AMENDMENT No. 8 AND CONSENT

     AMENDMENT  AGREEMENT No. 8 AND CONSENT (this "Amendment") dated as of March
30, 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,  the Company  proposes to acquire  certain assets pursuant to that
certain Asset Purchase  Agreement  dated as of February 10, 2000 (the "JBR Asset
Purchase  Agreement")  by and among the Company,  as Buyer,  Jay B. Rudolph,  as
Seller,  and Richard A. Rudolph and Ronald J. Rudolph,  the sole stockholders of
the Seller (the "JBR Acquisition");

     WHEREAS,  subject to the terms and conditions  contained herein the parties
hereto  desire  that  the  Lenders  consent  to  the  consummation  of  the  JBR
Acquisition  and that certain  provisions of the Credit  Agreement be amended in
connection therewith;

     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. Consent to JBR Asset Purchase  Agreement.  The Lenders hereby consent to
the transactions  contemplated by the JBR Asset Purchase  Agreement as in effect
on the date hereof,  without any waivers or modifications  thereof not consented
to by the Majority Lenders,  provided that such transaction is consummated by no
later than April 30, 2000.  This Consent  shall become  effective as provided in
Section 4 hereof. In connection with the JBR Acquisition,  the Company agrees to
execute,  deliver and file at the Company's  expense,  all financing  statements
requested by the Agent to be filed to perfect the Agent's and the Lenders' Liens
on the assets to be purchased,  and to deliver to the Agent revised schedules to
the Credit Agreement reflecting the locations of the assets to be purchased.

<PAGE>


     3.  Amendments to Credit  Agreement.  Upon the  Effective  Date (as defined
herein), the Credit Agreement shall be amended as follows:

     (a)  Section  1.1 of the  Credit  Agreement  is hereby  amended  to add the
following definitions in their proper alphabetical sequence: "JBR Asset Purchase
Agreement" means that certain Asset Purchase  Agreement dated as of February 10,
2000 by and among the Company,  as Buyer, Jay B. Rudolph, as Seller, and Richard
A. Rudolph and Ronald J. Rudolph,  the sole  stockholders  of the Seller,  as in
effect on the date of  Amendment  No. 8 to this  Agreement."  "JBR  Acquisition"
means the acquisition contemplated by the JBR Asset Purchase Agreement.

     (b) Clause (iii) of Section 9.1 of the Credit  Agreement is hereby  amended
by adding the  following  parenthetical  to the end  thereof:  "(except  for the
Fiscal  Year  ending  in 2001,  in which  Fiscal  Year  $19,000,000  of  Capital
Expenditures shall be permitted)".

     (c) Clause (b)(i) of Section 9.16 of the Credit agreement is hereby amended
by adding  the  words "or the JBR  Acquisition"  after the words  "Diamond  Park
Acquisition" appearing therein.

     4.  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 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.

                                       2
<PAGE>

     (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.

     5.  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;  (ii) the
acknowledgement  attached  hereto shall have been executed and delivered by each
of the  Subsidiaries;  and (iii) the transactions  contemplated by the JBR Asset
Purchase  Agreement shall have been  consummated by no later than April 30, 2000
and a letter from the Company to that effect  shall have been  delivered  to the
Agent.

     6.  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, including any related UCC financing statement filings.

     7. 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.

     8. 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.

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

     10.  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.

                                     * * *

                                       3
<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/ Joelle A. Moyer
                                      ---------------------------------------
                                      Name:  Joelle A. Moyer
                                      Title: Assistant 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/  Elizabeth Fischer
                                      ---------------------------------------
                                      Name:  Elizabeth Fischer
                                      Title: Authorized Singatory

                                  ABN AMRO BANK N.V.


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

                                  By: /s/ Francesca Cirazier
                                      ---------------------------------------
                                      Name:  Francesca Cirazier
                                      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. 8 and Consent  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 s uch  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