AMENDMENT NO. 10
                               AND LIMITED CONSENT

     THIS AMENDMENT NO. 10 AND LIMITED CONSENT (this  "Amendment") is made as of
April 21,  2000,  by and between  FINLAY FINE  JEWELRY  CORPORATION,  a Delaware
corporation  with its principal  office at 521 Fifth Avenue,  New York, New York
10175 (the "Consignee") and SOVEREIGN BANK, as successor to Fleet National Bank,
formerly known as BankBoston,  N.A., as successor to Rhode Island Hospital Trust
National  Bank  (the  "Consignor"),  amending  certain  provisions  of the  Gold
Consignment  Agreement  dated  as of June  15,  1995 (as  amended,  modified  or
supplemented  and in effect,  the "Consignment  Agreement"),  by and between the
Consignee and the Consignor.  Capitalized terms used herein which are defined in
the  Consignment  Agreement and not defined  herein shall have the same meanings
herein as therein.

     WHEREAS, the Consignee wishes to sell certain assets to Ultra Stores, Inc.,
an  Illinois  corporation  ("Ultra  Stores"),  pursuant  to a Purchase  and Sale
Agreement  dated as of April 18, 2000 between the  Consignee and Ultra Stores in
the form attached hereto as Exhibit A (the "New York Jewelry Outlet Purchase and
Sale Agreement");

     WHEREAS,  the Consignee has requested that the Consignor agree to amend the
terms of the Consignment Agreement in certain respects as hereinafter more fully
set forth so as, among other things, to permit the sale of such assets;

     WHEREAS,  the  Consignor  is willing to amend the terms of the  Consignment
Agreement  in such  respects  upon  the  terms  and  subject  to the  conditions
contained herein;

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

     SECTION 1. AMENDMENT OF SECTION 1 OF THE CONSIGNMENT  AGREEMENT.  Section 1
of the  Consignment  Agreement is hereby  amended by deleting the dollar  amount
"$27,000,000"  from subsection (f) of the definition of Consolidated  EBITDA and
substituting in lieu thereof the dollar amount "$28,631,000".

     SECTION  2.  LIMITED  CONSENT TO  TRANSFER  OF ASSETS.  The  Consignee  has
informed  the  Consignor  that it  wishes to sell  certain  assets  (other  than
inventory)  located at and/or used in connection with its chain of outlet stores
known as the New York Jewelry Outlet to Ultra Stores.  The Consignee has further
requested that

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the Consignor  consent to such  disposition of assets  pursuant to the terms and
conditions of the New York Jewelry Outlet Purchase and Sale  Agreement.  Subject
to the terms and conditions  contained herein,  the Consignor hereby consents to
the transfer of the Assets (as defined in the New York Outlet  Purchase and Sale
Agreement) on the terms and conditions of the New York Outlet  Purchase and Sale
Agreement;  PROVIDED,  HOWEVER,  that (a) the  closing of such  transfer  of the
Assets shall occur on or before May 31, 2000; (b) such transfer shall take place
in  accordance  with the terms and  conditions  set forth in the New York Outlet
Purchase and Sale Agreement;  and (c) the aggregate  consideration to be paid to
the Consignee by Ultra Stores  pursuant to the New York Outlet Purchase and Sale
Agreement  (in cash and in the form of a promissory  note issued by Ultra Stores
in favor of the Consignee) shall be at least $900,000.

     SECTION 3. LIMITED  CONSENT.  Subject to the satisfaction of the conditions
set forth in section 5 hereof,  the Consignor  hereby  consents to the execution
and  delivery by the  Consignee  of  Amendment  No. 9,  amending the Amended and
Restated  Credit  Agreement  dated as of September 11, 1997 among the Consignee,
the Parent, the Dollar Agent and the Lenders party thereto, such Amendment being
in substantially the form attached hereto as Exhibit B.

     SECTION 4. REPRESENTATIONS AND WARRANTIES.  The Consignee hereby represents
and warrants to the Consignor as follows:

     (a)    Representations  and Warranties.  The representations and warranties
            of the  Consignee  contained in the  Consignment  Agreement  and the
            other  Consignment  Documents  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
            Consignment  Documents and this  Amendment and changes  occurring in
            the ordinary  course of business  that do not result in a Materially
            Adverse  Effect,  and to the extent  that such  representations  and
            warranties relate expressly to an earlier date. The  representations
            and warranties of the Consignee and, to the best of the  Consignee's
            knowledge,  Ultra Stores  contained  in the New York Jewelry  Outlet
            Purchase  and Sale  Agreement  were true and correct in all material
            respects when made, are true and correct in all material respects on
            the  date  hereof  and  shall be true and  correct  in all  material
            respects  on the  date of the  closing  of the  sale of the  Assets,
            except 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 the  Consignee  of this  Amendment  and the New York
            Jewelry Outlet  Purchase and Sale Agreement and the  consummation of
            the transactions  contemplated hereby and thereby (i) are within the
            corporate  power of the Consignee  and have been duly  authorized by
            all

