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                                                                    EXHIBIT 10.5

                                 March 25, 2004

Commemorative Brands, Inc.
7211 Circle S Rd.
Austin, Texas  78745

      Re: First Amended and Restated Letter Agreement (this "Agreement") for
          Fee Consignment and Purchase of Gold

Dear Ladies and Gentlemen:

      We are pleased to confirm that, subject to your acceptance of this
facility, THE BANK OF NOVA SCOTIA ("Scotiabank") will be prepared to deliver on
an uncommitted basis, from time to time, Gold (as such term is defined below)
upon consignment (the "Consignment(s)") to Commemorative Brands, Inc. (the
"Consignee") subject to availability and to the terms and conditions outlined
herein.

Definitions. For the purposes of this Agreement:

(a)   "American Achievement Credit Agreement" means the Credit and Guaranty
      Agreement dated as of March 25, 2004 among AAC Acquisition Corp., a
      Delaware corporation (to be merged into American Achievement Corporation),
      AAC Holding Corp., various affiliates of the Consignee, the lenders party
      thereto and Goldman Sachs Credit Partners L.P., as administrative agent
      for the lenders, as in effect on the date hereof.

(b)   "Approved Inventory Location" shall mean any location set forth under the
      appropriate heading on Exhibit A, and each other location previously
      approved by Scotiabank from time to time.

(c)   "Base Rate" shall mean the higher of (with any change in the Base Rate to
      be effective as of the date of change of either of the following rates):

            (i) the rate of interest then most recently established by
      Scotiabank in New York from time to time to be its base rate for Dollars
      loaned in the United States, as in effect from time to time, and

            (ii) the Federal Funds Rate, as in effect from time to time, plus
      one-half of one percent (0.50%) per annum.

      Scotiabank's base rate is a reference rate and does not necessarily
      represent the lowest or best rate charged to customers; Scotiabank may
      make commercial loans or other loans at rates of interest at, above or
      below Scotiabank's base rate.

(d)   "Borrowing Base" shall mean at any date of determination the amount
      determined by Scotiabank based on the most recent Borrowing Base
      Certificate of the sum of (i) 90% of the Dollar Value of the aggregate
      troy ounces of Gold located at the Consignee's Plants, plus (ii) 70% of
      the Dollar Value of the aggregate troy ounces of Gold located at Approved
      Inventory Locations, plus (iii) 40% of the Dollar Value of the aggregate
      troy

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      ounces of Gold located with the Consignee's salesmen, college book stores
      or jewelry stores as samples (but such contribution to the Borrowing Base
      shall not exceed $1,000,000), plus (iv) 70% of the Dollar Value of the
      aggregate troy ounces of Gold located with refiners approved by
      Scotiabank, plus (v) subject to the last sentence of Section 23, 90% of
      the Dollar Value of the aggregate troy ounces of Gold located in the
      Consignee's pooled account with Stern Leach, provided that the Borrowing
      Base shall not include the Dollar Value of Processed Gold returned to the
      Consignee by the purchaser thereof for any reason (including pursuant to
      customer warranty repairs).

(e)   "Borrowing Base Certificate" shall mean a certificate executed by an
      authorized officer of the Consignee substantially in the form of Exhibit
      D.

(f)   "Business Day" shall mean any day, other than a Saturday, a Sunday or a
      day that banks are authorized or entitled to be closed for business in New
      York, New York, or in the case of any location to which Gold is to be
      delivered or received, a day that transactions cannot be carried out at
      such location.

(g)   "Change of Control" has the meaning assigned to such term in the American
      Achievement Credit Agreement.

(h)   "Consignment Documents" shall mean, collectively, this Agreement, the
      Guaranty and other related documents.

(i)   "Consignment Request" shall mean a request delivered by an authorized
      officer of the Consignee to Scotiabank in the form of Exhibit B.

(j)   "Dollar Value" with respect to Gold shall mean, on the day of
      determination, the value in dollars of one troy ounce of Gold, determined
      by the daily London Afternoon Fixing Price with respect to Gold on such
      day times the number of ounces of Gold in respect of which the Dollar
      Value is being determined. In the event that there is no London Afternoon
      Fixing Price for Gold on a particular day, the last established London
      Afternoon Fixing Price for Gold shall apply.

(k)   "Dollars" and "$" shall mean lawful currency of the United States.

(l)   "Event of Default" is defined in paragraph 17.

(m)   "Federal Funds Rate" shall mean for any period, a fluctuating interest
      rate per annum equal for each day during such period to the weighted
      average of the rates on overnight Federal funds transactions with member
      banks of the Federal Reserve System arranged by Federal funds brokers, as
      published for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by
      Scotiabank from three Federal funds brokers of recognized standing
      selected by Scotiabank.

(n)   "Gold" shall mean, with respect to any gold consigned by Scotiabank or
      required to be re-delivered to Scotiabank pursuant to the terms hereof,
      gold in London Good Delivery

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      bar form, loco London, England, and of a minimum fineness of .9995, unless
      otherwise mutually agreed to by Scotiabank and Consignee in advance of
      delivery to the Consignee. Gold shall exclude customer gold contained in
      rings returned to the Consignee for repair, replacement or resizing.

(o)   "Gold Rate" shall mean, with respect to any Consignment term, the average
      London Inter Bank Offered Rate as shown on Reuters LIBO screen as at 10:00
      a.m. London, England time three (3) Business Days prior to the first day
      of the Consignment term, less the mean rate shown on such date on the
      Reuters GOFO page as at 10:00 a.m. London, England time.

(p)   "Governmental Authority" shall mean any Federal, state, local or foreign
      court or governmental agency, authority, instrumentality or regulatory
      body.

(q)   "Guaranty" is defined in paragraph 12.

(r)   "Guarantors" is defined in paragraph 12.

(s)   "including" shall mean "including without limitation".

(t)   "Intercreditor Agreement" shall mean the Intercreditor Agreement dated as
      of March 25, 2004 between Scotiabank and Goldman Sachs Credit Partners,
      L.P., as agent under the American Achievement Credit Agreement, confirming
      the priority of the security interest of Scotiabank in the consigned Gold,
      in all respects in form and substance satisfactory to Scotiabank, as in
      effect on the date hereof and as the same may be amended or modified from
      time to time.

(u)   "Lien" shall mean any security interest, mortgage, pledge, hypothecation,
      assignment, deposit arrangement, encumbrance, lien (statutory or
      otherwise), charge against or interest in property to secure payment of a
      debt or performance of an obligation or other priority or preferential
      arrangement of any kind or nature whatsoever.

(v)   "Material Adverse Effect" means a material adverse effect on the business,
      operations, assets, revenues, properties or prospects of the Parent, the
      Parent and its subsidiaries (taken as a whole), the Consignee, or the
      Consignee and its subsidiaries (taken as a whole).

(w)   "Maximum Dollar Amount" is defined in paragraph 1.

(x)   "Obligations" shall mean all obligations (monetary or otherwise) now or
      hereafter arising of the Consignee or the Guarantors arising under or in
      respect of this Agreement or other Consignment Document, including the
      obligations of the Consignee to return or purchase Gold pursuant to the
      terms hereof, but excluding the obligations of the Consignee and the
      Guarantors under or in respect of the American Achievement Credit
      Agreement.

(y)   "Organic Document" shall mean, relative to the Consignee or any Guarantor,
      its certificate of incorporation, its by-laws and all shareholder
      agreements, voting trusts and similar arrangements applicable to any of
      its authorized shares of capital stock.

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(z)   "Parent" means American Achievement Corp. and any successor thereto.

(aa)  "Plant" shall mean, as the context may require, any of the Consignee's
      facilities set forth under the appropriate heading on Exhibit A.

(bb)  "Processed Gold" shall mean an undivided interest in each product of any
      goods and inventory containing Gold located at a Plant or an Approved
      Inventory Location or for which Gold located at a Plant or an Approved
      Inventory Location comprises a part thereof, which undivided interest
      shall be, with respect to any such product, equal to the ratio that the
      Dollar Value of such Gold contained in such product or comprising a part
      thereof bears to the cost of such product. Terms defined in the U.C.C. and
      used in this definition have the meanings set forth in the U.C.C.

(cc)  "U.C.C." shall mean the Uniform Commercial Code as in effect in the State
      of New York from time to time.

(dd)  "Value Date" shall mean the date two Business Days after the rate is set
      for the purchase of Gold hereunder.

1. Availability. Gold delivered and held on consignment hereunder from time to
time by the Consignee shall not at any time have a Dollar Value which is in
excess of the least of (i) the Dollar Value of 27,000 troy ounces of Gold, (ii)
$14,175,000 and (iii) the Borrowing Base (the least of (i), (ii) and (iii) being
the "Maximum Dollar Amount").

