AMENDMENT NO. 1 TO
                             INTERCREDITOR AGREEMENT

     THIS AMENDMENT NO. 1 TO INTERCREDITOR  AGREEMENT (the  "Amendment") is made
as of September  29, 2000 by and between  SOVEREIGN  BANK, as successor to Fleet
National Bank, formerly known as BankBoston,  N.A., as successor to Rhode Island
Hospital  Trust  National  Bank  (the  "Bank"),  and  GENERAL  ELECTRIC  CAPITAL
CORPORATION,  a corporation organized under the banking laws of the State of New
York,  in its  capacity  as agent (in such  capacity,  "GE  Capital")  under the
Amended and Restated  Credit  Agreement  dated as of September 11, 1997 (the "GE
Capital  Agreement")  among Finlay Fine Jewelry  Corporation  (the  "Borrower"),
Finlay  Enterprises,  Inc.  (the  "Parent"),  the  Agent and the  lenders  party
thereto,  with the  acknowledgment  and consent of the  Borrower,  amending  the
Intercreditor   Agreement  dated  as  of  June  15,  1995  (the   "Intercreditor
Agreement")  between the Bank and GE Capital,  and acknowledged and consented to
by the Borrower.  Capitalized  terms used herein without other  definition shall
have the meanings assigned to them in the Intercreditor Agreement.

     WHEREAS,  the Bank and GE Capital,  with the  acknowledgment and consent of
the Borrower,  have heretofore entered into the Intercreditor Agreement in order
to set forth the relative  priorities of their respective  security interests in
and liens on the GE Capital  Collateral and the Bank Collateral and to establish
certain other matters relating thereto;

     WHEREAS,  the  Borrower  wishes to  establish  eFinlay,  Inc.,  a  Delaware
corporation ("eFinlay"), to engage in certain e-commerce business opportunities;

     WHEREAS, in connection  therewith,  the Borrower wishes, from time to time,
to convey  certain  inventory  consisting in part of Specified  Gold Jewelry and
Bank Collateral to eFinlay;

     WHEREAS,  eFinlay is willing to guaranty  the  obligations  of the Borrower
under the GE Capital Agreement and to grant to GE Capital a security interest in
all of its assets;

     WHEREAS,  eFinlay is willing to guaranty  the  obligations  of the Borrower
under the Bank  Agreement  and to grant to the Bank a security  interest  in and
lien upon any Specified Gold Jewelry owned by eFinlay;

     WHEREAS,  the parties  hereto wish to ensure  that (i) any  Specified  Gold
Jewelry  at any time  owned by  eFinlay  shall be  deemed to  constitute  and be
entitled to the benefits of Specified  Gold Jewelry,  Bank  Collateral  and Bank
Priority  Collateral under and for all purposes of the  Intercreditor  Agreement
and (ii) that all

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assets of eFinlay shall be deemed to constitute  and be entitled to the benefits
of GE  Capital  Collateral  under  and for  all  purposes  of the  Intercreditor
Agreement;

     WHEREAS,  in order to accomplish the foregoing,  each of the parties hereto
is willing to amend the  Intercreditor  Agreement in certain  respects  upon the
terms and subject to the conditions contained herein;

     NOW, THEREFORE,  in consideration of the mutual agreements contained in the
Intercreditor Agreement,  herein and other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     ss.1. Amendment of ss.1(a) of the Intercreditor Agreement.  Section 1(a) of
the Intercreditor Agreement is hereby amended by:

          (a)  inserting in the  definition  of "Bank  Collateral",  immediately
     before the period (".") at the end thereof the following text: "; provided,
     however,  that Bank  Collateral  shall at all  times be  deemed to  include
     Specified Gold Jewelry owned by eFinlay".

          (b) deleting from the  definition of "Bank  Documents" the text "as in
     effect on the date  hereof" and  inserting  in lieu  thereof the  following
     text: "as in effect on the First Amendment Effective Date".

