AMENDMENT NO. 10
                               AND LIMITED CONSENT

     THIS AMENDMENT NO. 10 AND LIMITED CONSENT (this  "Amendment") is made as of
April 21,  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 SOVEREIGN BANK, as successor to Fleet National Bank,
formerly known as BankBoston,  N.A., as successor to Rhode Island Hospital Trust
National  Bank  (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 meanings
herein as therein.

     WHEREAS, the Consignee wishes to sell certain assets to Ultra Stores, Inc.,
an  Illinois  corporation  ("Ultra  Stores"),  pursuant  to a Purchase  and Sale
Agreement  dated as of April 18, 2000 between the  Consignee and Ultra Stores in
the form attached hereto as Exhibit A (the "New York Jewelry Outlet Purchase and
Sale 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, among other things, to permit the sale 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:

     ss.1.  Amendment  of ss.1 of the  Consignment  Agreement.  Section 1 of the
Consignment   Agreement  is  hereby   amended  by  deleting  the  dollar  amount
"$27,000,000"  from subsection (f) of the definition of Consolidated  EBITDA and
substituting in lieu thereof the dollar amount "$28,631,000".

     ss.2. Limited Consent To Transfer of Assets. The Consignee has informed the
Consignor that it wishes to sell certain assets (other than  inventory)  located
at and/or used in  connection  with its chain of outlet  stores known as the New
York Jewelry Outlet to Ultra Stores. The Consignee has further requested

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that the Consignor  consent to such  disposition of assets pursuant to the terms
and  conditions  of the New York Jewelry  Outlet  Purchase  and Sale  Agreement.
Subject to the terms and  conditions  contained  herein,  the  Consignor  hereby
consents  to the  transfer  of the  Assets (as  defined  in the New York  Outlet
Purchase and Sale  Agreement) on the terms and conditions of the New York Outlet
Purchase and Sale  Agreement;  provided,  however,  that (a) the closing of such
transfer of the Assets shall occur on or before May 31, 2000;  (b) such transfer
shall take place in accordance  with the terms and  conditions  set forth in the
New York Outlet Purchase and Sale Agreement; and (c) the aggregate consideration
to be paid to the  Consignee  by Ultra  Stores  pursuant  to the New York Outlet
Purchase and Sale Agreement (in cash and in the form of a promissory note issued
by Ultra Stores in favor of the Consignee) shall be at least $1,000,000.

     ss.3.  Limited  Consent.  Subject to the satisfaction of the conditions set
forth in ss.5  hereof,  the  Consignor  hereby  consents  to the  execution  and
delivery by the  Consignee of Amendment No. 9, 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.

     ss.4.  Representations and Warranties.  The Consignee hereby represents and
warrants to the Consignor as follows:

     (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,  Ultra Stores  contained in
          the New York Jewelry Outlet  Purchase and Sale 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 sale of the
          Assets,  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 New York Jewelry  Outlet
          Purchase and Sale 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

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          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  byss.5  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 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 New York
          Jewelry Outlet  Purchase and Sale 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.

     ss.5. 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;

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     (b)  a copy of the New York Jewelry  Outlet  Purchase  and Sale  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)  evidence of the  Consignee's  receipt of all necessary or  appropriate
          third  party  consents or  approvals  to the  amendments  contemplated
          hereby, including, without limitation,  consents or approvals from the
          Dollar  Agent and each of the  applicable  lenders  under  the  Dollar
          Facility; and

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

     ss.6.  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.

     ss.7. Expenses. Without limiting the expense reimbursement requirements set
forth in ss.11 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.

     ss.8.  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.

     ss.9.  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.

     ss.10.  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.

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     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, Chief
                                            Financial Officer and Treasurer


                                  SOVEREIGN BANK, as successor to
                                  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:   Senior Vice President