2. Restoration of Maximum Dollar Amount. If at any time the Dollar Value of the
Gold held on consignment hereunder by the Consignee should exceed the Maximum
Dollar Amount (as such amount may have been reduced pursuant to the terms of
this Agreement), then Scotiabank may at its option, by telex or facsimile notice
to the Consignee, require that by the end of the Business Day immediately
following the day upon which such telex or facsimile notice is given, the
Consignee to either:

      (a)   re-deliver to Scotiabank a portion of the Gold held on consignment
            hereunder sufficient to reduce the Dollar Value of the Gold
            continued to be held on consignment hereunder to an amount no
            greater than the Maximum Dollar Amount; or

      (b)   purchase from Scotiabank, at a purchase price agreed to between the
            parties by the end of such Business Day, a quantity of the Gold held
            on consignment hereunder sufficient to reduce the Dollar Value of
            the Gold held on consignment hereunder to an amount no greater than
            the Maximum Dollar Amount.

With respect to clause (b) above, if the parties are unable to agree to the
purchase of Gold at a mutually agreeable purchase price, then the Maximum Dollar
Amount shall be restored pursuant to the provisions of clause (a) above.

3. No Obligation to Deliver or Renew a Consignment. Execution of this Agreement
shall not obligate Scotiabank to deliver gold or to renew a Consignment term
pursuant to any request which it may receive from the Consignee; nor does it
obligate the Consignee to request the

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delivery of gold. The Consignee shall have no automatic right to obtain the
delivery of gold hereunder or to renew a Consignment term despite making the
appropriate request and notwithstanding the occurrence or non-occurrence of an
Event of Default hereunder. Scotiabank shall have complete discretion to refuse
any delivery or renewal request at any time until actual delivery or actual
renewal of a Consignment without giving any reason for any such refusal, and
Scotiabank shall incur no liability in respect of any such refusal. If
Scotiabank elects not to renew a Consignment term, the Consignee shall, within
ten (10) days after demand from Scotiabank, if it has not already done so, (a)
re-deliver to Scotiabank all Gold which is held for Scotiabank by the Consignee
under the relevant Consignment by physically delivering the Gold to Scotiabank
or (b) purchase such Gold in accordance with Section 10 or 11.

4. Orders. Requests for delivery of Gold will be made by an authorized
representative of the Consignee to an authorized officer of Scotiabank by
telephone, telex, electronic mail ("delivery" or "read" receipt requested) or
facsimile transmission. Each request will indicate the quantity and quality of
the Gold to be delivered, the date on which the delivery is requested to be made
and the required term of the Consignment, which term may be for up to six (6)
months or any other term which is acceptable to Scotiabank. All telephone
requests shall be confirmed in writing to Scotiabank within five (5) days of
such request.

5. Deliveries by Scotiabank.

      (a)   Scotiabank will arrange for the delivery of the Gold to a Plant or
            an Approved Inventory Location and on the date agreed upon for
            delivery. Scotiabank will assume all risk of loss or damage to the
            Gold until it has been delivered to a Plant or, if applicable, an
            Approved Inventory Location at which time such risk shall pass to
            the Consignee. Such delivery shall be accompanied by a delivery
            statement provided by Scotiabank setting out the quantity and
            quality of Gold delivered.

      (b)   If on receipt of the Gold it is determined by the Consignee that the
            Gold delivered by Scotiabank to the Consignee is of a different
            quantity and/or quality than is set out in the delivery statement,
            the Consignee shall forthwith give notice of such discrepancy to
            Scotiabank. In that event, Scotiabank shall be entitled to conduct
            such tests and make such examination of the Gold as it considers
            necessary or desirable. If such tests or examinations determine that
            the Gold delivered by Scotiabank to the Consignee is of a different
            quantity and/or quality than was set out in the said delivery
            statement, then Scotiabank or the Consignee, as the case may be,
            shall make the appropriate adjustments.

      (c)   Unless Scotiabank receives from the Consignee the above described
            notice of discrepancy within three (3) Business Days of receipt of
            the Gold, then the Gold delivered will be deemed to be as set out in
            the delivery statement that accompanied the delivery.

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6. Fees.

      (a)   The Consignee will pay to Scotiabank a consignment fee on the daily
            Dollar Value of the Gold making up the applicable Consignment at a
            per annum rate equal to the product of (i) the sum of (x) the Gold
            Rate on the Dollar Value of each troy ounce of Gold held on
            consignment hereunder as in effect three (3) Business Days prior to
            the first day of the applicable Consignment then in effect for such
            Gold plus (y) 3.75% multiplied by (ii) the number of troy ounces of
            Gold consigned for each such Consignment, which rate shall remain in
            effect for the term of the applicable Consignment. In the event that
            a Consignment is made with no fixed Consignment term applicable
            thereto, then the rate applicable to such Consignment shall be as
            agreed upon by the parties and subject to change upon three (3)
            Business Days' notice by Scotiabank to the Consignee, and the
            Consignee agrees that such rate shall not be subject to approval by
            the Consignee. In the event that the Consignee and Scotiabank should
            fail at any time to agree upon the rate to apply to a Consignment or
            the renewal of a Consignment term, then the Consignee shall
            immediately deliver the subject Gold for which there is no agreement
            to Scotiabank, as provided for in paragraph 16.

      (b)   The Consignee agrees to pay to Scotiabank on the date hereof an
            upfront fee equal to $25,000.

      (c)   All rates in this Agreement shall be calculated on the basis of a
            360 day year and for the actual number of days elapsed.

7. Title.

      (a)   Title to the Gold delivered by Scotiabank and held by the Consignee
            on consignment for Scotiabank will remain with Scotiabank and will
            not pass to the Consignee until such time as the Gold is purchased
            by the Consignee as provided for in paragraphs 7(b), 10, and 11. In
            the event that only a portion of a Consignment is purchased, then
            title as pertains to that portion only will transfer to the
            Consignee.

      (b)   Title to the Gold purchased by the Consignee as provided for in
            paragraphs 10 and 11 will pass to the Consignee upon receipt by
            Scotiabank of all Dollars due to it from the Consignee in payment
            for the Gold purchased.

8. Commingling. The Consignee and Scotiabank agree that the Consignee shall be
permitted, in the ordinary course of its business as being conducted on the date
of this Agreement, to commingle the Gold held on consignment for Scotiabank with
any other Gold or Gold (in each case located at the Plants or Approved Inventory
Locations) containing alloys being held by the Consignee on consignment,
safekeeping, or trust, or with Gold or Gold containing alloys owned by the
Consignee. The Consignee shall also be permitted to accept returns from its
customers containing Gold for repair, replacement, restyling etc. without being
in violation of this Agreement.

9. Safekeeping. Until such time as the Gold being returned to Scotiabank has
been received by Scotiabank, or purchased by the Consignee, as hereinafter
provided, the Consignee will afford

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the Gold no less safekeeping protection than it affords Gold held for its own
account. The Consignee will arrange insurance coverage, acceptable to Scotiabank
and naming Goldman Sachs Credit Partners L.P., as agent, as loss payee and
additional insured, on the Gold held on consignment for Scotiabank by the
Consignee in such amounts and covering such risks as is usually carried by
companies engaged in a similar business and the Consignee shall, upon request,
deliver to Scotiabank a copy of all policies for such insurance. If Scotiabank
delivers written notice to the Consignee setting forth Scotiabank's reasonable
belief that an Approved Inventory Location offers inadequate safekeeping
protection for the Gold, the Consignee shall transfer all Gold contained at such
Approved Inventory Location to a Plant or another Approved Inventory Location
within 10 days following receipt of such notice.

10. Purchase Request. If the Consignee wishes to purchase part or all of the
Gold held hereunder on consignment for Scotiabank, an authorized representative
of the Consignee will make a request to an authorized officer of Scotiabank by
telephone, telex, electronic mail ("delivery" or "read" receipt requested) or
facsimile transmission stating the quantity and quality of Gold to be purchased
and the proposed Value Date of the purchase. All telephone requests shall be
confirmed in writing to Scotiabank within five (5) days of such request.

11. Purchase. Scotiabank shall at least two (2) Business Days prior to the
proposed Value Date for a purchase or such lesser period as Scotiabank may
accommodate (in its sole discretion), by its authorized officer, provide an
authorized representative of the Consignee with a quotation of the price (based
on the current market price for such Gold), as of the Value Date, of the Gold to
be purchased. If such price is agreed to by the authorized representative of the
Consignee, such Gold will thereupon be conclusively deemed to have been
contracted for purchase, with payment of the purchase price by the Consignee to
be on the relevant Value Date.

