,  and
          neither  Sonab nor the  Consignee  shall  retain  any  liabilities  or
          obligations with respect to such assets other than such liabilities or
          obligations  as are  specifically  set  forth  in the  Sonab  Purchase
          Agreement."

     S2.  Amendment of S8.1(c) of the Consignment  Agreement.  Section 8.1(c) of
the  Consignment  Agreement  is hereby  amended by  deleting  the  parenthetical
contained in subsection (i) in its entirety and substituting in lieu thereof the
following text: "(except for the abandonment of intellectual  property rights of
the  Consignee  or such  Subsidiary  permitted  by  S8.2(e)(iii)(E)  and for the
dissolution of Sonab following the consummation of the transactions contemplated
by the Sonab Purchase  Agreement and the liquidation of any remaining  assets of
Sonab)".

     S3.  Amendment of S8.2(a) of the Consignment  Agreement.  Section 8.2(a) of
the Consignment Agreement is hereby amended by:

     (a)  inserting at the beginning of subsection  (A) of subsection  (xvi) the
          following text:

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          "prior to the  consummation of the Sonab Transfer,  the liquidation of
          the balance of the net assets of Sonab  following  the Sonab  Transfer
          and the closure of the Sonab operation following the Sonab Transfer,";

     (b)  deleting the word "and" between  subsections (A) and (B) of subsection
          (xvi) thereof;

     (c)  deleting existing subsection (B) thereof in its entirety; and

     (d)  inserting,  immediately  before  the  semicolon  (";")  at the  end of
          subsection (xvi) thereof, the following text:

          ", and (B) to Histoire d'Or consisting of indemnification obligations,
          purchase price adjustments and other similar  obligations  incurred or
          assumed in connection  with the Sonab Transfer in accordance  with the
          terms and conditions of the Sonab Purchase Agreement".

     S4.  Amendment of S8.2(c) of the Consignment  Agreement.  Section 8.2(c) of
the Consignment Agreement is hereby amended by:

     (a)  inserting,  at the beginning of subsection (xx) thereof, the following
          text:

          "prior to the  consummation of the Sonab Transfer,  the liquidation of
          the balance of the net assets of Sonab  following  the Sonab  Transfer
          and the closure of the Sonab operation following the Sonab Transfer,";

     (b)  deleting the word "and" from the end of subsection (xxii) thereof;

     (c)  inserting the word "and" at the end of subsection (xxiii) thereof; and

     (d)  inserting,   immediately   after   subsection   (xxiii)   thereof  and
          immediately  before the  proviso at the end  thereof a new  subsection
          (xxiv) with the following text:

          "(xxiv)  investments  by  Sonab  consisting  of  that  portion  of the
          aggregate  purchase price of the Sonab Transfer to be paid to Sonab on
          a deferred basis or to be held in escrow, in each case pursuant to the
          terms and conditions of the Sonab Purchase Agreement;".

     S5.  Amendment  of  S8.2(e)(iii)  of  the  Consignment  Agreement.  Section
8.2(e)(iii) of the Consignment Agreement is hereby amended by:

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     (a)  inserting a comma (",") and a new subsection "(H)" immediately  before
          the word "or" and existing subsection "(H)", with the following text:

          ", (H) the Sonab Transfer  pursuant to the Sonab Purchase  Agreement";
          and

     (b)  changing the  lettering  of existing  subsection  "(H)" to  subsection
          "(I)".

     S6.  Amendment of S8.2(f) of the Consignment  Agreement.  Section 8.2(f) of
the Consignment Agreement is hereby amended by inserting, immediately before the
semicolon (";") at the end of subsection (ii) thereof the following text:

          ";  provided,  however,  that Sonab may effect the Sonab  Transfer  as
          contemplated  by the  Sonab  Purchase  Agreement  and  may  thereafter
          provide  transition   services  as  required  by  the  Sonab  Purchase
          Agreement, liquidate its remaining assets and close its operations".