          (c) deleting from the definition of "Bank Obligations" the text "as in
     effect on the date  hereof" and  inserting  in lieu  thereof the  following
     text: "as in effect on the First Amendment Effective Date."

          (d) deleting the period  (".") at the end of the  definition  of "Bank
     Security  Documents" and inserting in lieu thereof the following text: "and
     shall  include the eFinlay  Bank  Guaranty  and the eFinlay  Bank  Security
     Agreement."

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

          "eFinlay" shall mean eFinlay, Inc., a Delaware corporation.

          ""eFinlay Bank Guaranty"  shall mean the eFinlay  Guaranty dated as of
     September  29,  2000,  issued by eFinlay in favor of the Bank,  as amended,
     restated, supplemented or modified from time to time.

          "eFinlay  Bank  Security  Agreement"  shall mean the eFinlay  Security
     Agreement  dated as of September 29, 2000 between the Bank and eFinlay,  as
     amended, restated, supplemented or modified from time to time.

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          "eFinlay  GE Capital  Guaranty"  shall mean the  Guaranty  dated as of
     September 29, 2000,  issued by eFinlay in favor of GE Capital,  as amended,
     restated, supplemented or modified from time to time.

          "eFinlay  GE  Capital  Security  Agreement"  shall  mean the  Security
     Agreement  dated as of September 29, 2000,  between GE Capital and eFinlay,
     as amended, restated, supplemented or modified from time to time.

          "First Amendment  Effective Date" shall mean the "Effective  Date", as
     defined in Amendment No. 1 To Intercreditor Agreement dated as of September
     29, 2000 by and between  the Bank and GE Capital,  with the  acknowledgment
     and consent of the Borrower."

          (f)  inserting  in  the   definition   of  "GE  Capital   Collateral",
     immediately  before the period (".") at the end thereof the following text:
     ";  provided,  however,  that GE Capital  Collateral  shall at all times be
     deemed to  include  all of the  assets of each of  Finlay  Merchandising  &
     Buying,  Inc.  ("FMBI"),   Finlay  Jewelry,  Inc.  ("Finlay  Jewelry")  and
     eFinlay".

          (g) deleting from the definitions of "GE Capital Loan Documents",  "GE
     Capital  Obligations",  and "GE Capital Security Documents",  the text "the
     date hereof" and substituting in lieu thereof the text "the First Amendment
     Effective Date".

          (h)  deleting  the period  (".") at the end of the  definition  of "GE
     Capital  Security  Documents"  and  inserting in lieu thereof the following
     text: "and shall include the eFinlay GE Capital Guaranty and the eFinlay GE
     Capital  Security  Agreement,  and the guaranties  and security  agreements
     entered into by FMBI and Finlay Jewelry in favor of GE Capital."

          (i) deleting the period (".") from the end of the definition of "Lien"
     and  substituting  in lieu thereof the following  text: ", eFinlay,  Finlay
     Merchandising & Buying, Inc. or Finlay Jewelry, Inc.".

          (j) deleting  from the  definition  of "Precious  Metal" the text "the
     date hereof" and substituting in lieu thereof the text "the First Amendment
     Effective Date".

          (k)  deleting  the  definition  of  "Specified  Gold  Jewelry"  in its
     entirety and substituting in lieu thereof the following definition:

          ""Specified Gold Jewelry" shall have the meaning assigned to such term
     in the Bank  Agreement as in effect on the First  Amendment  Effective Date
     and shall include  Specified  Gold Jewelry owned by eFinlay,  but shall not
     include any proceeds of Specified  Gold Jewelry  other than the proceeds of
     casualty  insurance in respect of any loss or  destruction  of or damage to
     Specified  Gold  Jewelry,  which  proceeds of casualty  insurance  shall be
     included."

