<PAGE>



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


         THIS SECOND AMENDMENT is made as of the 30th day of September, 2002,
among SOVEREIGN BANK (formerly known as Rhode Island Hospital Trust National
Bank), a Federal Savings Bank with an office at 15 Westminster Street,
Providence, Rhode Island 02903, 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").

                          W I T N E S S E T H  T H A T:
                          - - - - - - - - - -  - - - -

         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 amended, the "Consignment Agreement"), relating to the
consignment by the Institutions to Finlay;

         WHEREAS, Sovereign, Finlay and eFinlay 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 defined terms, "Consignment Fixed Rate", "Consignment Limit", "Dollar
Facility", "Intercreditor Agreement", "Maturity Date", "Maximum Drawing Amount"
and "Security Documents" and replacing them with the following:

         "Consignment Fixed Rate: With respect to any Interest Period, the
amount equal to (a) the greater of (i) the Eurodollar Rate for such Interest
Period minus the average of rates quoted to the Agent as the London Interbank
Bullion Rates as displayed on Reuter's gold loan screen or, if Reuter's gold
loan screen is not available, as set by the Agent, for Precious Metal forwards
for such period (the "Contango Rate"), and (ii) zero (0), plus (b) two percent
(2.00%).

         Consignment Limit: The least of (a) 165,000 fine troy ounces of
Precious Metal, (b) Consigned Precious Metal having a Fair Market Value or
unpaid purchase price equal to the Total Commitment, or (c) the sum of (i) the
product of (A) ninety percent (90%) times (B) the number of troy ounces of
Precious Metal contained in Eligible Specified Gold Jewelry of the Consignees
plus (ii) the product of (A) ninety percent (90%) times (B) the sum of (1) the
amount of Eligible Cash Deposits divided by the Second London Gold Fixing for
any day of reference,


<PAGE>

plus (2) the Maximum Drawing Amount of the Letter of Credit divided by the
Second London Gold Fixing for such day of reference.

         Dollar Facility: Collectively, the Loan Documents, as such term is
defined in the Amended and Restated Credit Agreement dated as of September 11,
1997, among Finlay, the Parent, the Dollar Agent and the Lenders (as defined
therein) as such facility has been or may be amended, restated or otherwise
modified or as such facility may be replaced, increased, renewed, supplemented,
refunded or refinanced by another facility on terms substantially similar to the
current facility, provided that such Dollar Facility shall be subject at all
times to the terms and provisions of the Intercreditor Agreement.

         Intercreditor Agreement: The Intercreditor Agreement dated as of June
15, 1995 between the Agent and the Dollar Agent (and acknowledged and consented
to by Finlay), as the same is amended and/or restated on the Closing Date and as
further amended, restated, modified, renewed, replaced or supplemented from time
to time on terms and conditions substantially similar to the Intercreditor
Agreement as it exists on the date hereof.

         Maturity Date: The earliest of (a) July 31, 2005, (b) the maturity date
from time to time in effect under the Dollar Facility, or (c) such other date on
which all Obligations may become due and payable pursuant to the terms hereof.

         Maximum Drawing Amount: The maximum aggregate amount from time to time
that the Agent may draw under the Letter of Credit or the Collateral Letter of
Credit.

         Security Documents: Collectively, the Security Agreement, the Cash
Collateral Agreement, the Letter of Credit and Collateral Letter of Credit."

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

         "Collateral Letter of Credit: The standby letter of credit issued on or
         after the date hereof by General Electric Capital Corporation or such
         other issuer as shall be approved by the Agent in writing in advance,
         in favor of the Agent for the benefit of the Agent and the
         Institutions, having a Maximum Drawing Amount of ten percent (10%) of
         the Fair Market Value of the Consigned Precious Metal outstanding at
         any time, which Collateral Letter of Credit is being issued to secure
         the Obligations of the Consignees hereunder, as the same may be
         replaced, amended, increased, modified, extended or renewed from time
         to time upon terms and conditions approved by the Agent in writing in
         advance and otherwise in accordance with the provisions hereof,
         provided that such Collateral Letter of Credit shall either (a) have an
         expiry date not earlier than the Maturity Date or (b) be drawable
         without condition by the Agent no later than thirty (30) days prior to
         the stated expiry thereof (if not previously renewed). Furthermore, the
         Maximum Drawing Amount of the Collateral Letter of Credit shall not be
         available for inclusion in determination of the availability under the
         Consignment Limit."



