FIRST AMENDMENT TO SYNDICATED LOAN AGREEMENT


           This  First  Amendment  to  Syndicated  Loan  Agreement   ("First
     Amendment")  is made this  twenty-first  day of  November,  1997 by and
     among Piercing Pagoda, Inc. ("Borrower"), a Delaware corporation having
     its chief executive office at 3910 Adler Place, Bethlehem, Pennsylvania
     18016, the financial  institutions now or hereafter  parties hereto and
     their   respective   successors   and  assigns  (each  a  "Lender"  and
     collectively, the "Lenders"), Summit Bank ("Summit"), a New Jersey bank
     having offices at One Bethlehem Plaza,  Bethlehem,  Pennsylvania 18018,
     and  CoreStates  Bank,  N.A.  ("CoreStates"),  a national  bank  having
     offices  at 600 Penn  Street,  FC6-94-3-140,  P.O.  Box 1102,  Reading,
     Pennsylvania  19603. Summit and CoreStates are co-agent for Lenders (in
     such capacity,  each an "Agent" and  collectively,  the "Agents"),  and
     CoreStates as administrative agent and issuing bank for the Lenders (in
     such capacity, the "Administrative Agent").

                                  BACKGROUND

           A. Pursuant to the terms and subject to the  conditions set forth
     in that certain  Syndicated  Loan Agreement dated March 27, 1997 by and
     among Borrower,  Lenders,  Agents and  Administrative  Agent (the "Loan
     Agreement"), Borrower is currently indebted to Lenders for repayment of
     various loans,  advances and extensions of credit made by Lenders to or
     for the benefit of Borrower  under a revolving  credit  facility in the
     principal sum of up to Seventy-Five  Million  ($75,000,000.00)  Dollars
     (the  "Revolving  Loan"),  which  indebtedness  is  evidenced  by those
     certain  Revolving  Loan  Notes  dated  the date of the Loan  Agreement
     executed  and  delivered  by  Borrower to each Lender (in the amount of
     each such Lender's Commitment).

           B.  Borrower  has  requested   that  each  Lender   increase  its
     Commitment  under the  Revolving  Loan,  and the Cash Advance  Sublimit
     under the  Revolving  Loan,  and the Lenders are willing to do so under
     the  terms  and  subject  to the  conditions  set  forth in this  First
     Amendment and the instruments,  agreements and documents to be executed
     and/or delivered pursuant to this First Amendment.

           NOW, THEREFORE, with the foregoing Background deemed incorporated
     hereinafter  by this  reference  and  hereby  made a part  hereof,  the
     parties  hereto,  intending to be legally  bound,  hereby  covenant and
     agree as follows:

     SECTION 1.   DEFINITIONS.

           1.01  Capitalized  Terms.  All  capitalized  terms not  otherwise
     defined in this First  Amendment  shall have the  meanings  ascribed to
     such terms in the Loan Agreement.

     SECTION 2.   CONFIRMATION OF EXISTING INDEBTEDNESS AND
                  RATIFICATION OF LOAN DOCUMENTS.

           2.01  Confirmation  of  Existing  Indebtedness.  Borrower  hereby
     unconditionally   acknowledges   and  confirms   that:   the  aggregate
     outstanding  principal  balance of Borrower to Lenders evidenced by the
     Revolving  Loan  Notes is, as of the date  hereof,  Thirty-Two  Million
     Dollars ($32,000,000)  Dollars; the aggregate face amount of Letters of
     Credit issued by CoreStates  Bank for the account of Borrower under the
     Revolving  Loan is,  as of the date  hereof,  Thiry-Five  Million  Five
     Hundred  Ninety-Five  Thousand  Two  Hundred  Seventy-Seven  and 87/100
     ($35,595,277.87)  Dollars;  interest on the  Obligations  has been paid
     through October 31, 1997; and the foregoing indebtedness, together with
     continually  accruing interest and related costs, fees and expenses is,
     as of the date hereof,  owing  without  claim,  counterclaim,  right of
     recoupment, defense or set-off of any kind or of any nature whatsoever.


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           2.02   Ratification of Loan Documents.

