Exhibit 10.15(k)


                                                                  EXECUTION COPY


                          AMENDMENT No. 10 and CONSENT

     AMENDMENT No. 10 and CONSENT (this  "Amendment")  dated as of September 29,
2000 among FINLAY  ENTERPRISES,  INC., a Delaware  corporation  (the  "Parent"),
FINLAY FINE JEWELRY  CORPORATION,  a Delaware  corporation (the "Company"),  the
lenders   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,  the Company has entered  into a Marketing  Agreement  dated as of
July 6, 2000 with 800-Flowers.com,  Inc. ("800-Flowers") whereby the Company has
agreed to provide merchandise to customers of 800-Flowers; and

     WHEREAS,  the  Company  desires  to  establish  a  Domestic  Subsidiary  in
Delaware,   eFinlay,  Inc.  ("eFinlay"),   to  handle  the  Company's  marketing
arrangement with  800-Flowers,  and in connection  therewith the Company desires
(i) to  transfer  the assets  listed on Annex A hereto to eFinlay  pursuant to a
certain  Contribution  Agreement,  (ii) to sell inventory on an ongoing basis to
eFinlay  pursuant to purchase  orders to allow eFinlay to satisfy its obligation
to deliver  merchandise to customers of  800-Flowers,  (iii) to provide  certain
managerial  advice,  direction  and  services  to eFinlay  pursuant to a certain
Services  Agreement,  (iv) for Finlay  Merchandising  & Buying,  Inc. to provide
certain  merchandising  and buying  services  to eFinlay  pursuant  to a certain
Services   Agreement  and  (v)  to  lease  certain  space  in  its   Connecticut
distribution center to eFinlay pursuant to a certain Lease 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.  Upon the  Effective  Date (as defined
herein), the Credit Agreement shall be amended as follows:

     (A)  Section  1.1 of the  Credit  Agreement  is hereby  amended  to add the
following definitions in their proper alphabetical sequence:



<PAGE>

               "800-Flowers   Marketing   Agreement"  shall  mean  that  certain
          Marketing  Agreement  dated as of July 6, 2000 between the Company and
          800-Flowers.com, Inc.

               "eFinlay"  shall mean eFinlay,  Inc., a Delaware  corporation and
          wholly-owned Subsidiary of the Company.

               "eFinlay  Agreements"  shall  mean,  collectively,   the  eFinlay
          Contribution  Agreement,  the eFinlay  FFJC  Services  Agreement,  the
          eFinlay FMBI Services Agreement and the eFinlay Lease Agreement.

               "eFinlay   Contribution   Agreement"   shall  mean  that  certain
          Contribution  Agreement  dated as of  September  29, 2000  between the
          Company and eFinlay (as  originally in effect,  without any waivers or
          modifications  materially  adverse to the Lenders not  consented to by
          the Majority  Lenders)  pursuant to which the Company will transfer to
          eFinlay the assets listed on Schedule 9.5(i) hereto.

               "eFinlay  FFJC  Services   Agreement"  shall  mean  that  certain
          Services  Agreement dated as of September 29, 2000 between the Company
          and  eFinlay  (as  originally  in  effect,   without  any  waivers  or
          modifications  materially  adverse to the Lenders not  consented to by
          the  Majority  Lenders)  pursuant  to which the Company  will  provide
          certain managerial advice, direction and services to eFinlay.

               "eFinlay  FMBI  Services   Agreement"  shall  mean  that  certain
          Services  Agreement  dated as of  September  29, 2000  between  Finlay
          Merchandising  and  eFinlay  (as  originally  in effect,  without  any
          waivers  or  modifications  materially  adverse  to  the  Lenders  not
          consented  to by  the  Majority  Lenders)  pursuant  to  which  Finlay
          Merchandising  will provide certain  merchandising and buying services
          to eFinlay.

               "eFinlay Lease Agreement" shall mean that certain Lease Agreement
          dated as of  September  29,  2000  between the Company and eFinlay (as
          originally in effect, without any waivers or modifications  materially
          adverse to the  Lenders  not  consented  to by the  Majority  Lenders)
          pursuant  to  which  the  Company  will  lease  certain  space  in its
          Connecticut distribution center to eFinlay.

