AMENDMENT No. 9

     AMENDMENT  AGREEMENT  No. 9 (this  "Amendment")  dated as of April 20, 2000
among FINLAY  ENTERPRISES,  INC. a Delaware  corporation (the "Parent"),  FINLAY
FINE JEWELRY CORPORATION,  a Delaware  corporation (the "Company"),  the lenders
named herein and signatory  hereto (the "Lenders") and GENERAL  ELECTRIC CAPITAL
CORPORATION, as agent (the "Agent"), for the Lenders.

                             W I T N E S S E T H :

     WHEREAS,  the Parent, the Company, the Lenders and the Agent are parties to
an Amended and Restated  Credit  Agreement  dated as of  September  11, 1997 (as
heretofore and hereafter amended,  modified or supplemented from time to time in
accordance with its terms, the "Credit Agreement");

     WHEREAS,  subject to the terms and conditions  contained herein the parties
hereto desire that certain provisions of the Credit Agreement be amended;

     NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged,  and subject to the fulfillment of the conditions set forth
below, the parties hereto agree as follows:

     1.  Defined  Terms.  Unless  otherwise  specifically  defined  herein,  all
capitalized  terms used herein shall have the  respective  meanings  ascribed to
such terms in the Credit Agreement.

     2.  Amendment  to Credit  Agreement.  Upon the  Effective  Date (as defined
herein), the Credit Agreement shall be amended as follows: (a) The definition of
"EBITDA"  contained in Section 1.1 of the Credit  Agreement is hereby amended by
replacing the term "$27 million"  appearing in clause  (ii)(D)  thereof with the
term "$28.631 million".

     3.  Representations  and  Warranties.  Each of the Parent  and the  Company
represents and warrants as follows (which  representations  and warranties shall
survive the execution and delivery of this Amendment):

     (a) Each of the Parent and the  Company has taken all  necessary  action to
authorize the execution, delivery and performance of this Amendment.

     (b) This  Amendment  has been duly executed and delivered by the Parent and
the Company and the  acknowledgement  attached hereto has been duly executed and
delivered by each Subsidiary. This Amendment and the Credit Agreement as amended
hereby constitute the legal,  valid and binding obligation of the Parent and the
Company,  enforceable  against them in accordance with their  respective  terms,
subject to

<PAGE>

applicable bankruptcy,  reorganization,  insolvency, moratorium and similar laws
affecting the enforcement of creditors'  rights  generally and by general equity
principles.

     (c) No consent or approval of any person, firm,  corporation or entity, and
no consent,  license, approval or authorization of any governmental authority is
or will be required in connection  with the  execution,  delivery,  performance,
validity or enforcement of this Amendment other than any such consent, approval,
license or  authorization  which has been obtained and remains in full force and
effect or where the  failure  to  obtain  such  consent,  approval,  license  or
authorization would not result in a Material Adverse Effect.

     (d) After  giving  effect to this  Amendment,  each of the  Company and the
Parent is in compliance  with all of the various  covenants and  agreements  set
forth in the Credit Agreement and each of the other Loan Documents.

     (e) After  giving  effect to this  Amendment,  no event has occurred and is
continuing which constitutes a Default or an Event of Default.

     (f) All  representations  and warranties  contained in the Credit Agreement
and each of the  other  Loan  Documents  are true and  correct  in all  material
respects as of the date hereof,  except to the extent that any representation or
warranty relates to a specified date, in which case such are true and correct in
all material respects as of the specific date to which such  representations and
warranties relate.

     4.  Effective  Date.  This  Amendment  shall  not  become   effective  (the
"Effective  Date") until (i) this Amendment has been duly executed and delivered
by the Company,  the Parent,  the Majority  Lenders and the Agent;  and (ii) the
acknowledgement  attached  hereto shall have been executed and delivered by each
of the Subsidiaries.

     5.  Expenses.  The Company  agrees to pay on demand all costs and expenses,
including  reasonable  attorneys' fees, of the Agent incurred in connection with
this Amendment.

     6. Continued Effectiveness.  The term "Agreement",  "hereof",  "herein" and
similar terms as used in the Credit Agreement,  and references in the other Loan
Documents to the Credit  Agreement,  shall mean and refer to, from and after the
Effective Date, the Credit  Agreement as amended by this Amendment.  Each of the
Company and the Parent hereby  agrees that all of the  covenants and  agreements
contained in the Credit Agreement and the Loan Documents are hereby ratified and
confirmed in all respects.