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                                      -3-


            necessary corporate action on the part of the Consignee, (ii) do not
            require any approval or consent of, or filing with, any governmental
            agency or  authority,  or any other  person,  association  or entity
            (except  for the consent of the Dollar  Agent and the lenders  under
            the Dollar  Facility,  which consent is being obtained  concurrently
            herewith  as  required  by  section 5  hereof),  which  bears on the
            validity of this Amendment or the Consignment Documents 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 the Consignee is
            named in a manner which has or could  reasonably be expected to have
            a Materially  Adverse  Effect,  (iv) do not violate any provision of
            the Charter  Documents  of the  Consignee,  (v) do not result in any
            breach of or  constitute a default under any agreement or instrument
            to  which  the  Consignee  is a party  or by  which it or any of its
            properties is bound,  including  without  limitation  any indenture,
            loan or credit agreement,  lease, debt instrument or mortgage,  in a
            manner  which  has  or  could  reasonably  be  expected  to  have  a
            Materially  Adverse Effect, and (vi) do not result in or require the
            creation or imposition of any mortgage, deed of trust, pledge, lien,
            security  interest or other charge or encumbrance of any nature upon
            any of the assets or properties of the Consignee  except in favor of
            the Consignor pursuant to the Security Documents.

     (c)    ENFORCEABILITY  OF  OBLIGATIONS.  Each of this Amendment and the New
            York  Jewelry  Outlet  Purchase  and Sale  Agreement  has been  duly
            executed and delivered by the Consignee and  constitutes  the legal,
            valid and binding obligation of the Consignee,  enforceable  against
            the  Consignee  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.

     SECTION 5. CONDITIONS TO  EFFECTIVENESS.  This Amendment shall be effective
as of the date first above written (the  "Effective  Date") upon the Consignor's
receipt  of  each  of  the  following,  in  each  case  in  form  and  substance
satisfactory to the Consignor:

     (a)    this  Amendment  duly  executed  by  each of the  Consignee  and the
            Consignor;
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                                      -4-


     (b)    a copy of the New York Jewelry Outlet  Purchase and Sale  Agreement,
            duly executed by each of the parties  thereto and duly  certified by
            the Secretary or Assistant Secretary of the Consignee as being true,
            correct,  complete  and in full force and  effect,  without  further
            amendment or modification;

     (c)    evidence of the Consignee's  receipt of all necessary or appropriate
            third party  consents or  approvals to the  amendments  contemplated
            hereby,  including,  without limitation,  consents or approvals from
            the Dollar Agent and each of the applicable lenders under the Dollar
            Facility; and

     (d)    such other documents or items as the Consignor may request.

     SECTION  6.  RATIFICATIONS,  ETC.  Except  as  expressly  provided  in this
Amendment,  all of the terms and conditions of the Consignment Agreement and the
other  Consignment  Documents  shall  remain  in  full  force  and  effect.  All
references in the Consignment  Agreement or any related  agreement or instrument
to the Consignment  Agreement shall hereafter refer to the Consignment Agreement
as amended hereby. The Consignee confirms and agrees that the Obligations of the
Consignee  to the  Consignor  under the  Consignment  Documents,  as amended and
supplemented  hereby,  are secured by and are  entitled  to the  benefits of the
Security Documents.

     SECTION  7.   EXPENSES.   Without   limiting   the  expense   reimbursement
requirements set forth in section 11 of the Consignment Agreement, the Consignee
agrees to pay on demand all costs and expenses,  including reasonable attorneys'
fees, of the Consignor incurred in connection with this Amendment.

     SECTION 8. NO IMPLIED WAIVER. Except as expressly provided herein,  nothing
contained  herein shall  constitute a waiver of, impair or otherwise  affect any
Obligations,  any  other  obligations  of  the  Consignee  or any  right  of the
Consignor consequent thereon.

     SECTION 9.  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 Commonwealth of Massachusetts.

     SECTION 10.  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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                                      -5-


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.

                                    FINLAY FINE JEWELRY
                                      CORPORATION

                                    By: /s/Bruce Zurlnick
                                        -----------------
                                        Name:  Bruce Zurlnick
                                        Title: Senior Vice President,  Treasurer
                                                 and Chief Financial Officer

                                    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/ Albert L. Brown
                                        -------------------
                                        Name: Albert L. Brown
                                        Title: Senior Vice President