AMENDMENT NO. 9

                              AND LIMITED CONSENT


     THIS AMENDMENT NO. 9 AND LIMITED  CONSENT (this  "Amendment") is made as of
March 23,  2000,  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 FLEET NATIONAL BANK,  formerly known as 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  wishes to  purchase  certain  assets  from Jay B.
Rudolph,  Inc. pursuant to an Asset Purchase  Agreement dated as of February 10,
2000 among the Consignee,  Jay B. Rudolph, Inc., a Florida corporation,  Richard
A. Rudolph and Ronald J. Rudolph in the form  attached  hereto as Exhibit A (the
"JBR Asset Purchase Agreement");

     WHEREAS,  the Consignee has requested that the Consignor agree to amend the
terms of the Consignment Agreement in certain respects as hereinafter more fully
set forth so as to permit the purchase of such assets;

     WHEREAS,  the  Consignor  is willing to amend the terms of the  Consignment
Agreement  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:

     (a)  deleting the troy ounce figure "85,000" contained in clause (a) of the
          definition of "Consignment Limit" and substituting in lieu thereof the
          troy ounce figure "100,000";

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

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     "JBR Acquisition: The acquisition by the Consignee of the JBR Assets on the
     terms and conditions set forth below:

     (a)  the closing of the JBR Acquisition  shall occur on or before,  but not
          after, April 30, 2000;

     (b)  the terms and conditions of the JBR Acquisition shall be substantially
          those set forth in the JBR Asset Purchase Agreement.  Without limiting
          the generality of the foregoing,  (i) the Maximum  Inventory Price (as
          defined  in  the  JBR  Asset  Purchase  Agreement)  shall  not  exceed
          $23,000,000 in the  aggregate,  (ii) the Purchase Price (as defined in
          the JBR Asset Purchase  Agreement) shall not exceed $28,000,000 in the
          aggregate; and (iii) the Consignee shall not assume any liabilities in
          connection with the JBR Acquisition other than the Assumed Liabilities
          (as defined in the JBR Asset Purchase Agreement);

     (c)  there  shall be no material  misstatements  in or  omissions  from the
          materials furnished to the Consignor for its review in connection with
          the JBR Acquisition;

     (d)  upon consummation of the JBR Acquisition, the JBR Assets shall be free
          and clear of any and all Liens other than Liens  permitted  by S8.2(b)
          of the Consignment Agreement;

     (e)  all parties to the JBR Asset  Purchase  Agreement  shall have received
          all necessary third party consents and approvals.

     "JBR Asset Purchase  Agreement:  The Asset Purchase  Agreement  dated as of
     February  10, 2000 among the  Consignee,  Jay B.  Rudolph,  Inc., a Florida
     corporation, Richard A. Rudolph and Ronald J. Rudolph, in the form attached
     to Amendment  No. 9 and Limited  Consent dated as of March 23, 2000 between
     the Consignor and the Consignee as Exhibit A.

     "JBR Assets: The "Assets", as defined in the JBR Asset Purchase Agreement."

     S2.  Amendment  of S8.1 of the  Consignment  Agreement.  Section 8.1 of the
Consignment Agreement is hereby amended by:

     (a)  relettering  subsection "(k)" thereof (as added by Amendment No. 7 and
          Limited Consent dated as of October 28, 1998 between the Consignor and
          the Consignee) to subsection "(m)"; and

     (b)  inserting  the  word  "and"  at the  end of  subsection  (l)  thereof,
          immediately  before subsection (m) described in subsection (a) of this
          S2.

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

     (a)  deleting the proviso  contained in clause  (a)(vii)(B)(1)  thereof and
          substituting in lieu thereof the following proviso:

     "provided,  however,  that the amount set forth in this clause (B)(1) shall
     not include (x) rental  obligations  incurred by the Consignee with respect
     to factory outlet stores  permitted to be opened by the Consignee  pursuant
     to S8.2(j) hereof, (y) rental obligations resulting from the acquisition of
     the Diamond Park Fine Jewelry division of Zale Delaware,  Inc.  pursuant to
     the terms of a certain Asset  Purchase  Agreement  dated  September 3, 1997
     among the Parent, the Consignee,  Zale Delaware, Inc. and Zale Corporation,
     or (z) rental  obligations  incurred by the Consignee under leases referred
     to in the JBR Asset Purchase Agreement,";