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     ss.2.  Amendment of  ss.2a.4(b)  of the  Intercreditor  Agreement.  Section
2a.4(b) of the Intercreditor Agreement is hereby amended by:

          (a)  deleting  the first  sentence of  subsection  (ii) thereof in its
     entirety and substituting in lieu thereof the following text:

               "The  Borrower  shall deliver to GE Capital such copies of checks
          constituting  Payment Amounts,  Store Statements,  Consignment  Memos,
          statements  regarding  the sale of  Specified  Gold  Jewelry and other
          inventory by eFinlay and other materials as may be needed in order for
          GE Capital to make the necessary calculations under clause (c) below."

          (b) amending  subsection (iii) thereof by (i) deleting the text "or in
     the event that GE Capital receives proceeds of Specified Gold Jewelry which
     does not  constitute  a Payment  Amount," and  (ii).inserting,  immediately
     after the text "Payment  Amount" in each of the first two places it appears
     in such subsection, the text "or other proceeds of Specified Gold Jewelry".

     ss.3.  Amendment of  ss.2.a4(c)  of the  Intercreditor  Agreement.  Section
2.a4(c) of the Intercreditor Agreement is hereby amended by:

          (a) inserting,  in the preamble  thereof,  immediately  after the text
     "the Borrower" and immediately before the text "during any calendar month",
     the text "or eFinlay".

          (b)  deleting  from the  preamble  thereof the text "from each Payment
     Amount or other proceeds of Specified  Gold Jewelry  received by GE Capital
     from each host store in respect of such calendar  month," and  substituting
     in lieu thereof the  following  text:  "from each  Payment  Amount or other
     proceeds of Specified  Gold Jewelry  (including  proceeds of Specified Gold
     Jewelry  owned by eFinlay)  received by GE Capital  from each host store or
     otherwise  (including from purchasers of Specified Gold Jewelry) in respect
     of such calendar month,".

          (b) inserting in clause (II) thereof,  immediately after the text: "in
     the case of  proceeds  of  Specified  Gold  Jewelry  other than any Payment
     Amount" and  immediately  before the text "or,  subject to paragraph (b) of
     this Section 2a.4",  the following text  "(including,  without  limitation,
     proceeds of Specified Gold Jewelry owned by eFinlay)".

     ss.4.  Amendment of  ss.4(B)(1)  of the  Intercreditor  Agreement.  Section
4(B)(1) of the Intercreditor  Agreement is hereby amended by deleting  therefrom
the text "Bank Loan  Documents" and  substituting in lieu thereof the text "Bank
Documents".

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     ss.5. Amendment of ss.6(c) of the Intercreditor Agreement.  Section 6(c) of
the Intercreditor  Agreement is hereby deleted in its entirety and the following
subsection is hereby substituted in lieu thereof:

          "(a) Notices.  All notices,  requests and other  communications to any
     party  hereunder  shall be in writing and shall be personally  delivered or
     sent by registered mail, postage prepaid, return receipt requested, or by a
     reputable courier delivery service or, alternatively by telecopy, and shall
     be given,

          if to the Bank:      Sovereign Bank
                               Precious Metals
                               1 West Mezzanine
                               15 Westminster Street
                               Providence, Rhode Island 02903

                               Attention: Albert L. Brown,
                                          Senior Vice President
                               Telecopier: (401) 752-1412

          with a copy to:      Bingham Dana LLP
                               150 Federal Street
                               Boston, Massachusetts 02110
                               Attention: Robert A. J. Barry, Jr. or
                                          Marijane Benner Browne, Esq.
                               Telecopier: (617) 951-8736

          if to GE Capital:    General Electric Capital Corporation
                               800 Connecticut Avenue
                               Two North
                               Norwalk, Connecticut 06854
                               Attention: Finlay Account Manager
                               Telecopier: (203) 852-3640 and
                               Attention: John Sirico, Esq.
                               Telecopier: (203) 316-7822