                 (A) Borrower hereby  unconditionally  ratifies and confirms
     and reaffirms in all respects and without condition,  all of the terms,
     covenants and  conditions set forth in the Loan  Documents,  and agrees
     that it remains  unconditionally  liable to Bank in accordance with the
     respective  terms,   covenants  and  conditions  of  such  instruments,
     agreements and documents.

                 (B) Without  limiting  the  generality  of the  immediately
     preceding   Subparagraph  2.02(A),   Borrower  hereby   unconditionally
     ratifies  and  confirms  and  reaffirms  in all  respects  and  without
     condition,  the provisions of the Loan Documents  permitting Lenders to
     Confess Judgment against Borrower.

     SECTION 3.   AMENDMENTS TO FINANCING AGREEMENTS.

           3.01   The Revolving Loan.

                 (A) Paragraph  1.15 of the Loan Agreement is hereby amended
     to  increase  the  Cash  Advance   Sublimit  from  Forty-Five   Million
     ($45,000,000.00) Dollars to Fifty Million ($50,000,000.00) Dollars;

                 (B) Paragraph  1.17 of the Loan Agreement is hereby amended
     to provide  that the  aggregate  "Commitment"  of the Lenders is hereby
     increased by the sum of Five Million ($5,000,000.00) Dollars to the sum
     of Eighty Million  ($80,000,000.00)  Dollars,  each Lender  agreeing to
     participate in such increase in accordance with its Pro Rata Share;

                 (C) Paragraph  1.45 of the Loan Agreement is hereby amended
     to increase the Line Limit by the sum of Five  Million  ($5,000,000.00)
     Dollars to the sum of Eighty Million ($80,000,000.00) Dollars; and

                  (D) Paragraph 1.52 of the Loan Agreement is hereby amended
     to redefine the term "Notes" to mean,  collectively,  the  "Replacement
     Revolving Loan Notes" (as hereinafter defined).

           3.01 The  Replacement  Revolving  Loan  Notes.  Contemporaneously
     herewith,  to evidence each  Lender's  increase in its  Commitment  (in
     accordance with its Pro Rata Share), Borrower shall execute and deliver
     to each Lender its  Replacement  Revolving Loan Note in an amount equal
     to each Lender's  Commitment (as hereby  increased).  Each  Replacement
     Revolving Loan Note shall replace and supersede (but not extinguish any
     unpaid Obligations evidenced by) the Revolving Loan Note dated the date
     of the Loan  Agreement  executed  and  delivered  by  Borrower  to each
     Lender.

     SECTION 4.   WARRANTIES AND REPRESENTATIONS.

           4.01  Reaffirmation  of  Warranties  and   Representations.   All
     warranties and  representations set forth in the Loan Agreement and the
     other Loan Documents are hereby  reasserted and restated by Borrower as
     of the date hereof as if set forth at length  herein.  Borrower  hereby
     acknowledges  that  such  warranties  and   representations,   and  the
     warranties and  representations set forth below, are being specifically
     relied upon by Bank as a material inducement to Bank to enter into this
     First  Amendment  and  increase  the Line  Limit  and the Cash  Advance
     Sublimit under the Revolving Loan.

           4.02 Additional Warranties and Representations. To induce Bank to
     enter into this First  Amendment,  Borrower  represents and warrants to
     Bank that:


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                 (A) Borrower has the power, authority and capacity to enter
     into and perform  this First  Amendment  and all  related  instruments,
     agreements  and  documents,  and to incur the  Obligations  herein  and
     therein  provided  for, and Borrower has taken all proper and necessary
     corporate  action to authorize the execution,  delivery and performance
     of  this  First  Amendment  and  related  instruments,  agreements  and
     documents;

                 (B) This First Amendment is valid,  binding and enforceable
     against Borrower in accordance with its terms; and

                 (C) No consent,  approval or  authorization  of, or filing,
     registration  or  qualification  with,  any  Person is  required  to be
     obtained by Borrower in  connection  with the execution and delivery of
     this First Amendment or any related instrument,  agreement or document,
     or  undertaking   or   performance  of  any  Obligation   hereunder  or
     thereunder.

     SECTION 5.   CONDITIONS PRECEDENT.