     S7.  Amendment of S8.2(i) of the Consignment  Agreement.  Section 8.2(i) of
the Consignment Agreement is hereby amended by inserting, immediately before the
period (".") at the end thereof, the following text:

          "; provided, however, that, if otherwise prohibited by this subsection
          (i),  the  Borrower  and the Parent  may make  severance  payments  to
          Bernard  Gelbfarb  and  Oliver  DeBost  in  connection  with the Sonab
          Transfer".

     S8.  Amendment  of Section  8.3(a) of the  Consignment  Agreement.  Section
8.3(a) of the Consignment Agreement is hereby amended by inserting the following
text immediately after subsection (i)(C):

          "plus  (D)  the  amount  of the  tax  credit  to the  Parent  and  its
          Subsidiaries as a result of the write-off associated with of the Sonab
          Transfer,  the subsequent liquidation of the balance of the net assets
          of Sonab and the closure of the Sonab operation".

     S9.  Limited  Consent.  Subject  to  the  satisfaction  of  the  conditions
precedent  set  forth  in S11  hereof,  the  Consignor  hereby  consents  to the
execution and delivery by the Consignee of Amendment Agreement No. 7 and Waiver,
amending the Amended and Restated  Credit  Agreement  dated as of September  11,
1997,  among the Consignee,  the Parent,  the Dollar Agent and the lenders party
thereto, such Amendment No. 7 being in substantially the form attached hereto as
Exhibit B.

     S10.  Representations  and Warranties.  The Consignee hereby represents and
warrants to the Consignor as follows:

<PAGE>

     (a)  Representations   and   Warranties  in  Consignment   Agreement.   The
          representations  and  warranties  of the  Consignee  contained  in the
          Consignment  Agreement were true and correct in all material  respects
          when made and continue to be true and correct in all material respects
          on the date  hereof,  except to the extent of changes  resulting  from
          transactions  contemplated or permitted by the  Consignment  Documents
          and this  Amendment  and changes  occurring in the ordinary  course of
          business that do not result in a Materially Adverse Effect, and to the
          extent that such representations and warranties relate expressly to an
          earlier date.

     (b)  Authority, No Conflicts, Etc. The execution,  delivery and performance
          by the  Consignee  of  this  Amendment  and  the  consummation  of the
          transactions contemplated hereby (i) are within the corporate power of
          the Consignee and have been duly authorized by all necessary corporate
          action on the part of the Consignee,  (ii) do not require any approval
          or consent of, or filing with, any  governmental  agency or authority,
          or any other person,  association or entity (except for the consent of
          the Dollar  Agent and the  lenders  under the Dollar  Facility,  which
          consent is being  obtained  concurrently  herewith  as required by S11
          hereof),  which  bears  on  the  validity  of  this  Amendment  or the
          Consignment  Documents and which is required by law or the  regulation
          or rule of any agency or authority,  or other person,  association  or
          entity,  (iii) do not  violate  any  provisions  of any  law,  rule or
          regulation or any provision of any order, writ, judgment,  injunction,
          decree,  determination  or award  presently  in  effect  in which  the
          Consignee  is named  in a manner  which  has or  could  reasonably  be
          expected to have a Materially Adverse Effect,  (iv) do not violate any
          provision of the Charter Documents of the Consignee, (v) do not result
          in any  breach of or  constitute  a default  under  any  agreement  or
          instrument  to which the Consignee is a party or by which it or any of
          its properties is bound,  including without  limitation any indenture,
          loan or credit  agreement,  lease,  debt instrument or mortgage,  in a
          manner which has or could  reasonably be expected to have a Materially
          Adverse  Effect,  and (vi) do not result in or require the creation or
          imposition  of any mortgage,  deed of trust,  pledge,  lien,  security
          interest or other charge or  encumbrance of any nature upon any of the
          assets or properties of the Consignee except in favor of the Consignor
          pursuant to the Security Documents.

