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                                                               Exhibit 10.30    



                                AMENDMENT NO. 5
                          DATED AS OF JANUARY 31, 1996
                                  TO AGREEMENT
                            DATED AS OF MAY 13, 1993

        Amendment No. 5, dated as of January 31, 1996 (this "Amendment" or
"Amendment No. 5"), to the Agreement, dated as of May 13, 1993 (the "Agreement"
or the "Letter Agreement"), among ALFIN, INC. and ADRIEN ARPEL, INC.
(individually and collectively, the "Company") and CREDIT LYONNAIS NEW YORK
BRANCH and CREDIT LYONNAIS CAYMAN ISLAND BRANCH (individually and
collectively, the "Bank").

        WHEREAS, the Lender has requested the Bank to extend the Expiration
Date until November 30, 1996; and

        WHEREAS, the Bank is willing to agree to such extension on and subject
to the terms and conditions hereof.

        NOW, THEREFORE, IT IS AGREED:

        1.  All terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.

        2.  The Agreement is hereby amended by deleting the first paragraph
thereof in its entirety and substituting in lieu thereof the following new
paragraph:

        "Credit Lyonnais New York Branch ("CLNY") and Credit Lyonnais Cayman
        Island Branch ("CLCI") (CLNY and CLCI sometimes referred to herein as
        the "Lender") are pleased to make available to Alfin, Inc. (the
        "Borrower") on a committed basis loans up to a maximum aggregate
        principal amount of United States ("U.S.") $2,000,000 (as such amount
        shall be reduced in accordance with the terms hereof, the "Commitment")
        to be used by the Borrower for working capital purposes subject to the
        terms and conditions hereof and of the following documents annexed
        hereto as Exhibits A through F and hereby made a part hereof (each such
        document, together with this Letter Agreement, being a "Credit
        Document"):

               Exhibit A   -   Promissory Note
               Exhibit B   -   [intentionally left blank]
               Exhibit C   -   [intentionally left blank]
               Exhibit D   -   [intentionally left blank]
               Exhibit E   -   Security Agreement
               Exhibit F   -   Borrowing Base Certificate

        Upon the effectiveness of Amendment No. 5, the Commitment will remain in
        effect until November 30, 1996 unless earlier terminated by the Lenders
        pursuant to the terms and conditions hereof (the "Expiration Date"). Any
        obligations of the Borrower incurred 
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        determined by CLNY on a daily basis, the higher of (a) the rate per
        annum established by CLNY from time to time as the reference rate for
        short-term commercial loans in U.S. Dollars to domestic corporate
        borrowers (which the Borrower acknowledges is not necessarily CLNY's
        lowest rate) or (b) the overnight cost of funds of CLNY as determined
        solely by CLNY plus 1/4 of 1% per annum. Accrued and unpaid interest on
        the loans hereunder shall be due and payable on the last day of each
        calendar month on each Due Date and upon any prepayment to the extent
        accrued on the amount prepaid.

        The Borrower may prepay the loans hereunder at any time without premium
        or penalty upon written notice received by CLNY no later than 11:00 a.m.
        (New York time) on the date of such prepayment; provided, however, that
        partial prepayments of the loans hereunder shall be in an integral
        principal multiple of $50,000."

        6.  The Agreement is hereby amended by deleting the heading Terms of
Commercial and Standby Letters of Credit and the two paragraphs thereunder in
their entirety.

        7.  The Agreement is hereby amended by deleting the heading Mandatory
Prepayments and Cash Collateralizations and the first sentence thereunder in
their entirety and substituting, in lieu thereof, the following new heading and
sentence:

        "Mandatory Prepayments:

        If at any time the aggregate outstanding principal amount of loans under
        the applicable Credit Documents exceeds the Borrowing Base, the Borrower
        shall immediately prepay such loans to the extent of the difference
        between such aggregate outstanding principal amount and the Borrowing
        Base."

        8.  The Agreement is hereby amended by deleting the following clause
from the first sentence under the heading Increased Costs:

        "or commercial or standby letters of credit".

        9.  The Agreement is hereby amended by deleting the second paragraph
under the heading Increased Costs in its entirety and substituting in lieu
thereof the following sentence:

        "If the Borrower becomes liable for the payment of any additional
        amounts by reason of the foregoing paragraph, it may avoid further
        liability for such additional amounts by giving to CLNY or CLCI, as the
        case may be, prior written notice of its intention to prepay, and by
        prepaying forthwith, outstanding loans under the applicable Credit
        Documents in full only together with all interest, 
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        fees, and other amounts or charges incurred thereon and due thereunder
        including such additional amounts for the period prior to prepayment
        pursuant to the preceding paragraph".

        10.  The Agreement is hereby amended by deleting (i) the phrase "or
commercial or standby letter of credit issued" from the preamble under the
heading Representations and Warranties and (ii) the phrase "or the issuance of
any letter of credit pursuant to" from clause (x) under the heading
Representations and Warranties.