12. Security.

      (a)   As continuing collateral security for the present and future
            Obligations of the Consignee to Scotiabank hereunder and under the
            other Consignment Documents, the Parent, AAC Holding Corp., AAC
            Acquisition Corp. Educational Communications, Inc., Taylor Senior
            Holding Corp., TP Holding Corp., Taylor Publishing Company, Taylor
            Publishing Manufacturing, LP., Taylor Manufacturing Holdings, LLC
            and CBI North America, Inc. (the "Guarantors") shall deliver in
            favor of Scotiabank (together with registrations, filings and other
            supporting documentation deemed necessary by Scotiabank to perfect
            same), in the form attached hereto as Exhibit C, its guaranty (the
            "Guaranty") of the present and future Obligations of the Consignee
            to Scotiabank.

      (b)   The intent of the parties hereto is to create a true consignment
            from Scotiabank to the Consignee and not a consignment for security;
            provided, however, that in order to protect the rights of Scotiabank
            in the event that either this Agreement and under the other
            Consignment Documents and the transactions contemplated hereby and
            thereby are construed at any time with respect to any Gold as other
            than a true consignment from Scotiabank to the Consignee (including
            as a result of a Gold Sale), then as security for its Obligations
            the Consignee hereby grants Scotiabank a Lien on and security
            interest in and to the Collateral (whether now

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            or hereafter existing). "Collateral" means all of the Consignee's
            right, title and interest in and to (i) all Gold of any quality or
            fineness (including the Gold consigned and purchased under this
            Agreement), wherever located from time to time, including at the
            Plants or the Approved Inventory Locations or in transit or with the
            Consignee's salesmen, college book stores or jewelry stores as
            samples, (ii) all Processed Gold, wherever located from time to
            time, including at the Plants or the Approved Inventory Locations or
            in transit or with the Consignee's salesmen, college book stores or
            jewelry stores as samples, (iii) an undivided interest in all
            proceeds of such Gold, including an undivided interest in the
            accounts owing by any account debtor, and related general
            intangibles (if any) arising from the sale of Gold (including the
            Gold and the Processed Gold) in each case which undivided interest
            shall be, with respect to any such proceeds (including insurance
            proceeds), accounts or general intangibles, equal to the ratio that
            the Dollar Value of such Gold contained in the goods delivered to
            such account debtor or comprising a part thereof bears to the total
            cost of such goods and (iv) all Metals Collateral (as defined in the
            Intercreditor Agreement). Terms used in the definition of Collateral
            for which meanings are provided in the U.C.C. are used in the
            definition of Collateral with such meanings. "Gold Sale" means any
            sale of Gold by Scotiabank to the Consignee, which sale shall occur
            at any time the Consignee takes title to any Gold, whether pursuant
            to paragraph 10 or 11 or at such earlier or other date as provided
            by law or court order or decree. To the extent this Agreement and
            any other Consignment Document and the transactions contemplated
            hereby and thereby are not construed as a true consignment from
            Scotiabank to the Consignee, or upon the occurrence of any Gold
            Sale, the security interest granted pursuant to this paragraph
            secures the complete and punctual payment of all Obligations of the
            Consignee, whether now or hereafter existing. To the extent any Gold
            of any quality or fineness located at a Plant or any Approved
            Inventory Location becomes part of a product, Scotiabank shall only
            have and shall continue to have rights or interests in and to such
            product to the extent of an undivided interest in such product that
            is equal to the ratio that the cost of such Gold contained in such
            product or comprising a part thereof bears to the cost of such
            product. In addition, Gold of any quality or fineness (including the
            Gold) located at a Plant or any Approved Inventory Location that
            becomes part of a product shall continue to be considered as being
            consigned to the Consignee hereunder to the same extent as if such
            Gold did not become part of a product and shall be subject to all
            the terms hereof and any other Consignment Document (including the
            continuation of title to such Gold in Scotiabank). Notwithstanding
            the express intent of the parties hereto that this Agreement and any
            other Consignment Document and the transactions contemplated hereby
            be a true consignment from Scotiabank to the Consignee, the
            Consignee shall file precautionary Uniform Commercial Code financing
            statements to protect the rights of Scotiabank in and to the
            Collateral. In furtherance of the intent of the parties hereto that
            this Agreement and the transactions contemplated hereunder and
            thereunder are a true consignment from Scotiabank to the Consignee,
            and not a consignment for security, Scotiabank agrees that for so
            long as no Event of Default has occurred and is continuing, it

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            will not initiate any action, suit or proceeding claiming that this
            Agreement or any of the transactions contemplated hereunder are
            other than a true consignment from Scotiabank to the Consignee.

      (c)   The Consignee agrees that, from time to time at its own expense, the
            Consignee will promptly execute and deliver all further instruments
            and documents, and take all further action, that may be necessary or
            desirable, or that Scotiabank may request, in order to perfect,
            preserve and protect any of its interest in the Gold.

      (d)   The Consignee hereby authorizes Scotiabank to file any financing
            statement without its signature, to the extent permitted by
            applicable law, and/or to file a copy of this Agreement as a
            financing statement in any jurisdiction.

13. Invoices.

      (a)   Scotiabank will furnish the Consignee, as at the last day of each
            month and as at the last day of a Consignment term, a statement of
            the quantity and quality of Gold held on consignment for Scotiabank
            and a calculation of the consignment fee in accordance with
            paragraph 6 payable by the Consignee, together with an invoice for
            such charges.

      (b)   In the case of purchases of Gold in accordance with paragraphs 10
            and 11, Scotiabank will furnish the Consignee promptly after each
            purchase is agreed to with a statement setting forth the quantity
            and quality of the Gold sold, and a calculation of the purchase
            price payable by the Consignee, together with an invoice for such
            purchase price.

      (c)   Failure by Scotiabank to issue a statement and/or an invoice or
            failure to issue such statement and/or invoice in a timely manner,
            does not negate the Consignee's Obligations.

      (d)   If there is a discrepancy between the statement provided by
            Scotiabank and the agreed to terms of the purchase by the Consignee,
            as the Consignee understands them to be, the Consignee shall
            forthwith notify Scotiabank of such discrepancy. If such
            notification is not received by Scotiabank within three (3) Business
            Days of receipt of the statement by the Consignee then such
            statement shall be deemed to be correct.

14. Payments. Payment of the aggregate consignment fee will be made by the
Consignee (a) on or before the later of (i) ten (10) Business Days following the
last day of each month and (ii) five (5) Business Days after receipt by the
Consignee of an invoice therefor and (b) on or before the later of (i) the last
day of a Consignment term and (ii) five (5) Business Days after receipt by the
Consignee of an invoice therefor. Payment of the purchase price of the Gold will
be made on the Value Date. In either case, payment will be made in Dollars in
same day funds by any method mutually agreed upon from time to time. If an
amount payable hereunder is not paid when due, the Consignee will pay interest
on the unpaid amount, based on a 360 day year, calculated and payable upon
demand for the actual number of days elapsed and compounded monthly until paid
in full, at the Base Rate plus 2% per annum.

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15. Reports, etc.

      (a)   Within ten (10) days after the end of each month, the Consignee will
            send a report in writing to Scotiabank setting out the quantity and
            quality of the Gold held on consignment for Scotiabank as of the end
            of such month and the location (whether at a Plant, an Approved
            Inventory Location or otherwise) of all Gold (by ounces) consigned
            hereunder.

      (b)   The Consignee will deliver a Borrowing Base Certificate (as of the
            last Business Day of the previous week) to Scotiabank on the date
            hereof and every two weeks thereafter on every other Monday (or if
            such date of delivery is not a Business Day, the next succeeding
            Business Day) during the term of this Agreement.

      (c)   The Consignee will deliver to Scotiabank the Parent's quarterly
            financial statements within forty-five (45) days after the end of
            each the Parent's first three fiscal quarters and the Parent's
            annual audited financial statements within one hundred five (105)
            days after the end of each fiscal year of the Parent and any other
            information as Scotiabank may reasonably request from time to time.

      (d)   The Consignee will deliver to Scotiabank prompt written notice of
            the occurrence of a Default or an Event of Default under and as
            defined in the American Achievement Credit Agreement.

16. Period of Agreement. Scotiabank or the Consignee may, for any reason, and
upon not less than sixty (60) days' prior written notice to the other party (a
"Termination Notice"), terminate this Agreement, with such termination
effective, except as provided herein, as of the date specified in such
Termination Notice (the "Termination Date"). Each Consignment with a term
extending beyond the Termination Date shall terminate on the Termination Date.
On the relevant date for termination, the Consignee shall, if it has not already
done so, re-deliver to Scotiabank all Gold which is held for Scotiabank by the
Consignee under the relevant terminated Consignments by either physically
delivering the Gold to Scotiabank, or by purchasing the Gold from Scotiabank as
provided for in paragraphs 10 and 11 and shall pay to Scotiabank all applicable
amounts due and accruing to it hereunder. If an Event of Default should occur
prior to the Termination Date or prior to any other applicable date of
termination for a Consignment, Scotiabank's right to terminate this Agreement
and make demand hereunder shall take effect immediately.

