AMENDMENT No. 6

     AMENDMENT  AGREEMENT  No.  6  dated  as of  August  3,  1999  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") and;

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

     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. Amendments to Credit Agreement. The Credit Agreement shall be amended as
follows upon the Effective Date (as defined herein):

     (a) Section  8.3(g) of the Credit  Agreement is hereby  amended by deleting
the words "David B. Cornstein and" and "each" appearing therein.

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

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     (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. The amendments to the Credit Agreement  contained herein
shall not become  effective (the "Effective  Date") until (i) this Amendment has
been duly  executed and  delivered  by the Company,  the Parent and the Majority
Lenders 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.  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.

     8.  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.

                                       2
<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: Treasurer

                                        FINLAY FINE JEWELRY CORPORATION

                                        By: /s/ Bruce Zurlnick
                                            --------------------------------
                                            Name: Bruce Zurlnick
                                            Title:   Treasurer

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        Individually and as Agent

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

                                        FLEET PRECIOUS METALS, INC.

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

                                        By: /s/ Anthony J. Capuano
                                            --------------------------------
                                            Name: Anthony J. Capuano
                                            Title:   Senior 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 Signatory

                                        ABN AMRO BANK N.V.

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

                                        By: /s/ Yolanda Corrales
                                            --------------------------------
                                            Name: Yolanda Corrales
                                            Title:   Assistant Vice President

                                        BANK LEUMI

                                        By: /s/ David Selove
                                            --------------------------------
                                            Name: David Selove
                                            Title:   Vice President

                                        By: /s/Jeff Pfeffer
                                            --------------------------------
                                            Name: Jeff Pfeffer
                                            Title:   Senior Vice President

                                        TRANSAMERICA BUSINESS CREDIT
                                        CORPORATION

                                        By: /s/
                                            --------------------------------
                                            Name:
                                            Title:

<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. 6 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:    Treasurer

SONAB HOLDINGS, INC.


By: /s/ Bruce Zurlnick
    -----------------------
    Name:  Bruce Zurlnick
    Title:    Treasurer

SONAB INTERNATIONAL, INC.


By: /s/ Bruce Zurlnick
    -----------------------
    Name:  Bruce Zurlnick
    Title:    Treasurer

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:    Treasurer