     (B) The parenthetical  contained in Section 7(b) to the Credit Agreement is
hereby  amended by  inserting  the text  "(x)"  immediately  following  the text
"including, without limitation," and by adding to the end thereof the following:
"and (y) in connection with the operations of eFinlay".

     (C) The following Section 8.29 is hereby added to the Credit Agreement:

               "Section  8.29  Intercompany   Charges  and  Mandatory  Dividends
          Relating to eFinlay. Each of the Company and Finlay


                                       2

<PAGE>

          Merchandising,  as the case may be,  shall  account  for all  charges,
          fees,  rent and other amounts  owing to it by eFinlay  pursuant to the
          eFinlay   Agreements   (the  "eFinlay   Agreement   Expenses")  as  an
          intercompany  receivable and eFinlay shall pay the outstanding  amount
          of  the  eFinlay   Agreement   Expenses  to  the  Company  and  Finlay
          Merchandising,  as the case may be, on a monthly  basis to the  extent
          cash is available (net of reasonable operating expenses of eFinlay for
          the then current and immediately  succeeding calendar month (which may
          be paid in cash) including,  without limitation,  payroll expenses for
          employees of eFinlay)  (and any amounts not paid shall be paid as soon
          as cash becomes  available).  eFinlay  shall,  within thirty days (30)
          following the end of each fiscal  quarter,  declare and  distribute to
          the Company as a dividend any excess amounts retained by eFinlay after
          payment of the eFinlay Agreement Expenses (net of reasonable operating
          expenses of eFinlay for the then  current and  immediately  succeeding
          calendar  month  (which  may  be  paid  in  cash)  including,  without
          limitation, payroll expenses for employees of eFinlay)."

     (D) Section  9.4 of the Credit  Agreement  is hereby  amended to delete the
"and"  immediately  following Section 9.4(s), to delete the period at the end of
Section 9.4(t) and to insert a semi-colon followed by the word "and" immediately
thereafter, and to add the following immediately thereafter:

               "(u)  Investments  by the  Company  in  eFinlay  as set  forth on
          Schedule 9.5(i) hereto."

     (E) Section  9.5 of the Credit  Agreement  is hereby  amended to delete the
"and"  immediately  following Section 9.5(g), to delete the period at the end of
Section 9.5(h) and to insert a semi-colon followed by the word "and" immediately
thereafter, and to add the following immediately thereafter:

               "(i) the sale,  transfer and assignment by the Company to eFinlay
          of the assets set forth on Schedule  9.5(i) hereto and of Inventory as
          required to comply with the 800-Flowers Marketing Agreement."

     (F) Section  9.6 of the Credit  Agreement  is hereby  amended to delete the
"and" immediately following Section 9.6(a)(iv),  to delete the period at the end
of  Section  9.6(a)(v)  and to insert a  semi-colon  followed  by the word "and"
immediately thereafter, and to add the following immediately thereafter:

               "(vi) The Company may purchase  all, but not less than all of the
          issued and outstanding capital stock of eFinlay."

     (G) Section  9.7 of the Credit  Agreement  is hereby  amended to delete the
"or"  immediately  following  clause  (i)  therein  and  to  add  the  following
immediately   following   clause  (ii)  therein:   "or  (iii)  for  the  eFinlay
Agreements".


                                       3
<PAGE>

     (H) The first  sentence of Section  9.14 of the Credit  Agreement is hereby
amended (x) by inserting  the following  after  "material  respect":  "(it being
understood  that the  Company  and  eFinlay  shall be  permitted  to perform the
800-Flowers  Marketing  Agreement in accordance with the eFinlay  Agreements and
otherwise in  accordance  with this  Agreement)";  and (y) by replacing the word
"or"  immediately  following clause (i) therein with a comma (",") and by adding
the following  immediately  following clause (ii) therein: "or (iii) as required
to comply with the 800-Flowers Marketing Agreement".

     (I)  Section  9.18 of the  Credit  Agreement  shall be  amended  to add the
following immediately following the last sentence thereof:

               "Notwithstanding the foregoing, the Company may subscribe for and
          eFinlay may sell to the  Company,  all,  but not less than all, of the
          issued and outstanding capital stock of eFinlay."

     (J) A new Exhibit  9.5(i) is hereby  added to the Credit  Agreement  in the
form attached hereto as Annex A.

