EIGHTH AMENDMENT AND AGREEMENT
                                     TO
                            CONSIGNMENT AGREEMENT


            THIS EIGHTH AMENDMENT AND AGREEMENT TO CONSIGNMENT  AGREEMENT is
made as of the fifth day of May, 1998, 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:

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

            2. 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-Eight Million Dollars ($28,000,000); or

                        (y) the value (as determined pursuant to Paragraph 2
                  hereof) of up to Seventy Thousand  (70,000) 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

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attached    hereto  and  made a part  hereof  or in such  other  form as the
            Consignor   shall  require   (collectively,   the   "Consignment
            Limit")."

            3.  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.

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

            5. 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 Eighth  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:____________________________
                                          John Eureyecko
                                          Executive Vice President


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By:____________________________
      (as to both)                                          Brandon Lehman
                                          Treasurer

                                          FLEET PRECIOUS METALS INC.


                                          By:____________________________
                                          Title:


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By:____________________________
      (as to both)                                    Title: