<PAGE>


                                                                   EXHIBIT 10.15


                                                                  EXECUTION COPY


                              AMENDED AND RESTATED

                            PATENT SECURITY AGREEMENT


         AMENDED AND RESTATED PATENT SECURITY AGREEMENT, dated as of January 22,
2003, among FINLAY FINE JEWELRY CORPORATION, a Delaware corporation
("Borrower"), FINLAY JEWELRY, INC., a Delaware corporation, ("Finlay") , Finlay
Merchandising & Buying, Inc., a Delaware corporation ("Finlay Merchandising")
and eFinlay, Inc., a Delaware corporation ("eFinlay"); (Borrower, Finlay, Finlay
Merchandising and eFinlay are sometimes collectively referred to herein as
"Grantors" and individually as a "Grantor"), in favor of GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for
Lenders.

                              W I T N E S S E T H:


         WHEREAS, the Borrower is party to the Amended and Restated Credit
Agreement dated as of September 11, 1997, among the Borrower, Finlay
Enterprises, Inc. ("Parent"), the Lenders thereunder and Agent (as amended, the
"Existing Credit Agreement");

         WHEREAS, the Borrower is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Borrower Patents Agreement"), in favor of the Agent;

         WHEREAS, Finlay is party to a Security Agreement and
Mortgage-Trademarks, Patents and Copyrights dated as of May 26, 1993 (as
amended, the "Finlay Patent Agreement", together with the Borrower Trademark
Agreement, the "Existing Patents Agreements"), in favor of the Agent;

         WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
agreed to amend and restate the Existing Credit Agreement on terms set forth in
the Second Amended and Restated Credit Agreement, dated as of the date hereof
(including all annexes, exhibits and schedules thereto, as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
among the Borrower, the Parent, the Lenders, the Agent and Fleet Precious
Metals, Inc., as Documentation Agent, pursuant to which the Lenders have agreed
to continue to make secured revolving credit advances to the Borrower from time
to time;

         WHEREAS, the Borrower and the Agent have agreed to amend and restate
the Existing Patents Agreements to permit the foregoing on the terms set forth
in this Agreement;

         WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities under the Existing
Patents Agreements or evidence payment of all or any of such obligations and
liabilities, that this Agreement amend and restate in its entirety the Existing
Patents Agreements, and that from and after the effectiveness of this agreement
the Existing Patents Agreements be of no further force or effect except as to
evidence



                    (C) Copyright 2002. All rights reserved.

<PAGE>

the granting of the liens thereunder, the incurrence of the obligations of the
parties thereto and the representations and warranties made thereunder;

         WHEREAS, Agent and Lenders are willing to make secured revolving credit
advances to the Borrower and to incur Letter of Credit Obligations as provided
for in the Credit Agreement, but only upon the condition, among others, that
each Grantor shall have executed and delivered to Agent, for itself and the
ratable benefit of Lenders, that certain Amended and Restated Security Agreement
dated as of the date herewith (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement");

         WHEREAS, pursuant to the Security Agreement, each Grantor is required
to execute and deliver to Agent, for itself and the ratable benefit of Lenders,
this Patent Security Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor hereby agrees as
follows:

         1 DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Credit Agreement.

         2 GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby
grants to Agent, on behalf of itself and Lenders, a continuing first priority
security interest in all of Grantor's right, title and interest in, to and under
the following, whether presently existing or hereafter created or acquired
(collectively, the "Patent Collateral"):

               (a) all of its Patents and Patent Licenses to which it is a party
      including those referred to on Schedule I hereto;

               (b) all reissues, continuations or extensions of the foregoing;
      and

               (c) all products and proceeds of the foregoing, including,
      without limitation, any claim by Grantor against third parties for past,
      present or future infringement or dilution of any Patent or any Patent
      licensed under any Patent License.

         3 SECURITY AGREEMENT. The security interests granted pursuant to this
Patent Security Agreement are granted in conjunction with the security interests
granted to Agent, on behalf of itself and Lenders, pursuant to the Security
Agreement. Each Grantor hereby acknowledges and affirms that the rights and
remedies of Agent with respect to the security interest in the Patent Collateral
made and granted hereby are more fully set forth in the Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein.





                            [signature page follows]


                                        2

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         IN WITNESS WHEREOF, Grantor has caused this Amended and Restated Patent
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.


                                    FINLAY FINE JEWELRY CORPORATION

                                    By: /s/ Bruce E. Zurlnick
                                        -----------------------------------
                                    Name: Bruce E. Zurlnick
                                          ---------------------------------
                                    Title: Sr. V.P., Treas. & CFO
                                           --------------------------------


                                    FINLAY JEWELRY, INC.

                                    By: /s/ Bruce E. Zurlnick
                                        -----------------------------------
                                    Name: Bruce E. Zurlnick
                                          ---------------------------------
                                    Title: Sr. V.P., Treas. & CFO
                                           --------------------------------


                                    Finlay Merchandising & Buying, Inc.

                                    By: /s/ Bruce E. Zurlnick
                                        -----------------------------------
                                    Name: Bruce E. Zurnlick
                                          ---------------------------------
                                    Title: Sr. V.P., Treas. & CFO
                                           --------------------------------


                                    eFINLAY, INC.

                                    By: /s/ Bruce E. Zurlnick
                                        -----------------------------------
                                    Name: Bruce E. Zurlnick
                                          ---------------------------------
                                    Title: Sr. V.P., Treas. & CFO
                                           --------------------------------






                  [Signature Page to Patent Security Agreement]


<PAGE>



ACCEPTED AND ACKNOWLEDGED BY:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent


By: /s/ Charles Chiodo
    ------------------------------
Name: Charles Chiodo
      ----------------------------
Title: Duly Authorized Signatory
       ---------------------------











                  [Signature Page to Patent Security Agreement]