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                                                                    EXHIBIT 10.3

                               FIFTH AMENDMENT TO
                              AMENDED AND RESTATED
                           GOLD CONSIGNMENT AGREEMENT
                           DATED AS OF MARCH 30, 2001
                           --------------------------


         THIS FIFTH AMENDMENT is made as of the 27th of May, 2004, among
SOVEREIGN BANK (formerly known as Rhode Island Hospital Trust National Bank), a
Federal Savings Bank with an office at One Financial Plaza, 3rd Floor,
Providence, Rhode Island 02903, as agent ("Agent") and as a bank ("Sovereign"
and together with the other lending institutions from time to time collectively,
the "Institutions"), SOVEREIGN PRECIOUS METALS, LLC, a Pennsylvania limited
liability company ("LLC"), FINLAY FINE JEWELRY CORPORATION, a Delaware
corporation ("Finlay") and EFINLAY, INC. a Delaware corporation ("eFinlay").

                                WITNESSETH THAT:
                                ----------------

         WHEREAS, Sovereign, Finlay and eFinlay are parties to a certain Amended
and Restated Gold Consignment Agreement dated as of March 30, 2001, as amended
by a First Amendment to Amended and Restated Gold Consignment Agreement dated as
of December 31, 2001, as further amended by a Second Amendment to Amended and
Restated Gold Consignment Agreement dated as of September 30, 2002, as further
amended by a Third Amendment to Amended and Restated Gold Consignment Agreement
dated as of April 4, 2003 and as further amended by a Fourth Amendment to
Amended and Restated Gold Consignment Agreement dated as of July 6, 2003 (as
amended, the "Consignment Agreement"), relating to the consignment by the
Institutions to Finlay;

         WHEREAS, the parties desire to further amend and modify the Consignment
Agreement in certain respects;

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

         1. Article 1 of the Consignment Agreement is hereby amended by deleting
the definition "Consolidated EBITDA" and replacing it with the following:

                  "Consolidated EBITDA" for any period, the sum of (a) the net
         income (or net loss from the operations of the Parent and its
         Subsidiaries on a consolidated basis for such period determined in
         accordance with GAAP (without giving effect to any extraordinary gains
         or non-cash extraordinary losses, but giving effect to cash
         extraordinary losses), plus (b) to the extent deducted in calculating
         such net income, income tax expense of the Parent and its Subsidiaries
         on a consolidated basis with respect to operations for such period,
         plus (c) to the extent deducted in calculating such net income, the
         amount of all depreciation and amortization of the Parent and its
         Subsidiaries on a consolidated basis for such period, plus (d) without
         double counting items taken into account in clause (c) above, all other
         non-cash charges or credits, including without limitation any charges
         or credits for such period relating to valuation of Inventory by
         application of the "LIFO"
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         method of accounting, provided, that such non-cash charges or
         credits cannot become cash in accordance with GAAP, plus (e) to the
         extent deducted in calculating such net income, Interest Expense of
         the Parent and its Subsidiaries on a consolidated basis for such
         period plus (f) any losses or gains resulting from the repurchase,
         acquisition or redemption of Senior Notes (2012), Senior Debentures,
         Senior Notes, Remaining Senior Debentures or Remaining Senior Notes
         (2008). Any calculation of Consolidated EBITDA for the Parent and
         its Subsidiaries for any period shall exclude any negative
         "Consolidated EBITDA" (as calculated solely for the Parent and its
         Subsidiaries) of up to $1,000,000."

         2.  Article 1 of the Consignment Agreement is hereby further amended by
adding the following new definition:

         "Remaining Senior Debentures: The Senior Debentures that have not been
         repurchased by the Parent as of May 27, 2004.

         Remaining Senior Notes (2008): The Senior Notes that have not been
         repurchased by Finlay as of May 27, 2004.

         Senior Notes (2012): Finlay's 8 3/8 % Senior Notes due 2012 in the
         original principal amount of $200,000,000 and any notes that may
         subsequently be issued in exchange for that are substantially identical
         in all material respects (other than with respect to any transfer
         restrictions

         3. Section 8.2.1 of the Consignment Agreement is hereby amended by
deleting subsection (iii) in its entirety and replacing it with the following:

         "(iii) unsecured Current Liabilities of a Consignee or any Subsidiary
         thereof incurred in the ordinary course of business other than
         unsecured Current Liabilities for Indebtedness for Borrowed Money,"

         4. Section 8.2.1 of the Consignment Agreement is hereby further amended
by deleting subsection (vi) in its entirety and replacing it with the following:

         "(vi) Indebtedness of Finlay evidenced by the Senior Notes (2012) in an
         aggregate amount not to exceed $200,000,000 and Indebtedness of Finlay
         evidenced by the Remaining Senior Notes (2008) in an amount not to
         exceed $10,000,000 in the aggregate;"

         5. Section 8.2.1 of the Consignment Agreement is hereby further amended
by deleting the phrase "Senior Debentures" in subsection (xv) and replacing it
with the phrase "Remaining Senior Debentures and Senior Debentures".

