THIRD AMENDMENT TO LOAN AGREEMENT


     This THIRD AMENDMENT TO LOAN AGREEMENT (the "Agreement") is dated as of the
31st  day of  October,  2000  and is by  and  between  SUMMIT  BANK,  a  banking
institution  of the State of New  Jersey  having  an office at 250 Moore  Street
Hackensack,  New Jersey  07601 (the  "Bank");  and KAYE GROUP  iNC.,  a Delaware
corporation  having its  principal  executive  offices  located at 122 East 42nd
Street, New York, New York 10168 (the "Borrower").

                                   WITNESSETH:

     WHEREAS,  the  Borrower  and the Bank  have  heretofore  entered  into that
certain Loan Agreement  dated June 24, 1998, as amended by a First  Amendment to
Loan  Agreement  dated as of July 31,  1999 and as  further  amended by a Second
Amendment to Loan Agreement dated as of November 1, 1999 (the "Loan Agreement");
and

     WHEREAS,  the Borrower has  requested  the Bank to make certain  additional
amendments to the Loan Agreement and the Bank has agreed to do so upon the terms
and conditions described herein.

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

     1. Defined Terms. Except as otherwise indicated herein, all words and terms
defined in the Loan Agreement shall have the same meanings when used herein.

     2.  Amendment to Loan  Agreement.  The  following  definition  appearing in
Section 1.1 of the Loan  Agreement is hereby  amended to read in its entirety as
follows:

     "Revolving Loan Termination Date" shall mean January 31, 2001.

     3. Substitute Note.  Concurrently  herewith,  the Borrower is executing and
delivering  to the Bank a  substitute  revolving  note in the maximum  principal
amount of $4,500,000 (the  "Substitute  Note") in  substitution  for, but not in
repayment  of, that certain  Substitute  Revolving  Note dated as of November 1,
1999 in the maximum principal amount of $4,500,000 (the "Prior Note") previously
issued by the Borrower to the Bank.  The  execution and delivery by the Borrower
of the Substitute Note pursuant to the provisions  hereof shall not constitute a
refinancing, repayment, accord and satisfaction or novation of the Prior Note or
the indebtedness evidenced thereby.

     4.  Representations  and  Warranties.  In order to induce the Bank to enter
into this  Agreement  and amend  the Loan  Agreement  as  provided  herein,  the
Borrower hereby represents and warrants to the Bank that:

          (a) All of the  representations  and  warranties  of the  Borrower set
forth in Article IV of the Loan Agreement are true,  complete and correct in all
material respects on and as of the date hereof with the same force and effect as
if made on and as of the  date  hereof  and as if set  forth  at  length  herein
(except that  representations and warranties which are expressly stated to be as
of a certain date are true,  complete and correct in all material respects as of
such certain date).


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          (b) No Default or Event of Default presently exists and is continuing
on and as of the date hereof.

          (c) Since the date of the Borrower's most recent financial  statements
delivered to the Bank, no material  adverse change has occurred in the business,
assets,  liabilities,  financial  condition  or  results  of  operations  of the
Borrower, and no event has occurred or failed to occur which is likely to have a
material  adverse  effect  on  the  business,  assets,  liabilities,   financial
condition or results of operations of the Borrower.

          (d) The Borrower has full power and authority to execute,  deliver and
perform any action or step which may be necessary to carry out the terms of this
Agreement  and all other  agreements;  documents  and  instruments  executed and
delivered by the  Borrower to the Bank  concurrently  herewith or in  connection
herewith (collectively,  the "Amendment Documents");  each Amendment Document to
which the  Borrower  is a party  has been duly  executed  and  delivered  by the
Borrower  and is  the  legal,  valid  and  binding  obligation  of the  Borrower
enforceable in accordance with its terms, subject to any applicable  bankruptcy,
insolvency,  general  equity  principles  or other  similar laws  affecting  the
enforcement of creditors' rights generally.

          (e) The execution, delivery and performance of the Amendment Documents
will  not  (i)  violate  any  provision  of any  existing  law,  statute,  rule,
regulation  or  ordinance,  (ii)  conflict  with,  result  in a  breach  of,  or
constitute a default under (A) the  certificate of  incorporation  or by-laws of
the  Borrower,  (B)  any  order,  judgment,   award  or  decree  of  any  court,
governmental authority, bureau or agency, or (C) any mortgage, indenture, lease,
contract or other  agreement or  undertaking to which the Borrower is a party or
by which the Borrower or any of its properties or assets may be bound,  or (iii)
result in the creation or  imposition of any lien or other  encumbrance  upon or
with  respect to any  property or asset now owned or  hereafter  acquired by the
Borrower.

          (f)  No  consent,  license,  permit,  approval  or  authorization  of,
exemption by, notice to, report to, or registration,  filing or declaration with
any person is required in connection with the execution,  delivery,  performance
or validity of the Amendment Documents or the transactions contemplated thereby.

     5. No Defenses.  The Borrower expressly acknowledges and agrees that (a) as
of October 31, 2000, the outstanding  principal amount of (i) the Revolving Loan
is $0,  (ii) all  Acquisition  Advances  is $0,  and  (iii)  the  Term  Loan is
$2,390,050.60, and (b) such amounts, together with accrued interest thereon, are
owed  to the  Bank  without  defense,  offset  or  counterclaim  of  any  nature
whatsoever.  The Borrower hereby waives and releases all claims against the Bank
with respect to the  Obligations  and the  documents  evidencing or securing the
same.

     6. Bank Costs.  The  Borrower  shall  reimburse  the Bank on demand for all
costs,  including  legal fees and  expenses,  incurred by the Bank in connection
with  this  Agreement,  the  other  Amendment  Documents  and  the  transactions
referenced  herein.  If such  amounts are not paid within ten days of the Bank's
request  therefor,  the  Borrower  hereby  authorizes  the  Bank to  charge  the
Borrower's account for the amount of such fees and expenses.


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     7. No Change.  Except as expressly set forth  herein,  all or the terms and
provisions of the Loan Agreement shall continue in full force and effect.

     8.  Counterparts.  This  Agreement may be executed by the parties hereto in
separate  counterparts and all such counterparts taken together shall constitute
one and the same instrument.

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New Jersey.

     IN WITNESS WHEREOF,  the Borrower and the Bank have executed this Agreement
as of the date above written.

                                         SUMMIT BANK

                                         By:  /s/ Lisa Cohen
                                              --------------------------
                                              Lisa Cohen
                                              Vice President

                                         KATE GROUP INC.

                                         By:  /s/ Michael P. Sabanos
                                              --------------------------
                                              Michael P. Sabanos
                                              Senior Vice President
                                              and Chief Financial Officer