                                     - 2 -
<PAGE>


         3. Section 8.3 of the Consignment Agreement is hereby amended by
deleting Section 8.3.2 in its entirety and replacing it with the following:

         "8.3.2. Indebtedness to EBITDA. No Consignee will and where applicable,
         each Consignee will not permit its Subsidiaries to, permit the ratio of
         (i) the aggregate principal amount of all Indebtedness for Borrowed
         Money of the Parent and its Subsidiaries on a consolidated basis as of
         any fiscal quarter ending date set forth in the table below to (ii)
         Consolidated EBITDA of the Parent and its Subsidiaries for the period
         of four consecutive fiscal quarters ending on such fiscal quarter
         ending date in such table, to exceed the ratio set forth opposite such
         date in such table:

                Fiscal Quarter
                 Ending Date:                  Ratio:
                 -----------                   -----
                    4/30/02                    4.95:1
                    7/31/02                    4.95:1
                   10/31/02                    4.72:1
                    1/31/03                    3.52:1."


         4. Section 8.3 of the Consignment Agreement is hereby further amended
by deleting Section 8.3.3 in its entirety and replacing it with the following:

         "8.3.3. Minimum EBITDA. No Consignee will and where applicable, each
         Consignee will not permit its Subsidiaries to, permit Consolidated
         EBITDA of the Parent and its Subsidiaries for any period of four
         consecutive fiscal quarters ending on any date set forth in the table
         below to be less than the amount set forth opposite such date in such
         table:


                      Date:                      Amount:
                      ----                       ------
                     4/30/02                   $66,500,000
                     7/31/02                   $66,500,000
                    10/31/02                   $66,500,000
                     1/31/03                   $68,400,000."


         5. Schedule XII of the Consignment Agreement is hereby amended by
deleting it in its entirety and replacing it with Schedule XII-Amended attached
hereto and made a part hereof.

         6. Finlay and EFinlay each hereby grant and reconfirm the security
interest granted to Agent pursuant to the Security Agreement, as amended hereby.

         7. The effectiveness of the transactions described herein shall be
subject to (i) delivery to LLC of this Second Amendment, (ii) payment to LLC of
the closing fee of $187,500, and (iii) payment of all outstanding legal fees due
and owing to counsel to Sovereign and LLC.



                                     - 3 -
<PAGE>

         8. 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 Second Amendment.

         9. 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.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                     - 4 -
<PAGE>



         IN WITNESS WHEREOF, each of the parties hereto has caused this
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/ Elizabeth Sousa
                              -------------------------------------
                           Title Vice President
                                -------------------------------------

                           SOVEREIGN PRECIOUS METALS, LLC, as Agent and a Lender

                           By /s/ Elizabeth Sousa
                              -------------------------------------
                           Title Vice President
                                -------------------------------------


                           COMMERZBANK INTERNATIONAL S.A.

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


                           FINLAY FINE JEWELRY CORPORATION

                           By /s/ Bruce Zurlnick
                              -------------------------------------
                           Title Senior V.P., Treasurer and
                                 Chief Financial Officer
                                 ------------------------------------


                           EFINLAY, INC.

                           By /s/ Bruce Zurlnick
                              -------------------------------------
                           Title Senior V.P., Treasurer and
                                 Chief Financial Officer
                                 ------------------------------------




                                     - 5 -
<PAGE>


                              SCHEDULE XII AMENDED
                           OTHER LENDING INSTITUTIONS

              Institutions, Commitment and Consignment Percentages

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------




                                                                CONSIGNMENT
INSTITUTION                               COMMITMENT             PERCENTAGE
--------------------------------------------------------------------------------
<S>                                      <C>                       <C>
Sovereign Bank                           $30,000,000               60.00%
Precious Metals
15 Westminster Street
Providence, RI  02903
Attn:  Elizabeth Sousa
Tel:  401-752-1432
Fax:  401-752-1438
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Commerzbank International                $20,000,000               40.00%
A.G., New York Branch
Treasury Department, 32nd Floor
2 World Financial Center
New York, NY  10281-1050
Attn:  Ian MacDonald
Tel:  212-266-7799
Fax:  212-266-7799

Commerzbank International
S.A.
11, rue Notre Dame
L-2013 Luxembourg
Attn:  Ralf Kreikenbaum
Tel:  011352-4779-11420
Fax:  011352-4779-11840
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTAL                                    $50,000,000                100%
--------------------------------------------------------------------------------
</TABLE>


                                     - 6 -