17. Events of Default. Upon the occurrence of any one of the following events of
default (an "Event of Default"):

      (a)   failure by the Consignee to deliver any amount of Gold or pay any
            purchase price, consignment fee, interest or other amount in respect
            of any Gold held on consignment hereunder or purchased from
            Scotiabank, within three (3) Business Days of the date on which it
            is due hereunder; provided that such grace period shall have no
            application if a Termination Notice has been given pursuant to
            Section 16 and the Consignee has failed to re-deliver Gold or pay
            amounts due and accruing as required by such Section

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      (b)   failure by the Consignee to restore the Maximum Dollar Amount as
            required by paragraph 2;

      (c)   the Consignee or any Guarantor makes any representation or warranty
            hereunder which is incorrect in any material respect; or breaches
            any covenant hereunder or under any other Consignment Document or
            fails to perform or observe, in any material respect, any other term
            or provision contained in this Agreement or under any other
            Consignment Document and any such breach of covenant or failure to
            perform or observe shall remain unremedied for ten (10) days after
            written notice thereof has been given by Scotiabank to the Consignee
            in the manner provided for in paragraph 23;

      (d)   any bankruptcy, reorganization, arrangement, insolvency or
            liquidation proceedings, or any other proceedings for the relief of
            debtors and/or creditors are instituted by or against the Consignee
            or any Guarantor, and, in the case of any such proceeding instituted
            against the Consignee or any Guarantor (but not instituted by such
            party), any such proceeding shall remain undismissed, or unstayed
            for a period of seventy-five (75) days or any of the actions sought
            in such proceeding (including the entry of an order for relief
            against it or the appointment of a receiver, trustee, custodian or
            other similar official for it or for any substantial part of its
            property) shall occur;

      (e)   an order is made or an effective resolution passed for the
            winding-up or liquidation of the Consignee or any Guarantor; or a
            secured party takes possession of all or any material part of the
            undertaking, property or assets of the Consignee or any Guarantor;
            or the Consignee or any Guarantor has a distress, execution,
            attachment, sequestration or other legal process levied, enforced or
            sued on or against all or substantially all of its undertaking,
            property or assets and such secured party maintains possession, or
            any such process is not dismissed, discharged, stayed or restrained,
            in each case within seventy-five (75) days thereafter;

      (f)   subject to the provisions contained in Section 3 of the
            Intercreditor Agreement, the Consignee or any Guarantor admits its
            inability to pay its debts generally; or the Consignee or any
            Guarantor fails to pay any of its indebtedness in an aggregate
            amount of not less than $5,000,000 when due and such failure
            continues after any applicable grace period specified in an
            agreement or instrument relating to such indebtedness;

      (g)   subject to the provisions contained in Section 3 of the
            Intercreditor Agreement, the Consignee or any Guarantor permits any
            default under any agreement or instrument relating to its
            indebtedness, or any other event, to occur and continue after any
            applicable grace period specified in such agreement or instrument
            and the effect of such default or event is to accelerate, or to
            permit the acceleration of, the maturity of indebtedness in an
            aggregate amount of not less than $5,000,000;

                                       11
<PAGE>

      (h)   the Consignee or any Guarantor denies, to any extent, its respective
            obligations under the Guaranty or any other Consignment Document or
            claims the Guaranty or any other Consignment Document to be invalid
            or withdrawn in whole or in part; or the Guaranty is determined to
            be invalid in whole or in part by a court or other judicial entity,
            or is invalidated in whole or in part by any Act, regulation or
            governmental action; or the Consignee or any Guarantor breaches any
            of its covenants as contained in the Guaranty or any other
            Consignment Document and such breach is not remedied or waived
            within 10 days of such breach, or makes any representation or
            warranty as contained in the Guaranty or any other Consignment
            Document which is incorrect in any material respect;

      (i)   a materially adverse change occurs in the financial condition of the
            Parent and its subsidiaries on a consolidated basis which gives
            reasonable grounds to conclude, in the sole opinion of Scotiabank,
            reasonably exercised, that the Consignee or the Guarantors will be
            unable to perform or observe, in the normal course, their respective
            obligations under this Agreement or the Guaranty;

      (j)   the occurrence of a Change of Control; or

      (k)   subject to the provisions contained in Section 3 of the
            Intercreditor Agreement, any Event of Default under and as defined
            in the American Achievement Credit Agreement occurs and is
            continuing;

then Scotiabank may terminate this Agreement and, upon making a demand in
writing upon the Consignee, will become entitled to have the Consignee deliver
to Scotiabank forthwith all Gold held by the Consignee on consignment for
Scotiabank hereunder and shall be entitled to receive payment forthwith from the
Consignee of all amounts due and accruing to Scotiabank hereunder and under the
other Consignment Documents. Delivery of such Gold shall be made by either
physically delivering the Gold to Scotiabank or by paying to Scotiabank the spot
value of the Gold then held by the Consignee, as determined by Scotiabank, as of
the date and time of termination, and by so paying such amount, the Consignee
shall be deemed to have purchased the Gold which it was required to re-deliver
to Scotiabank. If the Consignee fails to immediately deliver to Scotiabank all
such Gold held on consignment hereunder or fails to immediately pay to
Scotiabank all other amounts due to it hereunder, Scotiabank may proceed to take
such steps as it deems fit, including realizing upon any security it holds in
that respect.

18. Agreement Effectiveness. The agreement of Scotiabank to make the initial
consignment of Gold shall be subject to the prior or concurrent satisfaction of
each of the conditions precedent set forth below:

      (a)   the delivery of resolutions of the Board of Directors of the
            Consignee and each Guarantor then in full force and effect
            authorizing the execution, delivery and performance of this
            Agreement and each other document to be executed by it hereunder;

      (b)   the delivery of true and complete copies of the Organic Documents of
            the Consignee and each Guarantor;

                                       12
<PAGE>

      (c)   the delivery of the incumbency and signatures of the officers of the
            Consignee and each Guarantor authorized to act with respect to this
            Agreement and each other document executed by it;

      (d)   the delivery of copies of proper Uniform Commercial Code amendment
            and/or termination statements, if any, necessary to assign or
            terminate all Liens and other rights of any Person in any Collateral
            previously granted by the Consignee to Scotiabank;

      (e)   the delivery of certified copies of Uniform Commercial Code search
            reports, or a similar search report certified by a party acceptable
            to Scotiabank, dated a date reasonably near to the date hereof,
            listing all effective financing statements which name the Consignee
            (under its trade names, present name and any previous names) as the
            debtor and which are filed in the jurisdictions in which filings
            were made pursuant to clause (d) above, together with copies of such
            financing statements (none of which shall cover any Collateral);

      (f)   the delivery of the opinion of Ropes & Gray LLP, counsel for the
            Consignee and the Guarantors, in form and substance acceptable to
            Scotiabank;

      (g)   the delivery of insurance certificates in form and substance
            reasonably acceptable to Scotiabank and showing Goldman Sachs Credit
            Partners L.P. as loss payee and as an additional insured; and

      (h)   the delivery of the Intercreditor Agreement and the satisfaction or
            waiver of the conditions set forth in Section 3.1 of the American
            Achievement Credit Agreement and the concurrent funding of the
            initial loans thereunder.

19. All Deliveries under Consignment. The delivery of any Gold agreed to be
consigned by Scotiabank hereunder is subject to satisfaction of each of the
conditions precedent set forth in this paragraph 19:

      (a)   Compliance with Warranties, No Default, etc. Both before and after
            giving effect to the delivery of Gold requested to be held under
            consignment hereunder, the following statements shall be true and
            correct: (i) the representations and warranties set forth in this
            Agreement and each other Consignment Document shall be true and
            correct in all material respects with the same effect as if then
            made (unless stated to relate solely to an earlier date, in which
            case such representations and warranties shall be true and correct
            as of such earlier date); (ii) except as disclosed by the Consignee
            to Scotiabank on the date hereof, (A) no litigation, arbitration or
            governmental investigation or proceeding shall be pending or, to the
            knowledge of the Consignee, threatened against any Guarantor, the
            Consignee or any of its subsidiaries which could have a Material
            Adverse Effect; and (B) no development shall have occurred in any
            litigation, arbitration or governmental investigation or proceeding
            disclosed by the Consignee to Scotiabank on the date hereof which
            could have a Material Adverse Effect;

                                       13
<PAGE>

      (b)   there shall not be any pending or, to the knowledge of the
            Consignee, threatened, litigation, arbitration or governmental
            investigation or proceeding which purports to affect the legality,
            validity or enforceability of this Agreement or any other
            Consignment Document;

      (c)   there is sufficient availability under paragraph 1 to make the
            requested consignment of Gold;

      (d)   all documents executed or submitted pursuant hereto by or on behalf
            of the Consignee in connection with such consignment (or
            continuation, as the case may be) shall be satisfactory in form and
            substance to Scotiabank and its counsel; Scotiabank and its counsel
            shall have received all information, approvals, opinions, documents
            or instruments as Scotiabank or its counsel may reasonably request;

      (e)   no Event of Default (nor any event which with the passage of time or
            the giving of notice, or both, would become an Event of Default)
            shall have then occurred and be continuing, and none of the
            Guarantors, the Consignee nor any of their respective subsidiaries
            shall be in material violation of any law or governmental regulation
            or court order or decree the violation of which could have a
            Material Adverse Effect; and

      (f)   Scotiabank shall have received a Consignment Request for such
            Consignment.

