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                                Exhibit No. 10.45
                                -----------------
                          NINTH AMENDMENT AND AGREEMENT
                          -----------------------------
                                       TO
                                       --
                              CONSIGNMENT AGREEMENT
                              ---------------------


         THIS NINTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT is made as
of the 1st day of March, 2000, by and between FLEET PRECIOUS METALS INC., a
Rhode Island corporation with its principal offices at 111 Westminster Street,
Providence, Rhode Island 02903 (the "Consignor") and MICHAEL ANTHONY JEWELERS,
INC., a Delaware corporation with its principal office at 115 South MacQuesten
Parkway, Mount Vernon, New York 10550 (the "Consignee").

                                WITNESSETH THAT:

         WHEREAS, the Consignor and the Consignee are parties to a certain
Consignment Agreement dated as of August 20, 1993, as previously amended by
various amendments and letter agreements (as amended, the "Consignment
Agreement") pursuant to which the Consignor agreed to consign precious metals to
the Consignee from time to time for use in the Consignee's manufacturing
operations; and

         WHEREAS, the parties hereto desire to amend the Consignment Agreement
as hereinafter provided;

         NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1. All capitalized terms used herein without definition shall have the
meanings assigned by the Consignment Agreement.

         2. Effective the date hereof, the definition of "Security Agreement" is
amended in its entirety to read as follows:

                  "Security Agreement" shall mean that certain Security
         Agreement dated August 20, 1993 (as amended and as the same may be
         amended from time to time), of the Consignee in favor of the Consignor,
         as agent for itself and for ABN AMRO Bank N.V., New York Branch; Credit
         Suisse First Boston, Paribas and Mitsui & Co. (U.S.A.), Inc."

         3. Subsection 13(n) of the Consignment Agreement is hereby amended to
read as follows:

                  "(n) Occurrence of an event of default under any credit, loan
         or consignment agreement to which Consignee is a party, as amended or
         modified from time to time, including, without limitation (i) that
         certain Loan and Security Agreement between the Debtor and the GECB
         dated January 29, 1999 as evidenced by that certain Term Promissory
         Note of the Consignee payable to the order of GECB in the original
         principal amount of up to $10,500,000 issued pursuant to the Term Loan
         Agreement; (ii) that certain Consignment Agreement

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         dated as of August 20, 1993 between Consignee and ABN AMRO Bank N.V.,
         New York Branch, (iii) that certain Consignment Agreement dated as of
         January 31, 1994 between Consignee and Credit Suisse First Boston, (iv)
         that certain Consignment Agreement dated as of October 23, 1998 between
         Consignee and Paribas, (v) that certain Consignment Agreement between
         Consignee and Mitsui & Co. (U.S.A.), Inc. dated November 29, 1999, and
         (vi) that certain Line of Credit Agreement dated as of September 12,
         1994 between the Consignee and The Chase Manhattan Bank;"

         4. Effective the date hereof, of the Consignment Agreement is amended
by adding a new Paragraph 17 to read in its entirety as follows (in the event of
any inconsistency between the Consignment Agreement and the provisions of
Paragraph 17, the provisions of Paragraph 17 shall prevail and govern):

                  "17. (a) The Consignor may at any time pledge all or any
         portion of its rights under the consignment documents to any of the
         twelve (12) Federal Reserve Banks organized under Section 4 of the
         Federal Reserve Act, 12 U.S.C Section 341. No such pledge or
         enforcement thereof shall release the Consignor from its obligations
         under any of the loan and consignment documents.

                  (b) The Consignor shall have the unrestricted right at any
         time or from time to time, and without the Consignee's consent, to
         assign all or any portion of its rights and obligations hereunder to
         one or more banks or other financial institutions (each, an
         "Assignee"), and the Consignee agrees that it shall execute, or cause
         to be executed, such documents, including without limitations,
         amendments to this Agreement and to any other documents, instruments
         and agreements executed in connection herewith as the Consignor shall
         deem necessary to effect the foregoing. In addition, at the request of
         the Consignor and any such Assignee, the Consignee shall issue one or
         more new consignment agreements, as applicable, to any such Assignee
         and, if the Consignor has retained any of its rights and obligations
         hereunder following such assignment, to the Consignor, which new
         consignment agreements shall be issued in replacement of, but not in
         discharge of, the liability evidenced by the consignment agreement held
         by the Consignor prior to such assignment and shall reflect the amount
         of the respective commitments held by such Assignee and the Consignor
         after giving effect to such assignment. Upon the execution and delivery
         of appropriate assignment documentation, amendments and any other
         documentation required by the Consignor in connection with such
         assignment, and the payment by Assignee of the purchase price agreed to
         by the Consignor and such Assignee, such Assignee shall be a party to
         this Agreement and shall have all of the rights and obligations of the
         Consignor hereunder (and under any and all other guaranties, documents,
         instruments and agreements executed in connection herewith) to the
         extent that such rights and obligations have been assigned by the
         Consignor pursuant to the assignment documentation between the
         Consignor and such Assignee, and the Consignor shall be released from
         its obligations hereunder and thereunder to a corresponding extent.

