SIXTH AMENDMENT AND AGREEMENT
                                       TO
                              CONSIGNMENT AGREEMENT


      THIS SIXTH AMENDMENT AND AGREEMENT TO CONSIGNMENT  AGREEMENT is made as of
the 31st day of October,  1996,  by and between  FLEET  PRECIOUS  METALS INC., a
Rhode Island  corporation with its principal offices at 111 Westminster  Street,
Providence,  Rhode Island 02903 (the "Consignor"),  and PIERCING PAGODA, INC., a
Delaware corporation,  with its principal office at 3910 Adler Place, Bethlehem,
Pennsylvania 18017 and with a mailing address of P.O. Box 25007,  Lehigh Valley,
Pennsylvania 18002-5007 (the "Customer").

                                WITNESSETH THAT:

      WHEREAS,  the  Consignor  and  the  Customer  are  parties  to  a  certain
Consignment  Agreement dated as of November 30, 1990, as previously  amended (as
amended, the "Consignment  Agreement") pursuant to which the Consignor agreed to
consign precious metals to the Customer for use in its operations;

      WHEREAS,  the Consignor and the Customer desire to amend the Consignment
      Agreement on the terms and conditions hereinafter contained;

      NOW,  THEREFORE,  for  value  received,  and for other  good and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto hereby agree as follows:


      All  capitalized  terms  used  herein  without  definition  shall have the
      meanings assigned by the Consignment Agreement.


             Effective  the date hereof,  the third  sentence of Section 1(b) of
the Consignment Agreement is amended to read in its entirety as follows:

            "It is understood  that at no time shall the value of commodities on
            consignment to the Customer exceed:

                        (i)  the least of:

                              (x) Twenty  Million Two Hundred  Fifty  Thousand
                  Dollars                             ($20,250,000); or

                              (y)  the  value  (as   determined   pursuant  to
                  Paragraph 2 hereof) of up to                    Forty-Five
                  Thousand (45,000) troy ounces of gold; or

                              (z)  an  amount  equal  to one  hundred  percent
                  (100%) of the stated amount               of             the
                  irrevocable   standby  letter  of  credit  (the  "Letter  of
                  Credit")                described in Section 12 hereof; or

                  (ii) such limit as the  Consignor  and the  Customer may agree
            upon from time to time as evidenced by an amendment in substantially
            the form of Exhibit B attached  hereto and made a part  hereof or in
            such other form as the Consignor  shall require  (collectively,  the
            "Consignment Limit")."

             All references to the  "Consignment  Agreement" in any documents or
agreements by and between the parties hereto, shall from and after the effective
date hereof  refer to the  Consignment  Agreement,  as amended  hereby,  and all
obligations of the Customer under the Consignment Agreement,  as amended hereby,
shall be  secured  by and  entitled  to the  benefits  of the  Letter  of Credit
hereinabove referred to.

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                        Except as amended hereby,  the  Consignment  Agreement
shall remain in full force and effect and is in all respects  hereby  ratified
and affirmed.

            The Customer covenants and agrees to pay all out-of-pocket expenses,
fees and  charges  incurred  by the  Consignor  (including  reasonable  fees and
disbursements  of  outside  counsel)  in  connection  with the  preparation  and
implementation of this Sixth Amendment and Agreement to Consignment Agreement.

      IN WITNESS WHEREOF,  the undersigned parties have caused this Amendment to
be  executed  by their  duly  authorized  officers  as of the date  first  above
written.

WITNESS:                      PIERCING PAGODA, INC.


                                          By: /s/ John F. Eureyecko
                                             John Eureyecko
                                             President


  /s/ Jeanette M. Fritz                   By: /s/ Brandon R.Lehman
      (as to both)                            Brandon Lehman
                                             Treasurer

                                          FLEET PRECIOUS METALS INC.


                                          By: /s/ Eleanor M. Vander Mel
                                             Title: Vice President


  /s/ Gail L. Burns_                      By:_ /s/Irene A.Ogarek
      (as to both)                           Title Vice President



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