         6. Section 8.2.1 of the Consignment Agreement is hereby further amended
by adding the following new subsection:

         "(xxi) Indebtedness of the Parent evidenced by the Senior Debentures
         and the Remaining Senior Debentures in an amount not to exceed
         $20,000,000 in the aggregate;"

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         7. Section 8.2.3 of the Consignment Agreement is hereby amended by
deleting the phrase "Senior Debentures" from subsection (xv) and replacing it
with the phrase "Senior Debentures and Remaining Senior Debentures".

         8. Section 8.2.4(E) of the Consignment Agreement is hereby amended by
deleting the phrase "Senior Debentures" and replacing it with "Senior Debentures
and Remaining Senior Debentures".

         9. Section 8.2.4 of the Consignment Agreement is hereby further amended
by adding the following new subsections:

            "(G) Finlay may make payments (1) in the form of a dividend to the
Parent to allow Parent to repurchase a portion of the outstanding Senior
Debentures; (2) of principal and interest on, or to repurchase, acquire or
redeem Remaining Senior Debentures; (3) as due and owing under the Tax
Allocation Agreement in an amount not to exceed $37,000,000; and (4) with
respect to the foregoing clauses (1) - (3), to pay, and to fund the payment by
the Parent of, certain call premiums, consent fees and related fees and expenses
due with respect thereto, provided, that immediately after giving effect to any
such repurchase, acquisition of Remaining Senior Debentures or repurchase of
Senior Debentures, Finlay shall have the ability to draw an additional revolving
advances under the Dollar Facility in the amount of at least $15,000,000."

            (H) Finlay may, from time to time, repurchase, acquire or redeem
Remaining Senior Notes (2008) or Senior Notes (2012); provided, that such
Remaining Senior Notes (2008) or Senior Notes (2012), as the case may be, are
repurchased at prices deemed favorable by Finlay's board of directors; provided,
further, solely with respect to the Senior Notes (2012), that the amount of such
Senior Notes (2012) repurchased under this clause (ii) shall not exceed
$25,000,000 plus the Additional Repurchase Amount (as defined in the Dollar
Facility) in the aggregate;"

            (I) the Parent may, from time to time, repurchase, acquire or redeem
Remaining Senior Debentures; provided, that such Remaining Senior Debentures are
repurchased at prices deemed favorable by the Parent's board of directors".

         10. Section 8.2.4(C)(4) of the Consignment Agreement is hereby further
amended by deleting the phrase "Senior Debentures and Senior Notes" in the
fourth line thereof in its entirety and replacing it with the following phrase:
"Senior Notes (2012), Senior Debentures, Remaining Senior Debentures or
Remaining Senior Notes (2008)".

         11. Section 8.2.8 of the Consignment Agreement is hereby amended by
deleting the phrase "Senior Notes" and replacing it with "Senior Notes (2012)
and the Remaining Senior Notes (2008)".

         12. Section 8.2.8 of the Consignment Agreement is hereby further
amended by deleting the word "and" before "(ii)" and by adding the following new
subsection: "and (iii) regular, scheduled payments by the Parent of interest on
the Senior Debentures and the Remaining Senior Debentures."

                                      -3-
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         13. Section 9.1 of the Consignment Agreement is hereby amended by
deleting the words "Senior Notes" and "Senior Debentures" in all places where
they appear in subsections (f) and (g) and replacing them with "Senior Notes
2012 and Remaining Senior Notes 2008" and "Senior Debentures and Remaining
Senior Debentures" respectively.

         14. Section 9.1 of the Consignment Agreement is hereby further amended
by deleting the words "Senior Debentures" in subsection (s) and replacing them
with "Senior Debentures and Remaining Senior Debentures".

         15. Finlay and eFinlay each hereby grant and reconfirm the security
interest granted to Agent pursuant to the Security Agreement.