                  (c) The Consignor shall have the unrestricted right at any
         time and from time to time, and without the consent of, or notice to,
         the Consignee, to

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         grant to one or more banks or other financial institutions (each, a
         "Participant") participating interests in the Consignor's obligations
         hereunder and/or any or all of the credit facilities held by the
         Consignor hereunder. In the event of any such grant by the Consignor of
         a participating interest to a Participant, whether or not upon notice
         to the Consignee, the Consignor shall remain responsible for the
         performance of its obligations hereunder and the Consignee shall
         continue to deal solely and directly with the Consignor in connection
         with the Consignor's rights and obligations hereunder.

                  (d) The Consignor may furnish any information concerning the
         Consignee in its possession from time to time to prospective Assignees
         and Participants, provided that the Consignor shall require any such
         prospective Assignee or Participant to agree in writing to maintain the
         confidentiality of such information.

                  (e) All payments (other than payments in the form of precious
         metal) shall be in lawful money of the United States in immediately
         available funds.

                  (f) If the entire amount of any required principal and/or
         interest is not paid in full within ten (10) days after the same is
         due, Consignee shall pay to the Consignor a late fee equal to five
         percent (5%) of the required payment.

                  (g) The term "Prime Rate" means the variable per annum rate of
         interest so designated from time to time by Fleet National Bank as its
         prime rate. The Prime Rate is a reference rate and does necessarily
         represent the lowest or best rate being charged to any customer.

                  (h) All agreements between Consignee and Consignor are hereby
         expressly limited so that in no contingency or event whatsoever,
         whether by reason of acceleration of maturity of the indebtedness
         evidenced hereby or otherwise, shall the amount paid or agreed to be
         paid to Consignor for the use or the forbearance of the indebtedness
         evidenced hereby exceed the maximum permissible under applicable law.
         As used herein, the term "applicable law" shall mean the law in effect
         as of the date hereof provided, however that in the event there is a
         change in the law which results in a higher permissible rate of
         interest, then this Consignment Agreement shall be governed by such new
         law as of its effective date. In this regard, it is expressly agreed
         that it is the intent of Consignee and the Consignor in the execution,
         delivery and acceptance of this Consignment Agreement to contract in
         strict compliance with the laws of the State of Rhode Island from time
         to time in effect. If, under or from any circumstances whatsoever,
         fulfillment of any provision hereof or of any of the consignment
         documents or the security documents at the time of performance of such
         provision shall be due, shall involve transcending the limit of such
         validity prescribed by applicable law, then the obligation to be
         fulfilled shall automatically be reduced to the limits of such
         validity, and if under or from circumstances whatsoever Consignor
         should ever receive as interest and amount which would exceed the
         highest lawful rate, such amount which would be excessive interest
         shall be applied to the reduction of the principal balance evidenced
         hereby and not to the payment of interest. This provision shall

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         control every other provision of all agreements between Consignee and
         Consignor.

                  (i) All computations of interest under the Consignment
         Agreement shall be made on the basis of a three hundred sixty (360) day
         year and the actual number of days elapsed.

                  (j) Upon receipt of an affidavit of an officer of the
         Consignor as to the loss, theft, destruction or mutilation of the
         consignment agreement or any other security document which is not of
         public record, and, in the case of any such loss, theft destruction or
         mutilation, upon surrender and cancellation of such consignment
         agreement or other security document, the Consignee will issue, in lieu
         thereof, a replacement consignment agreement or other security document
         in the same principal amount thereof and otherwise of like tenor.

                  (k) This Agreement shall be governed by The Modified Following
         Business Day Convention which shall mean the convention for adjusting
         any relevant date if it would otherwise fall on a day that is not a
         Business Day. The following terms, when used in conjunction with the
         term, "Modified Following Business Day Convention," and a date, shall
         mean that an adjustment will be made if that date would otherwise fall
         on a day that is not a Business Day so that the date will be the first
         following day that is a Business Day. A "Business Day" means, in
         respect of any date that is specified in this Agreement to be subject
         to adjustment in accordance with applicable Business Day Convention, a
         day on which commercial banks settle payments in New York, if the
         payment obligation is calculated by reference to the Prime Rate. If any
         payment hereunder becomes due on a day which is not a Business Day, the
         due date of the payment shall be extended to the next succeeding
         Business Day, and such extension of time shall be included in computing
         interest and fees in connection with such payment."

         5. All references to the "Consignment Agreement" in that certain
Security Agreement dated August 20, 1993, as amended from time to time, by and
among the Consignee, the Consignor, individually and as agent for ABN AMRO Bank
N.V., New York Branch; Credit Suisse First Boston, Consignor, and Paribas, and
in any other documents or agreements by and between the parties hereto, shall
from and after the effective date hereof refer to the Consignment Agreement, as
previously amended and as amended hereby, and all obligations of the Consignee
under the Consignment Agreement, as amended hereby, shall be secured by and
entitled to the benefits of said Security Agreement and such other documents and
agreements.

         6. Except as amended hereby, the Consignment Agreement shall remain in
full force and effect and is in all respects hereby ratified and affirmed.

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

                                  MICHAEL ANTHONY JEWELERS, INC.


                                  By:  /s/  Michael A. Paolercio
                                       -------------------------------
                                  Title:  Treasurer
                                          ----------------------------

                                  FLEET PRECIOUS METALS INC.


                                  By:  /s/ Sharon Delfino
                                       -------------------------------
                                  Title: Vice President
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                                  By: /s/ Irene A. O'Garek
                                      --------------------------------
                                  Title: Vice President
                                         -----------------------------