           This  First  Amendment  is subject  to the  following  conditions
     precedent (all instruments,  agreements and documents to be in form and
     substance satisfactory to Bank and its counsel):

           5.01  Documents  Required for Closing.  Borrower  shall have duly
     executed  and/or  delivered  (or  caused  to be  duly  executed  and/or
     delivered) to Bank the following:

                 (A) This First  Amendment,  the Replacement  Revolving Loan
     Notes,   explanations  and  waivers  of  rights  with  respect  to  the
     Replacement  Revolving Loan Notes and each other instrument,  agreement
     and  document to be executed  and/or  delivered  pursuant to this First
     Amendment and/or the instruments,  agreements and documents referred to
     in this First Amendment;

                 (B) A  certified  (as of the date of this First  Amendment)
     copy of resolutions of Borrower's  Board of Directors  authorizing  the
     execution,  delivery and  performance of this First  Amendment and each
     other document to be executed and/or delivered  pursuant hereto and any
     other instrument, agreement or document referred to herein;

                 (C) A certificate  (dated the date of this First Amendment)
     of Borrower's  corporate  secretary as to the  incumbency  and specimen
     signatures of the officers of Borrower  executing this First  Amendment
     and each  other  document  to be  executed  and/or  delivered  pursuant
     hereto;

                 (D) EARS,  Inc., a Delaware  corporation,  a guarantor  and
     surety for the Obligations,  shall unconditionally  reaffirm in writing
     its suretyship for the Obligations and consent to this First Amendment;
     and

                 (E) Such other instruments, agreements and documents as may
     be required by Bank and/or its counsel.

     SECTION 6.   MISCELLANEOUS.

           6.01  Integrated  Agreement.  This First Amendment and all of the
     instruments,  agreements  and documents  executed  and/or  delivered in
     conjunction  with this First Amendment shall be effective upon the date
     of execution hereof and thereof by all parties hereto and thereto,  and
     shall be deemed incorporated into and made a part of the Loan Agreement
     and the other Loan  Documents.  All such  instruments,  agreements  and
     documents,  and this First Amendment,  shall be construed as integrated
     and  complementary of each other, and as augmenting and not restricting
     Bank's rights, remedies,  benefits and security. If, after applying the
     foregoing,  an inconsistency still exists, the provisions of this First
     Amendment  shall  constitute an amendment  thereto and shall govern and
     control.

           6.02  Expenses  of  Bank.  Borrower  will  pay,  on  demand,  all
     reasonable  out-of-pocket  expenses,  including the reasonable fees and
     expenses of legal counsel for Bank,  incurred in  connection  with this
     First Amendment and all instruments,  agreements and documents executed
     and/or  delivered in connection with this First  Amendment.  Subject to
     Paragraph  2.07 of the Loan  Agreement,  Bank may  charge  any  deposit
     account  of  Borrower  maintained  at Bank  for all or any  part of any
     amount due hereunder.


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           6.03 Counterpart Execution.  This First Amendment may be executed
     in any number of  counterparts,  each of which shall be deemed to be an
     original,  but all of which together  shall  constitute but one and the
     same instrument.

           IN WITNESS  WHEREOF,  the  parties  hereto have caused this First
     Amendment  to  Syndicated  Loan  Agreement  to  be  duly  executed  and
     exchanged as of the day and year first above written.

     ATTEST:                        PIERCING PAGODA, INC.


     By: /s/ Brandon R. Lehman____        By: /s/ John F. Eureyecko
           Name: Brandon R. Lehman              Name: John F. Eureyecko
           Title: Treasurer                                 Title:
     President

              [Corporate Seal]

Commitment: $26,665,000.00                SUMMIT BANK, for itself and
     as Agent  for the Lenders


     By: /s/ Ammon J. Baus
                        Name: Ammon J. Baus
                                                Title: Vice President

Commitment: $37,335,000.00                CORESTATES BANK, N.A., for
     itself and as Agent and Administrative Agent for the Lenders


                                          By: /s/ Lynn B. Eagleson
                        Name: Lynn B. Eagleson
                                                Title: Vice President

Commitment: $16,000,000.00                FIRST UNION NATIONAL BANK

                                          By: /s/ Lewis C. Cyr
                        Name: Lewis C. Cyr
                                                Title: Assistant Vice
                                    President