THIRD AMENDMENT TO AMENDED AND
                         RESTATED CONSIGNMENT AGREEMENT
                             DATED OCTOBER 27, 1989


         THIS THIRD AMENDMENT is made as of the 3rd day of March,  1997, between
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national  banking  association with
its principal office at One Hospital Trust Plaza, Providence, Rhode Island 02903
("Bank"), and HERFF JONES, INC., an Indiana corporation with its address at 4719
West 62nd Street, Indianapolis, Indiana 46268 ("Buyer").

                        W I T N E S S E T H   T H A T:

         WHEREAS,  Bank and Buyer are parties to a certain  Amended and Restated
Consignment  Agreement  dated  October  27, 1989  (hereinafter,  as amended by a
certain  Amendment  dated  June  21,  1991 and a  Second  Amendment  dated as of
February  9,  1996,  called  the  "Consignment  Agreement"),   relating  to  the
consignment by Bank to Buyer of Precious Metal (as defined therein); and

         WHEREAS,  Bank and  Buyer  desire  to  further  amend  and  modify  the
Consignment Agreement in certain respects;

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

         1.  The  definitions  of  "Consignment  Limit"  in  Section  1  of  the
Consignment Agreement is hereby amended to read as follows


                  "Consignment  Limit'  shall mean the least of (a) 21,500  troy
         ounces of fine gold,  (b) Consigned  Precious  Metal with a Fair Market
         Value (or unpaid Purchase Price in the case of Consigned Precious Metal
         for which the  Purchase  Price has been agreed but payment has not been
         received by Bank) equal to $9,000,000 or (c) ninety-five  percent (95%)
         of Buyer's entire inventory of Precious Metal.".

         2. Buyer and Bank each agree that, except as expressly provided herein,
the terms and provisions of the Consignment  Agreement  remain unchanged and the
Consignment  Agreement  remains in full force and effect in accordance  with its
terms.  The  term  "Agreement"  as used  in the  Consignment  Agreement  and all
references  to the  Consignment  Agreement in any other  documents or agreements
between any of the parties  hereto which  relate to Buyer shall refer,  from and
after the date hereof, to the Consignment  Agreement as amended and supplemented
by this Third Amendment.

         3. Buyer hereby ratifies and reaffirms that (i) the representations and
warranties  contained  in the  Consignment  Agreement,  as  amended by the terms
hereof,  are true and correct as of the date hereof,  except that  references to
financial  statements shall refer to the latest financial  statements  furnished
pursuant to the  Consignment  Agreement and (ii) no Event of Default (as defined
in the  Consignment  Agreement)  nor any event which with notice or the lapse of
time,  or both,  would  constitute  an Event of  Default  exists  as of the date
hereof.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
instrument to be executed in several counterparts, each of which shall be deemed
to be an original as of the day and year first above written.


                                      RHODE ISLAND HOSPITAL TRUST
                                      NATIONAL BANK

                                      By     Albert L. Brown
                                      Title  Senior Vice President

                                      HERFF JONES, INC.


                                      By     Lawrence F. Fehr
                                      Title  Vice President-Finance & 
                                      Chief Financial Officer