Each of the delivery of a Consignment Request and the acceptance by the
Consignee of any Gold to be held by it under consignment shall constitute a
representation and warranty by the Consignee to Scotiabank that on the date of
such consignment or extension of term (both immediately before and after giving
effect thereto) the statements made in clauses (a), (b), (c), (d) and (e) of
this paragraph 19 are true and correct.

The Consignee agrees that if prior to the time of the making of a requested
Consignment, any matter certified to herein by it will not be true and correct
at such time as if then made, it will immediately so notify Scotiabank. Except
to the extent, if any, that prior to the time of the making of a requested
consignment Scotiabank shall receive written notice to the contrary from the
Consignee, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of the making of such Consignment as
if then made.

20. Authorized Representatives. The Consignee will, from time to time, notify
Scotiabank in writing of the names of two or more persons who are to be its
authorized representatives for the purposes hereof. Scotiabank will, from time
to time, notify the Consignee in writing of the names of two or more persons who
are to be its authorized officers for the purposes hereof. The Consignee and
Scotiabank shall provide to each other specimen signatures of such persons.

21. Representations of the Consignee. The Consignee hereby represents and
warrants to Scotiabank that: (a) it has full corporate power and authority to
purchase Gold from Scotiabank and to receive and hold Gold for Scotiabank on the
terms and conditions contained herein; (b) it has obtained all necessary
governmental and other approvals, if any, to receive and hold and

                                       14
<PAGE>

purchase Gold; (c) this Agreement has been duly authorized by all necessary
corporate action; (d) the execution, delivery and performance of this Agreement
by the Consignee will not result in the breach of its Organic Documents or a
violation of or default under any contract or agreement to which the Consignee
or its properties is bound; and (e) when executed and delivered by the
Consignee, this Agreement will constitute the legal, valid and binding
obligation of the Consignee, enforceable in accordance with the terms hereof,
except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors' rights and except to the extent that availability of the remedy of
specific performance or injunctive relief and other equitable remedies.

22. Representations of Scotiabank. Scotiabank hereby represents and warrants to
the Consignee that it shall have title free and clear of any encumbrance to all
Gold to be delivered to the Consignee under this Agreement, and that it has full
power and authority to deliver and sell Gold to the Consignee on the terms and
conditions contained herein.

23. Covenants of the Consignee.

      (a)   The Consignee shall maintain at its principal place of business
            records reasonably satisfactory to Scotiabank with respect to the
            Gold delivered by Scotiabank hereunder, and shall permit an
            authorized officer of Scotiabank, or a representative not
            necessarily in Scotiabank's employ, at the Consignee's expense (up
            to $45,000 per year), to examine such records at any reasonable time
            during normal business hours, at reasonable intervals and without
            prior notice.

      (b)   The Consignee shall pay all taxes, customs duties, assessments and
            charges lawfully levied, assessed or imposed in respect of the Gold
            held by the Consignee for Scotiabank hereunder or upon the sale of
            such Gold by Scotiabank to the Consignee, except any tax in respect
            of the income of Scotiabank.

            All payments by the Consignee shall be made without set-off or
            counterclaim and free and clear of any taxes (including any value
            added tax), levies, duties, charges, fees or deductions for
            withholdings whatsoever.

            If, as a result of any requirement, it should be necessary for the
            Consignee to deduct or withhold any amount from any payment
            hereunder, then the Consignee shall make an additional payment so
            that the amount received by Scotiabank after such deduction or
            withholding equals the amount that would have been received by
            Scotiabank if there had been no such deduction or withholding
            requirement.

            Evidence satisfactory to Scotiabank of the payment of any tax, etc.
            referred to in this paragraph will, upon the request of Scotiabank
            made from time to time, be provided by the Consignee to Scotiabank.

      (c)   The Consignee shall duly observe and conform in all material
            respects to all valid requirements of any Governmental Authority
            relative to the holding of Gold by the Consignee for Scotiabank
            hereunder.

                                       15
<PAGE>

      (d)   The Consignee shall at all times cause all Gold held on consignment
            hereunder and not sold to a customer of the Consignee to be located
            only (i) at the Plants or the Approved Inventory Locations, (ii) in
            transit between the Plants or the Approved Inventory Locations,
            (iii) with its salesmen, college book stores or jewelry stores as
            samples, and/or (iv) in transit to Scotiabank; provided, however,
            that no sale to any customer of the Consignee shall be made unless
            the Consignee shall have first either purchased or returned a like
            amount of Gold to Scotiabank pursuant to the terms of this
            Agreement. The Consignee further agrees that except for Gold (under
            and as defined in this Agreement), no other Gold that is not owned
            by the Consignor will be kept in a Plant or an Approved Inventory
            Location. In any event, if any Gold (other than Gold (under and as
            defined in this Agreement), Processed Gold owned by the Consignee
            and Processed Gold to be returned to the owner thereof) shall at any
            time be located at a Plant or an Approved Inventory Location, the
            Consignee agrees that such Gold shall be transferred (by book entry
            or otherwise) as soon as practicable (and in any event no later than
            the next Business Day) to another facility of the Consignee's. The
            Consignee shall also be permitted to accept returns from its
            customers containing Gold for repair, replacement, restyling etc.
            without being in violation of this Agreement.

      (e)   The Consignee shall use the Gold held on consignment pursuant to the
            terms of this Agreement only in connection with the completion of
            customer orders in the ordinary course of business at the Plants or
            the Approved Inventory Locations.

      (f)   The Consignee shall at all times cause, or deliver to Scotiabank all
            information reasonably necessary to permit Scotiabank to file,
            Uniform Commercial Code financing statements naming Commemorative
            Brands, Inc., as the consignor and The Bank of Nova Scotia as the
            assignee of the consignor and as consignees the various operators of
            the Approved Inventory Locations (but limited to Richards and West,
            AuraFin, and Traditional Heritage and those that are refiners) or
            other similar instruments or documents, to be on file pursuant to
            the Uniform Commercial Code of all jurisdictions as may be necessary
            or, in the opinion of Scotiabank, desirable to perfect the interest
            of Scotiabank pursuant to the terms of this Agreement. Scotiabank
            will provide to the Consignee a list of financing statements filed
            pursuant to this clause (f) upon written request by the Consignee,

      (g)   The Consignee shall not permit to be located at any of (i) the OK
            Casting Approved Inventory Location, (ii) the Dunhams Approved
            Inventory Location or (iii) any other Approved Inventory Location
            with respect to which Uniform Commercial Code financing statements
            of the type referred to in clause (f) above have not been filed with
            respect to the Collateral, Gold with a Dollar Value in excess of
            $100,000 at any one Approved Inventory Location or $500,000 at all
            such Approved Inventory Locations.

      Notwithstanding anything to the contrary contained in clause (f) or (g)
above, the Company will not permit Gold with a Dollar Value in excess of
$750,000 (which amount shall be in addition to any amount set forth in clause
(g) above) to be located at the address for Stern

                                       16
<PAGE>

Leach set forth on Exhibit A unless Scotiabank or the Consignee has filed a
Uniform Commercial Code financing statement of the type referred to in clause
(f) above.

24. Notices. Any notice in writing may be given by being delivered by hand or by
being sent by authenticated telex, facsimile transmission [or electronic mail
("delivery" or "read" receipt requested)] in the case of the Consignee to:

         Commemorative Brands, Inc.
         7211 Circle S Road
         Austin, TX 78745

                  Attention: Sherice P. Bench, Chief Financial Officer
                  Facsimile No.: (512) 443-5213
                  [Email: Sherice.bench@cbi-rings.com]

         with a copy to:

         Ropes & Gray LLP
         One International Place
         Boston, Massachusetts 02110

                  Attention: C. Todd Boes
                  Facsimile No.: (617) 951-7050
                  [Email: tboes@ropesgray.com]

         and in the case of Scotiabank to:

         The Bank of Nova Scotia
         Wholesale Banking Operations
         44 King St. West
         Toronto, Ontario, Canada M5H 1H1

                  Attention: Head of Metal Operations, Toronto
                  Facsimile: (416) 866-6843
                  Email:

         with a copy to :

         Mayer, Brown, Rowe & Maw LLP
         190 South LaSalle Street
         Chicago, Illinois 60603

                  Attention: J. Thomas Mullen, Esq.
                  Facsimile No.: (312) 701-7711
                  [Email: tmullen@mayerbrownrowe.com]

or to such other address, telex or facsimile number [or electronic mail address]
as may hereafter be notified in writing by the Consignee or Scotiabank,
respectively and any such notice, if given

                                       17
<PAGE>

by hand, authenticated telex or facsimile transmission [or electronic mail
(return receipt requested)] will be deemed to have been given when delivered or
sent.

