FOURTH AMENDMENT TO AMENDED AND
                       RESTATED CONSIGNMENT AGREEMENT
                          DATED AS OF JULY 26, 1994


      THIS FOURTH  AMENDMENT is made as of the fifteenth  day of May,  1998,
between  RHODE ISLAND  HOSPITAL  TRUST  NATIONAL  BANK,  a national  banking
association   with  its  principal  office  at  One  Hospital  Trust  Plaza,
Providence,  Rhode  Island 02903  ("Bank"),  and  PIERCING  PAGODA,  INC., a
Delaware  corporation with its address at 3910 Adler Place,  P.O. Box 25007,
Lehigh Valley, Pennsylvania 18002-5007 ("Buyer").

                         W I T N E S S E T H T H A T:

      WHEREAS,  Bank and Buyer are parties to a certain Amended and Restated
Consignment  Agreement  dated as of July 26,  1994,  as amended by a certain
First  Amendment  dated as of December 22, 1994, a certain Second  Amendment
dated as of September 11, 1995,  and a certain Third  Amendment  dated as of
December 24, 1996 (as amend and as otherwise  amended or modified  from time
to time, the "Consignment  Agreement"),  relating to the consignment by Bank
to Buyer of Precious Metal (as defined therein); and

      WHEREAS, Bank and Buyer desire to further amend and modify the
Consignment Agreement in certain respects;

      NOW,  THEREFORE,  in  consideration of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

      1.  The  definition  of  "Consignment  Limit"  in  Section  1  of  the
Consignment Agreement is hereby amended to read in its entirety as follows:

            "`Consignment  Limit' shall mean Consigned Precious Metal with a
            Fair  Market  Value  (or  unpaid  Purchase  Price in the case of
            Consigned  Precious  Metal for which the Purchase Price has been
            agreed  but  payment  has not been  received  by Bank)  equal to
            Thirty Million Dollars ($30,000,000)."

      2. Section 6 of the  Consignment  Agreement is hereinafter  amended to
read in its entirety as follows:

            "6. Commingling; Redelivery of Precious Metal. Buyer may use the
            Consigned  Precious  Metal  only in the  ordinary  course of its
            business as now conducted;  provided that no Consigned  Precious
            Metal  shall be removed  from  Buyer's  Principal  Office or the
            retail  locations  operated  by Buyer prior to the fixing of the
            Purchase    Price   for   such   Consigned    Precious    Metal.
            Notwithstanding contrary provisions in this Section, Buyer shall
            have the right:



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               (i) On terms and  conditions  approved in writing by Bank, to
               remove  scrap from its  Principal  Office for refining in the
               ordinary  course  of its  business  and to  deliver  products
               containing  Consigned  Precious  Metal  to  retail  locations
               operated by Buyer and to vendor  locations of Buyer  ("Vendor
               Locations"),  it being  agreed  that all such scrap and other
               Consigned  Precious Metal shall be and remain the property of
               Bank  until  purchased  and paid for  pursuant  to  Section 5
               hereof; and

                  (ii) As long as (A) Buyer maintains an aggregate  Precious
               Metal inventory at its Principal Office, the retail locations
               operated  by Buyer and Vendor  Locations  which  exceeds  the
               amount of Precious  Metal on  consignment to Buyer from Bank,
               Fleet  Precious  Metals  Inc.  and any other  Precious  Metal
               consignors  (the  "Minimum  Precious  Metal")  and  (B)  this
               Agreement has not been terminated due to the occurrence of an
               Event of Default, pursuant to the provisions of Section 14 of
               this Agreement or otherwise, then Buyer shall not be required
               to purchase  Consigned  Precious Metal from Bank and withdraw
               it  from   consignment   and,  upon  the  sale  of  inventory
               containing  Precious  Metal by Buyer to its  customers in the
               ordinary course of business, it shall be deemed that Buyer is
               selling  Precious  Metal it owns and not  Consigned  Precious
               Metal provided that,  after giving effect to such sale, Buyer
               retains the Minimum Precious Metal in its inventory.

            At any time prior to termination of this  Agreement,  any or all
            of the amount of the Consigned Precious Metal may be Redelivered
            by Buyer to Bank."

      3.  Buyer and Bank each  agree  that,  except  as  expressly  provided
herein,  the  terms  and  provisions  of the  Consignment  Agreement  remain
unchanged and the Consignment  Agreement remains in full force and effect in
accordance with its terms.  The term  "Agreement" as used in the Consignment
Agreement  and all  references  to the  Consignment  Agreement  in any other
documents  or  agreements  by and between any of the  parties  hereto  which
relate  to Buyer  shall  refer,  from and  after  the  date  hereof,  to the
Consignment Agreement as amended and supplemented by this Fourth Amendment.

      4. Buyer hereby  ratifies and reaffirms  that (i) the  representations
and warranties  contained in the  Consignment  Agreement,  as amended by the
terms  hereof,  are true and  correct  as of the date  hereof,  except  that
references  to  financial  statements  shall  refer to the latest  financial
statements  furnished  pursuant to the  Consignment  Agreement,  and (ii) no
Event of

<PAGE>


Default (as defined in the  Consignment  Agreement) nor any event which with
notice or the lapse of time, or both,  would  constitute an Event of Default
exists as of the date hereof.

      Buyer  represents and warrants to Bank that it has taken all necessary
and  appropriate  corporate  action  to  approve  the  terms of this  Fourth
Amendment and that the  undersigned  has been duly authorized to execute and
deliver to the Bank this Fourth  Amendment  and any and all other  documents
incidental hereto.

      IN  WITNESS  WHEREOF,  each of the  parties  hereto  has  caused  this
instrument  to be executed in several  counterparts,  each of which shall be
deemed to be an original as of the day and year first above written.

WITNESS:                            Bank:

                                    RHODE ISLAND HOSPITAL TRUST NATIONAL BANK


_____________________________       By:__________________________________
                                    Michael E. Smith, First Vice President

                                   Buyer:

                                    PIERCING PAGODA, INC.


______________________________      By: _________________________________
                                    Print Name: __________________________
                                    Title: ________________________________