     3. Consents. As of the Effective Date:

     (a)  Notwithstanding  Sections 7, 9.4 and 9.6 of the Credit Agreement,  the
Majority  Lenders  hereby consent (so long as no Default or Event of Default has
occurred  and is  continuing  at the  time of any such  transaction)  to (i) the
repurchase by the Parent of up to $20 million of its common stock in open market
transactions  to occur no later than  September 29, 2001,  (ii) dividends by the
Company  to the  Parent  to  provide  funds  for the  purpose  described  in the
foregoing  clause (i); and (iii) the use of proceeds of Revolving  Advances,  if
the Company so elects (and in any event  otherwise in accordance  with the terms
of the Credit  Agreement),  to provide  funds for the purpose  described  in the
foregoing clause (ii);  provided,  that  immediately  after giving effect to any
such Revolving Advance, the Company shall have the ability to make an additional
Revolving  Advance in the amount of $30,000,000 in accordance  with the terms of
the Credit  Agreement.  The Parent shall give the Agent prior written  notice of
each  repurchase  to be made  by it  pursuant  to  clause  (i) of the  preceding
sentence, specifying the amount of such repurchase and the source from which the
Company obtained the funds to be used to effectuate such repurchase.

     (b)  Notwithstanding  Section  9.12 of the Credit  Agreement,  the Majority
Lenders hereby consent to an amendment to the Gold Consignment  Documents (A) to
increase  the troy ounce  figure in the  definition  of  "Consignment  Limit" to
125,000 and (B) to increase  the  Consignment  Precious  Metal Fair Market Value
limit thereunder to up to $40 million.

     4. Cash Management.  As of the Effective Date and subject to the proviso at
the end of this sentence, the Agent and the Majority Lenders waive compliance by
the Company with  Section 8.22 of the Credit  Agreement as it relates to eFinlay
(including  without  limitation the requirement to cause eFinlay to enter into a
lockbox agreement);  provided,  that the Agent reserves the right upon notice to
the  Company  to


                                       4
<PAGE>

revoke  such  waiver  at any  time in its sole and  absolute  discretion  and to
reinstate  the  obligation of the Company to comply in all respects with Section
8.22 of the Credit Agreement as it relates to eFinlay.  Promptly upon receipt of
any such notice from the Agent,  the  Company  agrees to promptly  comply in all
respects  with  Section  8.22 of the Credit  Agreement  as it relates to eFinlay
(including  without  limitation the requirement to cause eFinlay to enter into a
lockbox agreement).

     5.  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,  fraudulent
conveyance or transfer, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equity principles.

     (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 covenants and agreements  applicable to it 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.

     6. Effective Date. The amendments to the Credit  Agreement and the consents
contained  herein shall not become  effective (the  "Effective  Date") until (i)
this Amendment has been duly executed and delivered by the Company,  the Parent,
the Agent and the Majority  Lenders;  (ii) the  acknowledgement  attached hereto
shall have been


                                       5
<PAGE>

executed and delivered by each of the  Subsidiaries;  (iii) the  certificate  of
incorporation  of eFinlay  shall have been filed with the Delaware  Secretary of
State;  (iv) each of the eFinlay  Agreements shall be in a form  satisfactory to
the  Agent  and  shall  have been  executed  by each of the  respective  parties
thereto,  and a letter from the Company to that effect shall have been delivered
to the Agent;  (v) eFinlay shall have executed and delivered  Amendment No. 2 to
the Security  Agreement  in a form  satisfactory  to the Agent,  and related UCC
filings  satisfactory to the Agent shall have been made; (vi) eFinlay shall have
executed and delivered a Guaranty in a form satisfactory to the Agent in respect
of the  obligations  of the Parent and the Company  under the Credit  Agreement;
(vii) the Company  shall have  executed  and  delivered  Amendment  No. 2 to the
Pledge  Agreement in a form  satisfactory to the Agent, and the stock of eFinlay
shall have been delivered in pledge thereunder,  and (viii) the Agent shall have
received the opinion of Blank Rome Tenzer  Greenblatt LLP, counsel to the Credit
Parties, in a form reasonably acceptable to the Agent.

     7.  Gold  Consignment  Agreement;  Intercreditor  Agreement.  The  Majority
Lenders hereby consent to the execution and delivery by the Parent, the Company,
eFinlay and/or the Agent, as applicable,  of amendments to the Gold  Consignment
Agreement and the Intercreditor  Agreement (and any ancillary documents thereto)
consistent with the terms of this Amendment.