      If the Consignee or any of its agents or employees makes an oral request
or gives an oral notice hereunder to Scotiabank, whether to an agent or an
employee of Scotiabank then, until it has received notice in writing by the
Consignee, Scotiabank shall be entitled to rely on its dealings with the
Consignee upon those oral instructions whether by telephone or otherwise. In so
relying, neither Scotiabank nor any agent or employee shall incur any liability
to the Consignee in acting upon such oral instructions, contemplated hereby and
which Scotiabank believes in good faith to have been given by a person
authorized by the Consignee to effect any applicable transaction. In the event
there is a discrepancy between the oral instructions and any written
confirmation in respect thereof, or in the absence of receiving confirmation,
the oral instructions as understood by Scotiabank will be deemed to be the
controlling instructions.

25. Deliveries by Consignee. All deliveries of Gold to be made hereunder by the
Consignee to Scotiabank will be free of all Liens, and made in accordance with
the directions of Scotiabank or, in the absence of such directions, in a
commercially acceptable manner to Scotiabank at the address of Scotiabank
specified in paragraph 24. The Consignee shall bear the cost of such delivery
and shall bear the risk of loss of or damage to such Gold until delivery is made
by it to Scotiabank.

26. Indemnity Provisions. If the introduction of or any change in or in the
interpretation of, or any change in its application to the Consignee of, any law
or any regulation or guideline issued by any central bank or other Governmental
Authority (whether or not having the force of law), including any reserve or
special deposit requirement or any tax (other than tax on Scotiabank's general
income), or any capital requirement, has due to Scotiabank's compliance the
effect, directly or indirectly, of (i) increasing the cost to Scotiabank of
performing its obligations hereunder; (ii) reducing any amount received or
receivable by Scotiabank hereunder or its effective return hereunder or on its
capital; or (iii) causing Scotiabank to make any payment or to forgo any return
based on any amount received or receivable by Scotiabank hereunder, then upon
demand from time to time the Consignee shall pay such amount as shall compensate
Scotiabank for any such cost, reduction, payment or forgone return. The
Consignee shall further indemnify Scotiabank for all costs, losses and expenses
incurred by Scotiabank in connection with (i) the early termination of any
Consignment term, (ii) the failure of the Consignee for any reason to return the
required amount of Gold back to Scotiabank on the dates required pursuant to the
terms of this Agreement, except to the extent the Consignee has purchased such
Gold from Scotiabank in accordance with the terms hereof or (iii) the return of
any Gold to Scotiabank on other than the last day of the Consignment term
applicable to such Gold; and agrees that Scotiabank shall have no liability to
the Consignee for any reason in respect of this facility other than on account
of Scotiabank's gross negligence or willful misconduct. Any certificate of
Scotiabank in respect of the foregoing will be conclusive and binding upon the
Consignee, except for manifest error, provided that Scotiabank shall determine
the amounts owing to it in good faith using any reasonable averaging and
attribution methods.

27. Assignment. The Consignee may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Scotiabank.
Scotiabank may at any time assign or transfer all or any of its rights and/or
obligations hereunder, provided such assignment or transfer

                                       18
<PAGE>

is to its successors in title or to a wholly-owned subsidiary or a branch or
office of Scotiabank and each such assignee is entitled to rely on the
provisions contained in paragraph 25.

28. LAWS. THIS AGREEMENT WILL BE INTERPRETED AND GOVERNED IN ALL RESPECT BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

29. Amendments. This Agreement constitutes the entire Agreement between the
Consignee and Scotiabank in respect of the subject matter hereof and may only be
amended by a document signed by the Consignee and Scotiabank.

30. Judgment Currency. If any payment of a currency required hereunder is
required to be made in a currency of payment which is different from the
currency of exchange in the jurisdiction in which it is to be received, the
obligation of the payor to make payments in the currency of payment will not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed or converted into the applicable currency of exchange of the
jurisdiction of the payment except to the extent such tender or recovery shall
result in the effective receipt (upon legal conversion from the applicable
currency of exchange to the required currency of payment at the spot buying rate
of Scotiabank of the currency of payment in the applicable currency of exchange
quoted by Scotiabank at the time of conversion and receipt of the funds) by the
payee of the full amount of such currency of payment as at the date when such
payment was due with interest to the date of such payment or, if greater, on the
date when payment is made. The obligation of the payor shall be enforceable as
an additional or alternative cause of action for the purpose of recovery in the
currency of exchange of the jurisdiction of the payment of the amount (if any)
by which such effective receipt shall fall short of the full amount of such
currency of payment and such right shall not be affected or merged into any
judgment obtained in the applicable currency of exchange.

31. Force Majeure. If Scotiabank is prevented from or hindered in making
delivery of Gold or the making of delivery is delayed by reason of force majeure
(which shall be deemed for this purpose to include war, civil commotion, act of
terrorism, hijacking, strike, walkout, industrial dispute, fire, explosion,
storm, tempest, flood, act or omission of any Governmental Authority or of a
person or body for the time being exercising the power and authority of such
body (whether in Canada, New York, Texas or elsewhere) or any further cause not
within the direct control of Scotiabank) Scotiabank shall be under no liability
whatsoever in respect thereof and the time for delivery by Scotiabank shall be
extended for a period equal to that during which delivery is so prevented,
hindered or delayed; however, notwithstanding the foregoing, Scotiabank may, if
it so chooses, by notice in writing given to the Consignee, advise that it will
not make the delivery affected by the force majeure.

      Scotiabank shall not be liable for any loss arising on or in connection
with any lack of delivery of Gold to the Consignee hereunder as a result of
moratorium, currency restrictions or changes thereof and the Consignee shall
indemnify Scotiabank against any loss suffered as a result thereof.

32. Determination. Scotiabank shall have the right to determine at any time, and
in its discretion (exercised in good faith as defined in Section 1-201 of the
UCC), as to whether any event,

                                       19
<PAGE>

circumstance, or thing envisaged in this Agreement is or would be "material" or
"adverse", as such terms are used herein.

33. Expenses. The Consignee agrees to pay on demand all out-of-pocket expenses
of Scotiabank (including reasonable attorneys' fees), in connection with (i) the
negotiation, preparation, execution and delivery of this Agreement and the other
Consignment Documents, including any amendments, waivers, consents, supplements
or other modifications to this Agreement and the other Consignment Documents as
may from time to time hereafter be required, whether or not the transactions
contemplated hereby are consummated, (ii) the preparation and review of the form
of any document or instrument relevant to this Agreement and the other
Consignment Documents, (iii) the filing, recording, refiling or rerecording of
any Uniform Commercial Code financing statements relating thereto and all
amendments, supplements and modifications to any thereof and any and all other
documents or instruments of further assurance required to be filed or recorded
or refiled or rerecorded by the terms hereof, (iv) the exercise by Scotiabank of
its examination rights as set forth in and subject to paragraph 23(a) and (v)
the administration and monitoring of this Agreement and the other Consignment
Documents, and compliance of the parties hereto with respect to the terms
hereof.

34. Survival. The obligations of the Consignee under paragraphs 25, 26, 29 and
33 shall survive any termination of this Agreement, the payment in full of all
Obligations and the return to the Scotiabank of all Gold. The representations
and warranties made by the Consignee in this Agreement and in each other
Consignment Document shall survive the execution and delivery of this Agreement
and each such other Consignment Document.

35. Severability. Any provision of this Agreement or any other Consignment
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such other Consignment Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

36. Execution in Counterparts, Effectiveness, etc. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. This Agreement shall become effective when counterparts
hereof executed on behalf of the Consignee and Scotiabank (or notice thereof
satisfactory to Scotiabank) shall have been received by Scotiabank and notice
thereof shall have been given by Scotiabank to the Consignee.

37. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
CONSIGNMENT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF SCOTIABANK OR THE CONSIGNEE SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE CITY AND STATE OF NEW
YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT SCOTIABANK'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR

                                       20
<PAGE>

OTHER PROPERTY MAY BE FOUND. THE CONSIGNEE HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS, FOR ITSELF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS PROPERTY,
TO THE JURISDICTION OF THE COURTS OF THE CITY AND STATE OF NEW YORK AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE
CONSIGNEE FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. THE CONSIGNEE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT THE CONSIGNEE HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
CONSIGNEE HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER CONSIGNMENT DOCUMENTS.