         16. By signing below the Institutions hereby consent to the following:

         (a) the issuance by Finlay of the Senior Notes (2012), (b) the
repurchase by Finlay of outstanding Senior Notes, (c) the payment by Finlay of
(i) dividends to the Parent to allow the Parent to repurchase a portion of the
outstanding Senior Debentures (including the payment of certain call premiums,
consent fees and other expenses due in connection therewith) and (ii) up to
$37,000,000 to Parent as repayment of certain amounts owing by Finlay to Parent
under the Tax Allocation Agreement, provided, that the Parent shall use such
amounts repaid by Finlay solely to repurchase Senior Debentures (including the
payment of certain call premiums, consent fees and other expenses due in
connection therewith) and (d) the due execution and delivery by (i) Finlay (with
the consent of the holders of the Senior Notes) of the Second Supplemental
Indenture to the Senior Note Indenture, dated as of June 3, 2004, between Finlay
and HSBC Bank USA (formerly known as Marine Midland Bank), as trustee and (ii)
the Parent (with the consent of the holders of the Senior Debentures) of the
Second Supplemental Indenture to the Senior Debenture Indenture, dated as of
June 3, 2004 between the Parent and HSBC Bank USA (formerly known as Marine
Midland Bank), as trustee. If the Senior Notes (2012) have not been issued on or
prior to June 25, 2004, this consent and Fifth Amendment shall expire and the
provisions of this Section 17 shall be of no further force and effect.

         17. (a) The consents to the Consignment Agreement contained in Section
17 above shall become effective on the date this Fifth Amendment to Amended and
Restated Gold Consignment Agreement has been duly executed and delivered to
Finlay and the Institutions.

             (b) The amendment to Consignment Agreement contained herein shall
become effective as of June 3, 2004 (the "Effective Date") only if at such time
(i) the conditions set forth in the preceding clause (a) have been satisfied,
and (ii) all of the conditions set forth in (x) the Offer to Purchase and
Consent Solicitation Statement, dated as of May 7, 2004, relating to the Senior
Debentures (other than the Bank consent Condition as defined therein) and (y)
the Offer to Purchase and Consent Solicitation Statement, dated as of May 7,
2004, relating to the Senior Notes (other than the Bank Consent Condition as
defined therein) shall have been satisfied.

         18. The Institutions hereby consent to the termination by the Parent
and Finlay of the Tax Allocation Agreement pursuant to the terms contained
therein upon the satisfaction of all liabilities thereunder.

                                      -4-
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         19. Each of Finlay and eFinlay and the Agent hereby agree that, except
as expressly provided herein, the terms and provisions of the Consignment
Agreement remain unchanged and the Consignment Agreement remains in full force
and effect in accordance with its terms. The term "Agreement" as used in the
Consignment Agreement and all references to the Consignment Agreement in any
other documents or agreements among any of the parties hereto which relate to
either Finlay or eFinlay shall refer, from and after the date hereof, to the
Consignment Agreement as amended and supplemented by this Fifth Amendment.

         20. Each of Finlay and eFinlay hereby ratifies and reaffirms that (i)
the representations and warranties contained in the Consignment Agreement, as
amended by the terms hereof, are true and correct as of the date hereof, except
that references to financial statements shall refer to the latest financial
statements furnished pursuant to the Consignment Agreement and (ii) no Event of
Default (as defined in the Consignment Agreement) nor any event which with
notice or the lapse of time, or both, would constitute an Event of Default
exists as of the date hereof.









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         IN WITNESS WHEREOF, each of the parties hereto has caused this Fourth
Amendment to be executed in several counterparts, each of which shall be deemed
to be an original as of the day and year first above written.

                                  SOVEREIGN BANK, as Agent and a Lender

                                  By:  /s/ Jan Stinchfield
                                       ----------------------------
                                       Name:  Jan Stinchfield
                                       Title: Vice President


                                  SOVEREIGN PRECIOUS METALS, LLC, as
                                  Agent and a Lender

                                  By:  /s/ Jan Stinchfield
                                       ----------------------------
                                       Name:  Jan Stinchfield
                                       Title: Vice President


                                  COMMERZBANK INTERNATIONAL S.A.

                                  By:  /s/ Manfred Jahns
                                       ----------------------------
                                       Name:  Manfred Jahns
                                       Title: Vice President


                                  FINLAY FINE JEWELRY CORPORATION

                                  By:  /s/ Bruce E. Zurlnick
                                       ----------------------------
                                       Name:  Bruce E. Zurlnick
                                       Title: Senior Vice President,
                                              Treasurer and CFO


                                  EFINLAY, INC.

                                  By:   /s/ Bruce E. Zurlnick
                                       ----------------------------
                                        Name:  Bruce E. Zurlnick
                                        Title: Senior Vice President,
                                               Treasurer and CFO



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