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                                                                    EXHIBIT 10.1

                           RESTRICTED STOCK AGREEMENT

         AGREEMENT, made as of April __, 2004, between FINLAY ENTERPRISES, INC.,
a Delaware corporation (the "Company"), and _________________ (the "Grantee").

         1.       PURPOSE.  The purpose of this Restricted Stock Agreement (the
"Agreement") is to provide an incentive and reward to the Grantee, who, through
employment and by the Grantee's industry and exceptional service, will continue
to contribute to the growth and development of the Company.

         2.       SHARES AWARDED.

                  (a) Subject to the terms of this Agreement, provided that the
Grantee is at such time employed by the Company or its or their subsidiaries,
the Company shall issue to the Grantee, on April 30, 2006 or as soon thereafter
as is reasonably practicable, ___ shares of common stock, $.01 par value
("Common Stock"), of the Company (the "Shares"), which Shares shall be subject
to the restrictions set forth herein.

                  (b) The Shares are granted pursuant to the Company's 1997 Long
Term Incentive Plan, as amended (the "Plan"). The Shares are subject to all of
the applicable provisions of the Plan which are incorporated herein by
reference, and any conflict between the terms of this Agreement and those of the
Plan shall be resolved in favor of the terms of the Plan.

                  (c) Notwithstanding anything to the contrary herein contained,
in the event (i) that the Grantee's employment is terminated by reason of the
Grantee's death or Disability (as such term is defined in the Plan), or (ii)
upon the occurrence of a Change in Control (as defined in the Plan), then in any
such case, all of the Shares shall be deemed immediately vested and shall cease
to be subject to the restrictions imposed hereunder and the Shares shall be
distributed to the Grantee or his or her estate (as applicable) as promptly as
possible thereafter.

         3.       CERTIFICATES.

                  (A) CERTIFICATES. Upon issuance by the Company to the Grantee
of Shares in accordance with Section 2 hereof, the Company shall deliver to the
Grantee or his or her estate (as applicable) a certificate covering such Shares,
which shall be in the name of the Grantee or such estate and shall have stamped
thereon the legends set forth in Section 6 hereof.

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                  (B) ADJUSTMENTS. In the event that the Company shall effect
any dividend or other distribution in the form of shares of Common Stock, or
there shall occur any recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange or other similar corporate transaction or event which affects the
Common Stock such that an adjustment is appropriate in order to prevent dilution
or enlargement of the rights of the Grantee hereunder, then the Company shall,
in such manner as it may deem equitable, adjust the number and/or type of
securities issuable to the Grantee pursuant to Section 2 hereof after the
effective date of such dividend or distribution or other corporate transaction
or event.

         4.       STOCKHOLDERS' AND REGISTRATION RIGHTS AGREEMENTS.

         It is a condition to the grant of any Shares hereunder that the Grantee
execute and deliver to the Company, counterparts of the Amended and Restated
Stockholders' Agreement dated as of March 6, 1995 and the Registration Rights
Agreement, dated as of May 26, 1993, each as amended (respectively, the
"Stockholders' Agreement" and the "Registration Rights Agreement"), by and among
the Company, David B. Cornstein, Arthur E. Reiner and certain other parties.
Upon the Grantee's execution and delivery of such agreements, the Grantee will
be deemed to be a "Management Holder" under the Stockholders' Agreement and a
"Management Stockholder" under the Registration Rights Agreement, and as such,
the Grantee will be subject, in addition to the provisions of this Agreement, to
all of the terms, conditions and obligations of such agreements, including,
without limitation, restrictions on the transferability of the Shares (and any
other securities issued to the Grantee pursuant to Section 3(b) hereof).
Capitalized terms used but not otherwise defined herein, shall have the same
meaning as defined in the Stockholders' Agreement.

         5.       RESTRICTIONS ON TRANSFER.  The Grantee hereby represents and
warrants to and agrees with the Company as follows:

                  (a) The Shares (and any other securities issued pursuant to
Section 3(b) hereof) are being acquired by the Grantee for the Grantee's benefit
and account for investment purposes and not with a view to or for resale in
connection with a public offering and distribution thereof.

                  (b) The Shares (and any other securities issued to the Grantee
pursuant to Section 3(b) hereof) will not be sold, exchanged, pledged,
hypothecated, transferred or otherwise

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disposed of by the Grantee in any manner, directly or indirectly, (i) without
registration thereof under the Securities Act of 1933, as amended, and any
applicable state "Blue Sky" laws unless an exemption from such registration is
available and, if the Company so requests, the Grantee causes counsel
satisfactory to the Company to deliver to the Company a written opinion of such
counsel in form and substance satisfactory to the Company; or (ii) in violation
of any law; or (iii) in violation of the Stockholders' Agreement or the
Registration Rights Agreement.

         6.       RESTRICTIVE LEGENDS.  All certificates representing Shares
issued hereunder (and all certificates representing any other securities issued
to the Grantee pursuant to Section 3(b) hereof) shall bear restrictive legends
thereon substantially as follows:

         "THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
         REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF A
         RESTRICTED STOCK AGREEMENT DATED AS OF APRIL __, 2004 BETWEEN THE
         COMPANY AND THE HOLDER, AND AN AMENDED AND RESTATED STOCKHOLDERS'
         AGREEMENT DATED AS OF MARCH 6, 1995 AND A REGISTRATION RIGHTS
         AGREEMENT, DATED AS OF MAY 26, 1993, EACH AS AMENDED, BY AND AMONG THE
         COMPANY, DAVID B. CORNSTEIN, ARTHUR E. REINER AND CERTAIN OTHER
         PARTIES, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
         COMPANY."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
         BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, PURSUANT TO
         RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO
         THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE
         HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL
         TO THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH
         ACT IS AVAILABLE."

         7. GENERAL PROVISIONS. Nothing contained in this Agreement shall confer
upon the Grantee any right to continue in the employ of the Company or shall in
any way affect the right and power of the Company to dismiss or otherwise
terminate the employment of the Grantee at any time for any reason with or
without cause. This Agreement shall be governed and construed in accordance with
the laws of the State of New York applicable to contracts entered into and to be
performed wholly within such

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State. This Agreement shall be binding upon the heirs, executors, administrators
and successors of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.


                                           FINLAY ENTERPRISES, INC.



                                           By_______________________________
                                             Name: Arthur E. Reiner
                                             Title: Chairman and CEO



                                           THE GRANTEE:


                                           _________________________________
                                           Signature


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