     7. Gold Consignment Agreement.  The Lenders hereby consent to the execution
and delivery by the Company of an amendment  to the Gold  Consignment  Agreement
consistent with the terms of this Amendment.

     8.  Counterparts.  This Amendment may be executed in counterparts,  each of
which shall be an original, and all of which, taken together, shall constitute a
single  instrument.  Delivery of an executed  counterpart of a signature page to
this

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<PAGE>

Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.

     9.  Governing  Law. This  Amendment  shall be governed by, and construed in
accordance  with, the laws of the State of New York without giving effect to the
conflict of laws provisions thereof.

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<PAGE>

     IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the date first written above.

                                 FINLAY ENTERPRISES, INC.


                                  By: /s/ Bruce Zurlnick
                                      ---------------------------------------
                                      Name:  Bruce Zurlnick
                                      Title: Senior Vice President and Chief
                                      Financial Officer

                                  FINLAY FINE JEWELRY CORPORATION


                                  By: /s/ Bruce Zurlnick
                                      ---------------------------------------
                                      Name:  Bruce Zurlnick
                                      Title: Senior Vice President and Chief
                                      Financial Officer


                                  GENERAL ELECTRIC CAPITAL CORPORATION,
                                  Individually and as Agent


                                  By: /s/ James F. Hogan, Jr.
                                      ---------------------------------------
                                      Name:  James F. Hogan, Jr.
                                      Title: Duly Authorized Signatory

                                  FLEET PRECIOUS METALS, INC.


                                  By: /s/ Richard M. Seufert
                                      ---------------------------------------
                                      Name:  Richard M. Seufert
                                      Title: Vice President

                                  By: /s/ John M. Regan
                                      ---------------------------------------
                                      Name:  John M. Regan
                                      Title: Vice President

                                  THE CHASE MANHATTAN BANK

                                  By: /s/ Irene B. Spector
                                      ---------------------------------------
                                      Name:  Irene B. Spector
                                      Title: Vice President

<PAGE>

                                  GOLDMAN SACHS CREDIT PARTNERS L.P.


                                  By: /s/  Stephen B. King
                                      ---------------------------------------
                                      Name:  Stephen B. King
                                      Title: Authorized Singatory

                                  ABN AMRO BANK N.V.


                                  By: /s/ Jeffrey Sarfaty
                                      ---------------------------------------
                                      Name:  Jeffrey Sarfaty
                                      Title:    Vice President

                                  By: /s/ Ned Koppelson
                                      ---------------------------------------
                                      Name:  Ned Koppelson
                                      Title: Vice President

                                  BANK LEUMI


                                  By: /s/ D. Selove
                                      ---------------------------------------
                                      Name:  D. Selove
                                      Title: Vice President

                                  By: /s/ J. Pfeffer
                                      ---------------------------------------
                                      Name:  J. Pfeffer
                                      Title: Senior Vice President


                                  TRANSAMERICA BUSINESS CREDIT
                                  CORPORATION


                                  By: /s/ Michael S. Burns
                                      ---------------------------------------
                                      Name:  Michael S. Burns
                                      Title: Senior Vice President
<PAGE>

Each of the Guarantors, by signing below, confirms in favor of the Agent and the
Lenders that it consents to the terms and conditions of the foregoing  Amendment
No. 9 relating to the Amended and Restated  Credit  Agreement and agrees that it
has no defense, offset, claim, counterclaim or recoupment with respect to any of
its obligations or liabilities under its respective  Guaranty and that all terms
of such Guaranty shall  continue in full force and effect,  subject to the terms
thereof.

FINLAY JEWELRY, INC.


By: /s/ Bruce Zurlnick
    -----------------------------------------
    Name:  Bruce Zurlnick
    Title: Senior Vice President and Chief Financial Officer


SONAB HOLDINGS, INC.


By: /s/ Bruce Zurlnick
    -----------------------------------------
    Name:  Bruce Zurlnick
    Title: Senior Vice President and Chief Financial Officer


SONAB INTERNATIONAL, INC.


By: /s/ Bruce Zurlnick
    -----------------------------------------
    Name:  Bruce Zurlnick
    Title: Senior Vice President and Chief Financial Officer


SOCIETE NOUVELLE D'ACHAT DE BIJOUTERIE - S.O.N.A.B.


By: /s/ Bruce Zurlnick
    -----------------------------------------
    Name:  Bruce Zurlnick
    Title: Attorney-in-Fact


FINLAY MERCHANDISING & BUYING, INC.


By: /s/ Bruce Zurlnick
    -----------------------------------------
    Name:  Bruce Zurlnick
    Title: Senior Vice President and Chief Financial Officer