38. Waiver of Jury Trial. SCOTIABANK AND THE CONSIGNEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON OR BASED, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER CONSIGNMENT DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF SCOTIABANK OR THE CONSIGNEE. THE CONSIGNEE ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
EACH OTHER PROVISION OF EACH OTHER CONSIGNMENT DOCUMENT TO WHICH IT IS A PARTY)
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SCOTIABANK ENTERING INTO
THIS AGREEMENT AND EACH SUCH OTHER CONSIGNMENT DOCUMENT.

                                       21
<PAGE>

      If the foregoing terms and conditions are satisfactory, please so indicate
by executing on the enclosed copy of this Agreement the form of acceptance and
returning it to us on or before March 25, 2004, failing which this offer will
expire.

                                Yours truly,

                                THE BANK OF NOVA SCOTIA

                                By: _______________________
                                Its: Authorized Officer

                                By: _______________________
                                Its: Authorized Officer

ACCEPTED:

Dated: March 25, 2004

COMMEMORATIVE BRANDS, INC.

By: ____________________________
    Name:
    Title:

                                                           Consignment Agreement
<PAGE>

                                    EXHIBIT A

                     Plants and Approved Inventory Locations

                                     Plants

Owned Property:

1.    7211 Circle S Road, Austin, TX 78745

Leased Property:

2.    7101 Intermodal Drive, Louisville, KY

3.    6406 Burleson Road, Suite 120, Austin, TX

4.    4605 Osborne, El Paso, TX

                          Approved Inventory Locations

5.    Richards and West, Inc.,1255 University Avenue, Rochester, NY 14607-1643;
      Contract Manufacturer

6.    Stern Leach, Inc., 49 Pearl Street, Attleboro, MA 02703; Refiner

7.    Pease and Curren, Inc., 75 Pennsylvania Avenue, Worwick, RI 02888; Refiner

8.    Heraeus, PMM, Inc. 65 Euclid Avenue, Newark, NJ 07105; Refiner

9.    Metalor USA Refining Corporation, 225 John Dietsch Boulevard, North
      Attleboro, MA 02761-0255; Refiner

10.   OK Casting, 3520 Charleston Road, Norman, OK 73069; Contract Manufacturer

11.   Aurafin Corporation, 770 International Parkway, Sunrise, FL 33325;
      Contract Manufacturer

12.   Dunhams Jewelry Mfg., 7365 Remeon, Suite 8204, El Paso, TX 79912; Contract
      Manufacturer

13.   MeTech International, Inc., 120 Mapleville Main Street, Mapleville, RI
      02839; Refiner

14.   AMC Company, 2412 Greenlawn Parkway, Austin, TX 78757; Refiner

15.   Angelo, Inc., 8255 Firestone Blvd., Suite 500, Downey, CA 90241; Contract
      Manufacturer

<PAGE>

16.   Empressa Plat-Mex, S.A., Rosas Morena #68, Col. San Rafael, C.P. 06470,
      Mexico D.F. Mexico; Contract Manufacturer

17.   Carriage Casting, 5935 Cromo Dr., El Paso, TX 79903; Contract Manufacturer

18.   Henry Marnolejo Jewelry Shop, 4667 Montana Ave., El Paso, TX 79903;
      Contract Manufacturer

19.   CBC Jewelry Shop, 5024 Donipahn Drive, Suite 4, El Paso, TX 79932;
      Contract Manufacturer

20.   American Bullion Inc., 125 Selandia Lane, Carson, CA 90746; Fabricator

21.   Technic Inc., 1 Spectacle Street, Cranston, RI 02940; Fabricator

<PAGE>

                                    EXHIBIT B
                           Form of Consignment Request

 The Bank of Nova Scotia,
 as Consignor
 One Liberty Plaza
 New York, New York  10006
 Attention: Director of Operations

      Re: Commemorative Brands, Inc.

Gentlemen and Ladies:

      This Consignment Request is delivered to you pursuant to paragraph 19(f)
of the First Amended and Restated Letter Agreement for Fee Consignment and
Purchase of Gold dated as of March 25, 2004 (as amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), between
Commemorative Brands, Inc., a Delaware corporation (the "Consignee") and The
Bank of Nova Scotia ("Scotiabank"). Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in (or
by reference in) the Agreement.

      The Consignee hereby requests that Scotiabank make a consignment of
_________ troy ounces of Gold to the Consignee on __________ __, 200_ for a
Consignment term of ______ month(s) to be delivered to the [Plant][Approved
Inventory Location] located at ________________________________________________.
The proposed Value Date is __________, 200__.

      The Consignee hereby certifies and warrants that both before and after
giving effect to the consignments requested hereby, all statements set forth in
clauses (a), (b), (c), (d) and (e) of paragraph 19 of the Agreement are true and
correct in all material respects, and all conditions to consignment in clauses
(a), (b), (c), (d) and (e) of such paragraph have been satisfied.

      The Consignee agrees that if prior to the time of the making of the
consignment requested hereby any matter certified to herein by it will not be
true and correct at such time as if then made, it will immediately so notify
Scotiabank. Except to the extent, if any, that prior to the time of the making
of the consignment requested hereby Scotiabank shall receive written notice to
the contrary from the Consignee, each matter certified to herein shall be deemed
once again to be certified as true and correct at the date of the making of such
consignment as if then made.

<PAGE>

      The Consignee has caused this Consignment Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
its duly Authorized Officer this _____ day of __________, 200___

                                        COMMEMORATIVE BRANDS, INC.

                                        By ______________________________
                                        Title: __________________________

<PAGE>

                                    EXHIBIT C
                                    GUARANTY

      THIS GUARANTY dated as of March 25, 2004 is executed in favor of The Bank
of Nova Scotia ("Scotiabank").

                              W I T N E S S E T H:

      WHEREAS, Commemorative Brands, Inc. (the "Company") has entered into the
First Amended and Restated Letter Agreement for Fee Consignment and Purchase of
Gold dated as of even date herewith (as amended or otherwise modified from time
to time, the "Consignment Agreement"; capitalized terms used herein but not
otherwise defined have the respective meanings set forth in the Consignment
Agreement) with Scotiabank pursuant to which Scotiabank has agreed on an
uncommitted basis to deliver Gold to the Company on consignment subject to the
terms and conditions set forth therein.

      WHEREAS, the operations of the undersigned are integrated with those of
the Company to such an extent that the financial strength and flexibility of the
Company have a direct impact on the undersigned; and

      WHEREAS, each of the undersigned will benefit from the consignment of Gold
to the Company pursuant to the Consignment Agreement and is willing to guaranty
the Liabilities (as defined below) as hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the undersigned hereby
unconditionally, as primary obligor and not merely as surety, jointly and
severally guarantees the full and prompt payment when due, whether by
acceleration or otherwise, and at all times thereafter, of all obligations
(monetary or otherwise) of the Company to Scotiabank, howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, which arise out of or in connection
with the Consignment Agreement, any other Consignment Document or any document
or instrument executed in connection therewith, in each case as the same may be
amended, modified, extended or renewed from time to time, and all costs and
expenses paid or incurred by Scotiabank in enforcing this Guaranty against the
undersigned (all such obligations, costs and expenses being herein collectively
called the "Liabilities"); provided that the liability of any of the undersigned
hereunder shall be limited to the maximum amount of the Liabilities which such
undersigned may guaranty without violating any fraudulent conveyance or
fraudulent transfer law.

      Each of the undersigned agrees that, in the event of the dissolution or
insolvency of the Company or such undersigned, or the inability or failure of
the Company or such undersigned to pay debts as they become due, or an
assignment by the Company or such undersigned for the benefit of creditors, or
the occurrence of any other Event of Default (as defined in the Consignment
Agreement) under paragraph 17(d) or 17(e) of the Consignment Agreement, and if
such event shall occur at a time when any of the Liabilities may not then be due
and payable,

<PAGE>

such undersigned will pay to Scotiabank forthwith the full amount which would be
payable hereunder by such undersigned if all Liabilities were then due and
payable.

      This Guaranty shall in all respects be a continuing, absolute and
unconditional guaranty, and shall remain in full force and effect
(notwithstanding, without limitation, the dissolution of any of the undersigned
or that at any time or from time to time no Liabilities are outstanding) until
the Consignment Agreement has terminated and all Liabilities have been paid in
full.

      The undersigned further agrees that if at any time all or any part of any
payment theretofore applied by Scotiabank to any of the Liabilities is or must
be rescinded or returned by Scotiabank for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of the Company
or any of the undersigned), such Liabilities shall, for the purposes of this
Guaranty, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence, notwithstanding such application by
Scotiabank, and this Guaranty shall continue to be effective or be reinstated,
as the case may be, as to such Liabilities, all as though such application by
Scotiabank had not been made.