     (c)  Enforceability  of Obligations.  This Amendment has been duly executed
          and delivered by the Consignee and  constitutes  the legal,  valid and
          binding obligation of the Consignee, enforceable against the Consignee
          in accordance  with its terms,  provided that (a)  enforcement  may be
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          fraudulent  conveyance  or  transfer,  moratorium  or similar  laws of
          general  application  affecting  the

<PAGE>

          rights and remedies of creditors,  and (b)  enforcement may be subject
          to general  principles of equity, and the availability of the remedies
          of specific  performance  and injunctive  relief may be subject to the
          discretion of the court before which any proceedings for such remedies
          may be brought.

     S11.  Conditions to Effectiveness.  This Amendment shall be effective as of
the date first above written (the "Effective Date") upon the Consignor's receipt
of each of the following, in each case in form and substance satisfactory to the
Consignor:

     (a)  this  Amendment  duly  executed  by  each  of the  Consignee  and  the
          Consignor;

     (b)  a copy  of the  Sonab  Purchase  Agreement,  including  the  ancillary
          documents related thereto,  in the respective forms attached hereto as
          Exhibits  A,  A-1,  A-2,  A-3 and A-4,  duly  executed  by each of the
          parties  thereto and duly  certified  by the  Secretary  or  Assistant
          Secretary  of the  Consignee as being true,  correct,  complete and in
          full force and effect, without further amendment or modification; and

     (c)  evidence of the  Consignee's  receipt of all necessary or  appropriate
          third  party  consents or  approvals  to the  amendments  contemplated
          hereby, including, without limitation,  consents or approvals from the
          Dollar  Agent and each of the  applicable  lenders  under  the  Dollar
          Facility.

     S12.  Ratifications,  etc. Except as expressly  provided in this Amendment,
all of the terms  and  conditions  of the  Consignment  Agreement  and the other
Consignment  Documents shall remain in full force and effect.  All references in
the  Consignment  Agreement  or  any  related  agreement  or  instrument  to the
Consignment  Agreement shall  hereafter  refer to the  Consignment  Agreement as
amended  hereby.  The Consignee  confirms and agrees that the Obligations of the
Consignee  to the  Consignor  under the  Consignment  Documents,  as amended and
supplemented  hereby,  are secured by and are  entitled  to the  benefits of the
Security Documents.

     S13. Expenses.  Without limiting the expense reimbursement requirements set
forth in S11 of the Consignment Agreement, the Consignee agrees to pay on demand
all costs and expenses,  including reasonable  attorneys' fees, of the Consignor
incurred in connection with this Amendment.

     S14.  No Implied  Waiver.  Except as  expressly  provided  herein,  nothing
contained  herein shall  constitute a waiver of, impair or otherwise  affect any
Obligations,  any  other  obligations  of  the  Consignee  or any  right  of the
Consignor consequent thereon.

<PAGE>

     S15.  Governing  Law.  This  Amendment  is  intended  to take  effect as an
instrument  under seal and shall be  construed  according to and governed by the
internal laws of the Commonwealth of Massachusetts.

     S16.  Execution  in  Counterparts.  This  Amendment  may be executed in any
number of  counterparts  and by each  party on a separate  counterpart,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
together shall  constitute one instrument.  In proving this Amendment,  it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.




















<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.


                                     FINLAY FINE JEWELRY
                                      CORPORATION


                                     By:  /s/ Bruce Zurlnick
                                          -------------------------------------
                                          Name: Bruce Zurlnick
                                          Title:   Vice President and Treasurer


                                     BANKBOSTON, N.A., as successor in
                                     interest to RHODE ISLAND HOSPITAL
                                     TRUST NATIONAL BANK


                                     By:  /s/ Michael E. Smith
                                          -------------------------------------
                                          Name: Michael E. Smith
                                          Title:   Vice President