     8.  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.

     9. 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.

     10. 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.

     11.  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.

                                     * * *


                                       6
<PAGE>

     IN WITNESS WHEREOF the parties hereto have caused this Amendment No. 10 and
Consent 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:  Senior Vice President, Chief
                                         Financial Officer and Treasurer

                             FINLAY FINE JEWELRY CORPORATION


                             By: /s/ Bruce Zurlnick
                                 -----------------------------------------------
                                 Name:   Bruce Zurlnick
                                 Title:  Senior Vice President, Chief
                                         Financial Officer and Treasurer

                             GENERAL ELECTRIC CAPITAL CORPORATION,
                             Individually and as Agent


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


                             FLEET PRECIOUS METALS INC.


                             By: /s/ Peter J. DiFilippo
                                 -----------------------------------------------
                                 Name:   Peter J. DiFilippo
                                 Title:  Vice President

                             By: /s/ Frederick W. Reinhardt
                                 -----------------------------------------------
                                 Name:   Frederick W. Reinhardt
                                 Title:  Senior Vice President

                             THE CHASE MANHATTAN BANK


                             By: /s/ Irene B. Spector
                                 -----------------------------------------------
                                 Name:   Irene B. Spector
                                 Title:  Vice President


                             Signature Page 1 of 3
                        to Amendment No. 10 and Consent

<PAGE>

                             GOLDMAN SACHS CREDIT PARTNERS L.P.


                             By: /s/ Elizabeth Fischer
                                 -----------------------------------------------
                                 Name:   Elizabeth Fischer
                                 Title:  Authorized Signatory

                             ABN AMRO BANK N.V.


                             By:  /s/ Nancy W. Lanzoni
                                  ----------------------------------------------
                                  Name:  Nancy W. Lanzoni
                                  Title: Group Vice President

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


                             BANK LEUMI


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

                             By:
                                 -----------------------------------------------
                                 Name:
                                 Title:


                             TRANSAMERICA BUSINESS CREDIT CORPORATION


                             By: /s/ Christopher J. Norrito
                                 -----------------------------------
                                 Name:   Christopher J. Norrito
                                 Title:  Vice President


                             Signature Page 2 of 3
                        to Amendment No. 10 and Consent


<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.  10 and  Consent  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:  Senior Vice President, Chief
            Financial Officer and Treasurer

SONAB HOLDINGS, INC.


By: /s/ Bruce Zurlnick
    ----------------------------------------
    Name:   Bruce Zurlnick
    Title:  Senior Vice President, Chief
            Financial Officer and Treasurer

SONAB INTERNATIONAL, INC.


By: /s/ Bruce Zurlnick
    ----------------------------------------
    Name:   Bruce Zurlnick
    Title:  Senior Vice President, Chief
            Financial Officer and Treasurer

SOCIETE NOUVELLE D'ACHAT DE BIJOUTERIE - S.O.N.A.B.


By: /s/ Bruce Zurlnick
    ----------------------------------------
    Name:   Bruce Zurlnick
    Title:  Authorized Signatory

FINLAY MERCHANDISING & BUYING, INC.


By: /s/ Bruce Zurlnick
    ----------------------------------------
    Name:   Bruce Zurlnick
    Title:  Senior Vice President, Chief
            Financial Officer and Treasurer


                              Signature Page 3 of 3
                         to Amendment No. 10 and Consent

<PAGE>
                                                                         ANNEX A
                                                 to Amendment No. 10 and Consent

--------------------------------------------------------------------------------

                     Exhibit 9.5(i) to the Credit Agreement

                  Assets Contributed by the Company to eFinlay

     All of the Company's rights under the 800-Flowers  Marketing  Agreement and
the assets listed below.

         Item                                                 Net Book Value

         Cash                                                       $ 1,000
         3 new Conveying Solutions Packing Tables                     3,015
         4 new Industrial 24x36 Carts                                   429
         3 new Filing Cabinets                                          748
         1 new 2 ton Jack Palleti                                       312
         100 linear feet of used shelving                             4,500
         2 used desks                                                   750
         2 used credenzas                                               550
         2 Used PCs/Printers/Screens                                  1,535

         Total                                                      $12,839