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          with a copy to:      Weil, Gotshal & Manges LLP
                               767 Fifth Avenue
                               New York, New York 10153
                               Attention: Warren T. Buhle, Esq.
                               Telecopier: (212) 310-8007

          if to the Borrower:  Finlay Fine Jewelry Corporation
                               529 Fifth Avenue
                               New York, New York 10017
                               Attention: Mr. Bruce Zurlnick
                               Telecopier: (212) 808-2946

          with a copy to:      Blank Rome Tenzer Greenblatt LLP
                               The Chrysler Building
                               405 Lexington Avenue
                               New York, New York 10174

                               Attention: James M. Kaplan, Esq.
                               Telecopier: 212-885-5047

or such other address or telecopy number as such party may hereafter  specify by
notice to GE Capital,  the Bank and the Borrower.  Each such notice,  request or
other  communication  shall be  effective  (i) if given by  telecopy,  when such
telecopy is transmitted to the telecopy number specified in this Section and the
appropriate  confirmation by the recipient thereof is received, (ii) if given by
registered  mail, 72 hours after such  communication  is deposited with the post
office,  addressed  as  aforesaid  or (iii) if given by any  other  means,  when
delivered at the address specified in this Section."

     ss.6.  Representations  and  Warranties.  Each of the Bank  and GE  Capital
represents and warrants to the other as follows:

     (a)  Representations and Warranties.  The representations and warranties of
          such Lender  contained in the  Intercreditor  Agreement  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  Intercreditor  Agreement and this Amendment,  and 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  such  Lender  of  this  Amendment  and  the  consummation  of  the
          transactions  contemplated  hereby  and  thereby  (i) are  within  the
          corporate  power of such Lender and have been duly  authorized  by all
          necessary  corporate  action on the part of such  Lender,  (ii) do not

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          require any approval or consent of, or filing with,  any  governmental
          agency or authority, or any other person,  association or entity which
          bears on the validity of this Amendment or the Intercreditor Agreement
          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 such Lender is named,  and, (iv) do
          not  result  in any  breach  of or  constitute  a  default  under  any
          agreement or instrument to which such Lender is a party or by which it
          or any of its properties is bound,  including  without  limitation any
          indenture, contract, lease, debt instrument or mortgage.

     (c)  Enforceability  of  Obligations.  Each of the Amendment  Documents has
          been duly  executed and delivered by such Lender and  constitutes  the
          legal,  valid  and  binding  obligation  of such  Lender,  enforceable
          against such Lender 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.7. Conditions to Effectiveness.  This Amendment shall be effective as of
the date first  above  written  (the  "Effective  Date")  upon the Bank's and GE
Capital's  receipt  of this  Amendment  duly  executed  by each of the Bank,  GE
Capital and the Borrower.

     ss.8.  Ratifications,  etc. Except as expressly provided in this Amendment,
all of the terms and conditions of the  Intercreditor  Agreement shall remain in
full force and effect.  All  references  in the  Intercreditor  Agreement or any
related agreement or instrument to the  Intercreditor  Agreement shall hereafter
refer to the Intercreditor Agreement, as amended hereby.

     ss.9.  No Implied  Waiver.  Except as expressly  provided  herein,  nothing
contained  herein shall  constitute a waiver of, impair or otherwise  affect any
obligations  of the  Borrower  under the Bank  Documents  or the GE Capital Loan
Documents,  any other obligations of either Lender or any right of either Lender
consequent thereon.

     ss.10.  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 State of New York.

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     ss.11.  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.

                                        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/ Patricia Malerba
                                           ---------------------------------
                                           Name: Patricia Malerba
                                           Title: Vice President


                                        GENERAL ELECTRIC CAPITAL
                                          CORPORATION, as Agent

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


ACKNOWLEDGED AND AGREED:

  FINLAY FINE JEWELRY
    CORPORATION

  By: /s/ Bruce Zurlnick
     --------------------------
     Name: Bruce Zurlnick

     Title: Senior Vice President, Chief Financial
             Officer and Treasurer