        11.  The Agreement is hereby amended by deleting clause (iii) in its
entirety from the first sentence under the heading Covenants and substituting,
in lieu thereof, the following new clause:

        "(iii) to provide the Lenders with a Borrowing Base Certificate
        accompanied by an aging schedule of all accounts receivable of Adrien
        Arpel, Inc., which schedule shall set forth an aging of such accounts
        receivable by customer (specifying the amount, date, billing number,
        customer name and customer address in respect of each account
        receivable) according to the terms of the relevant receivable and not
        according to the date of shipment of the goods with respect to the sale
        of which such account receivable arose, no later than (i) for the period
        from and including the first calendar day of each month to and including
        the fifteenth calendar day of such month, the second Business Day
        following the fifteenth calendar day of such month and (ii) for the
        period from and including the sixteenth calendar day of each month to
        and including the last calender day of such month, the second Business
        Day following the last calendar day of such month".

        12.  The Agreement is hereby amended by deleting the phrase "or to
reimburse the amount of any draw under a commercial or standby letter of
credit" from clause (i)(a) under the caption Events of Default.

        13.  The Agreement is hereby amended by deleting clause (viii) under
the heading Events of Default in its entirety and substituting, in lieu thereof,
the following new clause:

        "(viii) [intentionally left blank]".

        14.  The Agreement is hereby amended by deleting clause (xii) under the
heading Events of Default in its entirety and substituting, in lieu thereof, the
following new clause:

        "(xii) if at any time the aggregate outstanding principal amount of
        loans under the applicable Credit Documents shall exceed the Borrowing
        Base".

        15.  The Agreement is hereby amended by deleting from the penultimate
paragraph under the heading Events of Default (i) the parenthetical phrase in
the first sentence thereof and (ii) the second sentence thereof in its entirety,
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        16.  The Agreement is hereby amended by deleting clauses (i), (ii),
(iii) and (iv) under the heading Requirements for Utilization in their entirety
and renumbering clauses (v), (vi) and (vii) as clauses (i), (ii) and (iii),
respectively. 

        17.  The Agreement is hereby amended by deleting the following clauses
from the last paragraph under the heading Requirements of Utilization: (i) "and
the issuance of each commercial or standby letter of credit"; (ii) "or
commercial or standby letter of credit is issued"; and (iii) "or issuance of
such letter of credit".

        18.  Except as expressly modified hereby, the Credit Documents shall
remain in full force and effect. All references in the Credit Documents or in
any document, instrument or agreement executed and delivered in connection
therewith to the "Credit Documents", "hereof", "herein" and words of similar
effect shall mean and refer to the Credit Documents as amended and modified by
this Amendment.

        19.  As of the date of the effectiveness of this Amendment, each of
Alfin, Inc. and Adrien Arpel, Inc. (i) renews the representations and
warranties made by it in each Credit Document to which it is party with the
same effect as if such representations and warranties were made on and as of
the date hereof and (ii) further represents and warrants that no Event of
Default has occurred and is continuing under the Credit Documents or will occur
upon the effectiveness of this Amendment and (iii) further represents and 
warrants that the consolidated balance sheet of the Borrower and its
subsidiaries dated as July 31, 1995 and the related consolidated statements of
income and retained earnings and changes in cash flows for the fiscal year
ended July 31, 1995, reported on by Arthur Andersen & Co., copies of which have
heretofore been furnshed to the Lender, fairly present the consolidated
finanacial position of the Borrower and its subsidiaries as of July 31, 1995
and the results of their operations for the fiscal year ended July 31, 1995,
all in conformity with United States generally accepted accounting principals
applied on a consistent basis.

        20.  This Amendment shall be effective as of the date first above
written upon:

        (i) the due execution and delivery hereof by the parties hereto,

        (ii) the receipt by CLNY from Alfin, Inc. of a duly executed promissory
        note in the form of Exhibit A attached hereto in replacement and
        substitution of, and not in payment for, that certain promissory note,
        dated February 28, 1995, made by Alfin, Inc. to CLNY in the principal
        amount of $2,100,000 and issued pursuant to the Letter Agreement as in
        effect immediately prior to the effectiveness of this Amendment (the
        "Prior Note"),

        (iii) evidence that the Guaranty has been modified to reflect the new
        Expiration Date and reductions in the Commitment and

        (iv) receipt by CLNY of any amounts due and outstanding in respect of
        the Agreement.

        21.  As used in the Agreement (including all Exhibits thereto) and all
other instruments and documents executed in connection therewith, the term
"Agreement" shall mean the Agreement as amended hereby.

        22. This Amendment shall be governed by, and construed in accordance
with the laws of the State of New York without regards to its principles of
conflicts of law.

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        23.     This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Amendment by signing any such counterpart.

        IN WITNESS WHEREOF, the parties hereto through their duly authorized
representatives have set their hand as of the date first written above.

                                ALFIN, INC.

                                By:_________________________
                                
                                Title:______________________

                                ADRIEN ARPEL, INC.

                                By:_________________________

                                Title:______________________

                                CREDIT LYONNAIS
                                  NEW YORK BRANCH

                                By:_________________________

                                Title:______________________

                                CREDIT LYONNAIS
                                  CAYMAN ISLAND BRANCH

                                By:_________________________

                                Title:______________________


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