SEVENTH AMENDMENT AND AGREEMENT
                                      TO
                            CONSIGNMENT AGREEMENT


            THIS SEVENTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT
is made as of the second  day of  October,  1997,  by and  between  FLEET
PRECIOUS  METALS  INC.,  a Rhode Island  corporation  with its  principal
offices at 111 Westminster  Street,  Providence,  Rhode Island 02903 (the
"Consignor"), and PIERCING PAGODA, INC., a Delaware corporation, with its
principal office at 3910 Adler Place,  Bethlehem,  Pennsylvania 18017 and
with a mailing  address of P.O. Box 25007,  Lehigh  Valley,  Pennsylvania
18002-5007 (the "Customer").

                               WITNESSETH THAT:

            WHEREAS,  the  Consignor  and the  Customer  are parties to a
certain  Consignment   Agreement  dated  as  of  November  30,  1990,  as
previously amended (as amended, the "Consignment  Agreement") pursuant to
which the Consignor agreed to consign precious metals to the Customer for
use in its operations;

            WHEREAS, the Consignor and the Customer desire to amend the
Consignment Agreement on the terms and conditions hereinafter contained;

            NOW,  THEREFORE,  for value received,  and for other good and
valuable  consideration,  the  receipt  and  adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

            1. All capitalized terms used herein without definition shall
have the meanings assigned by the Consignment Agreement.

            2.  Effective the date hereof,  the third sentence of Section
1(b) of the  Consignment  Agreement is amended to read in its entirety as
follows:

            "It  is  understood  that  at no  time  shall  the  value  of
            commodities on consignment to the Customer exceed:

                  (i)  the least of:

             (x) Twenty-Two Million Dollars ($22,000,000); or

                        (y)  the  value  (as   determined   pursuant   to
                  Paragraph  2  hereof)  of  up  to  Fifty-Five  Thousand
                  (55,000) troy ounces of gold; or

                        (z) an amount equal to one hundred percent (100%)
                  of the stated amount of the irrevocable  standby letter
                  of credit (the "Letter of Credit") described in Section
                  12 hereof; or

                  (ii) such limit as the  Consignor  and the Customer may
            agree upon from time to time as  evidenced by an amendment in
            substantially  the form of Exhibit B attached hereto and made
            a part  hereof or in such other form as the  Consignor  shall
            require (collectively, the "Consignment Limit")."

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            3.  All  references  to the  "Consignment  Agreement"  in any
documents or agreements by and between the parties hereto, shall from and
after the effective date hereof refer to the  Consignment  Agreement,  as
amended hereby, and all obligations of the Customer under the Consignment
Agreement,  as amended  hereby,  shall be secured by and  entitled to the
benefits of the Letter of Credit hereinabove referred to.

            4. Except as amended hereby, the Consignment  Agreement shall
remain in full force and effect and is in all  respects  hereby  ratified
and affirmed.

            5. The Customer covenants and agrees to pay all out-of-pocket
expenses,   fees  and  charges  incurred  by  the  Consignor   (including
reasonable fees and  disbursements of outside counsel) in connection with
the  preparation  and   implementation  of  this  Seventh  Amendment  and
Agreement to Consignment Agreement.

            IN WITNESS WHEREOF,  the undersigned parties have caused this
Amendment to be executed by their duly authorized officers as of the date
first above written.

WITNESS:                                  PIERCING PAGODA, INC.


                                          By:____________________________
                              John Eureyecko
                                          Executive Vice President


                                           ------------------------------
By:____________________________
      (as to both)                        Brandon Lehman
                                          Treasurer

                                          FLEET PRECIOUS METALS INC.


                                          By:____________________________
                                          Title:


                                           ------------------------------
By:___________________________
      (as to both)                         Title:



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