      Scotiabank may, from time to time, at its sole discretion and without
notice to the undersigned (or any of them), take any or all of the following
actions: (a) retain or obtain the primary or secondary obligation of any obligor
or obligors, in addition to the undersigned, with respect to any of the
Liabilities, (b) extend or renew any of the Liabilities for one or more periods
(whether or not longer than the original period), alter or exchange any of the
Liabilities, or release or compromise any obligation of any of the undersigned
hereunder or any obligation of any nature of any other obligor with respect to
any of the Liabilities, (c) release its security interest in, or surrender,
release or permit any substitution or exchange for, all or any part of any
property securing any of the Liabilities or any obligation hereunder, or extend
or renew for one or more periods (whether or not longer than the original
period) or release, compromise, alter or exchange any obligations of any nature
of any obligor with respect to any such property, and (d) resort to the
undersigned for payment of any of the Liabilities when due, whether or not
Scotiabank shall have resorted to any property securing any of the Liabilities
or any obligation hereunder or shall have proceeded against any other obligor
primarily or secondarily obligated with respect to any of the Liabilities.

      Notwithstanding any payment made by or for the account of any of the
undersigned pursuant to this Guaranty, the undersigned shall not be subrogated
to any rights of Scotiabank until such time as this Guaranty shall have been
discontinued and Scotiabank shall have received payment of the full amount of
all liabilities of the undersigned hereunder.

      Each of the undersigned hereby expressly waives, to the maximum extent
permitted by applicable law: (a) notice of the acceptance by Scotiabank of this
Guaranty, (b) notice of the existence or creation or non-payment of all or any
of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and
all other notices whatsoever, and (d) all diligence in collection or protection
of or realization upon any Liabilities or any security for or guaranty of any
Liabilities.

      The creation or existence from time to time of additional Liabilities to
Scotiabank is hereby authorized, without notice to the undersigned (or any of
them), and shall in no way affect

<PAGE>

or impair the rights of Scotiabank or the obligations of any of the undersigned
under this Guaranty.

      No delay on the part of Scotiabank in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by
Scotiabank of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy; nor shall any modification
or waiver of any provision of this Guaranty be binding upon Scotiabank except as
expressly set forth in a writing duly signed and delivered on behalf of
Scotiabank. No action of Scotiabank permitted hereunder shall in any way affect
or impair the rights of Scotiabank or the obligations of the undersigned under
this Guaranty. For purposes of this Guaranty, Liabilities shall include all
obligations of the Company to Scotiabank arising under or in connection with the
Consignment Agreement or any other Consignment Document, notwithstanding any
right or power of the Company or anyone else to assert any claim or defense as
to the invalidity or unenforceability of any obligation, and no such claim or
defense shall affect or impair the obligations of any of the undersigned
hereunder.

      This Guaranty shall be binding upon the undersigned and the respective
successors and assigns of the undersigned; and to the extent that the Company or
any of the undersigned is either a partnership or a corporation, all references
herein to the Company and to such undersigned, respectively, shall be deemed to
include any successor or successors, whether immediate or remote, to such
partnership or corporation.

      This Guaranty shall be construed in accordance with and governed by the
internal laws of the State of New York. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

      This Guaranty may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original but all such counterparts shall
together constitute one and the same Guaranty.

      ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS GUARANTY OR ANY OTHER CONSIGNMENT DOCUMENT SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT SCOTIABANK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE
UNDERSIGNED FURTHER

<PAGE>

IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, TO ITS ADDRESS SET FORTH ON SCHEDULE I (OR SUCH OTHER ADDRESS AS IT
SHALL HAVE SPECIFIED IN WRITING TO SCOTIABANK AS ITS ADDRESS FOR NOTICES
HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH
OF THE UNDERSIGNED HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT ANY OF THE UNDERSIGNED HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH UNDERSIGNED
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY AND THE OTHER CONSIGNMENT DOCUMENTS.

      EACH OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF)
SCOTIABANK, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, ANY OTHER
CONSIGNMENT DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

<PAGE>

      IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered as
of the day and year first above written.

                                        AMERICAN ACHIEVEMENT CORPORATION

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        AAC HOLDING CORP.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        AAC ACQUISITION CORP.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        EDUCATIONAL COMMUNICATIONS, INC.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        TAYLOR SENIOR HOLDING CORP.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                                                        Guaranty
<PAGE>

                                        TP HOLDING CORP.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        TAYLOR PUBLISHING COMPANY

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        TAYLOR PUBLISHING MANUFACTURING, L.P.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        TAYLOR MANUFACTURING HOLDINGS, LLC

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                        CBI NORTH AMERICA, INC.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                                                        Guaranty
<PAGE>

                                   SCHEDULE I
                           ADDRESSES OF THE GUARANTORS

<PAGE>

                                    EXHIBIT D
                       Form of Borrowing Base Certificate

The Bank of Nova Scotia
One Liberty Plaza
New York, New York 10006

      Re: First Amended and Restated Letter Agreement for Fee Consignment and
          Purchase of Gold dated as of March 25, 2004 (as amended or otherwise
          modified from time to time, the "Gold Consignment Agreement")
          between Commemorative Brands, Inc. and The Bank of Nova Scotia

Ladies/Gentlemen:

      Terms to which meanings are ascribed in the Gold Consignment Agreement are
used in this Borrowing Base Certificate with such meanings.

      The Company hereby certifies that the Dollar Value of Gold held on
consignment under the Gold Consignment Agreement on _______________ did not
exceed the Borrowing Base. The related computations are set forth in Schedule 1
hereto.

      IN WITNESS WHEREOF, the Company has caused this Borrowing Base Certificate
to be executed and delivered by its chief financial officer on the ____ day of
_______________, _______.

                                        COMMEMORATIVE BRANDS, INC.

                                        By:____________________________________
                                        Name: _________________________________
                                        Title:_________________________________

                                      -i-
<PAGE>

                                   SCHEDULE I
                                       TO
                           BORROWING BASE CERTIFICATE

<TABLE>
<S>                                                                                <C>             <C>
10. GOLD AT THE COMPANY'S PLANTS

1A. Dollar Value of Gold located at the Company's Plants                           $_______

1B. Percentage of the Dollar Value of Gold located at the Company's Plants
    included in Borrowing Base                                                     90%

1C. Margined Dollar Value of Gold located at the Company's Plants
    (item 1A times item 1B)                                                                        $_______

11. GOLD AT APPROVED INVENTORY LOCATIONS

2A. Dollar Value of Gold located at Approved Inventory Locations                   $_______

2B. Percentage of the Dollar Value of Gold located at Approved Inventory
    Locations included in Borrowing Base                                           70%

2C. Margined Dollar Value of Gold located at Approved Inventory Locations
    (item 2A times item 2B)                                                                        $_______

12. GOLD WITH COMPANY'S SALESPERSONS

3A. Dollar Value of Gold located with the Company's salespersons, bookstores
    and jewelry stores as samples                                                  $_______

3B. Percentage of the Dollar Value of Gold located with the Company's
    salespersons, bookstores and jewelry stores as samples included in
    Borrowing Base                                                                 40%

3C. Margined Dollar Value of Gold located with the Company's salespersons,
    bookstores and jewelry stores as samples (the lesser of: (i) item 3A
    times item 3B or (ii) $1,000,000)                                                              $_______

13. GOLD AT APPROVED REFINERS

4A. Dollar Value of Gold located at approved refiners                              $_______

4B. Percentage of the Dollar Value of Gold located at approved refiners
    included in Borrowing Base                                                     70%

4C. Margined Dollar Value of Gold located at approved refiners (item 4A times
    item 4B)                                                                                       $_______

14.      GOLD IN STERN LEACH POOLED ACCOUNT
</TABLE>

                                      -ii-
<PAGE>




<TABLE>
<S>                                                                                <C>             <C>
5A.      Dollar Value of Gold located in pooled account with Stern Leach(1)        $_______

5B.      Percentage of the Dollar Value of Gold located in pooled account with
         Stern Leach included in Borrowing Base                                    90%

5C.      Margined Dollar Value of Gold located in pooled account with Stern Leach
         (item 5A times item 5C)                                                                   $_______

15.      BORROWING BASE
         (item 1C + item 2C + item 3C + item 4C + item 5C)                                         $_______

16.      DOLLAR VALUE OF GOLD ON CONSIGNMENT                                                       $_______

17.      ACCOUNTS SUBJECT TO SECURITY INTEREST

8A.      Aggregate amount owing by the Company to Scotiabank for Gold purchased
         from Scotiabank                                                           $_______        $_______

8B.      Accounts receivable of Account Debtors to the Company with respect to
         Gold purchased from Scotiabank                                            $_______

8C.      Accounts receivable subject to lien of Scotiabank (lesser of item 8A and
         item 8B)                                                                                  $_______
</TABLE>

--------
(1) Not to exceed $750,000 at any time

                                     -iii-