     (b)  deleting the word "and" at the end of clause (xviii) thereof;

     (c)  deleting subsection (xix) thereof and substituting in lieu thereof the
          following new subsections (xix) and (xx):

     "(xix)  Indebtedness  of  the  Consignee   consisting  of   indemnification
          obligations  to the  Sellers  (as  defined  in the JBR Asset  Purchase
          Agreement)   incurred  in  connection  with  the  JBR  Acquisition  in
          accordance  with the terms and  conditions  of the JBR Asset  Purchase
          Agreement; and

     (xx) Indebtedness  of the  Consignee and its  Subsidiaries  not included in
          subsections  (i) - (xix)  above and not in excess  of  $15,000,000  in
          aggregate principal amount at any time outstanding;"

     S4. Amendment of S8.2(e)(i) of the Consignment Agreement. Section 8.2(e)(i)
of the  Consignment  Agreement is hereby amended to insert the following text at
the end thereof:

     "provided,  however, that the Consignor may acquire the JBR Assets pursuant
     to and in accordance with the terms of the JBR Acquisition;".

     S5.  Limited  Consent.  Subject to the  satisfaction  of the conditions set
forth in S7 hereof,  the Consignor hereby consents to the execution and delivery
by the  Consignee  of  Amendment  No. 8 and  Consent,  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 being
in substantially the form attached hereto as Exhibit A.

     S6.  Representations  and Warranties.  The Consignee hereby  represents and
warrants to the Consignor as follows:

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     (a)  Representations and Warranties.  The representations and warranties of
          the  Consignee  contained in the  Consignment  Agreement and the other
          Consignment  Documents 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. The representations and warranties of the Consignee and,
          to the  best  of the  Consignee's  knowledge,  Jay B.  Rudolph,  Inc.,
          Richard A.  Rudolph and Ronald J.  Rudolph  contained in the JBR Asset
          Purchase Agreement were true and correct in all material respects when
          made, are true and correct in all material respects on the date hereof
          and shall be true and correct in all material  respects on the date of
          the  closing of the JBR  Acquisition,  except 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  JBR  Asset  Purchase
          Agreement and the consummation of the transactions contemplated hereby
          and thereby (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 S7 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

<PAGE>

          properties of the Consignee except in favor of the Consignor  pursuant
          to the Security Documents.

     (c)  Enforceability  of  Obligations.  Each of this  Amendment  and the JBR
          Asset  Purchase  Agreement 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 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.

     S7.  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 JBR Asset Purchase  Agreement,  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;

     (c)  a certificate of the Secretary or Assistant Secretary of the Consignee
          specifying  each  jurisdiction  in  which  any of the JBR  Assets  (as
          defined in the Consignment  Agreement,  as amended hereby) is or is to
          be located,  together  with such duly executed  UCC-1 and  consignment
          financing  statements  as the  Consignee  may  request  for  filing in
          jurisdictions  referenced  on such  certificate  and as to  which  the
          Consignee has not previously made filings;

     (d)  evidence,  satisfactory  in form and substance to the Consignee,  that
          there are no Liens on any of the JBR Assets other than Liens permitted
          by  S8.2(b)  of the  Consignment  Agreement  or  Liens  which  will be
          discharged  and  terminated  on or  prior  to the  closing  of the JBR
          Acquisition  (as  defined  in the  Consignment  Agreement,  as amended
          hereby);

     (e)  evidence of the  Consignee's  receipt of all necessary or  appropriate
          third  party  consents or  approvals  to the  amendments

<PAGE>

          contemplated  hereby,  including,  without  limitation,   consents  or
          approvals  from the Dollar  Agent and each of the  applicable  lenders
          under the Dollar Facility; and

     (f)  such other documents or items as the Consignor may request.

     S8. 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.

     S9. 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.

     SS0.  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.

     S11.  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.

     S12.  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:  Senior Vice President and Chief
                                                Financial Officer


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


                                    By: /s/ Albert L. Brown
                                        ----------------------------------------
                                        Name: Albert L. Brown
                                        Title:  Director