THIRD AMENDMENT TO
                  AMENDED AND RESTATED CONSIGNMENT AGREEMENT
                                   DATED JULY 26, 1994


      THIS THIRD AMENDMENT is made as of the 26th day of December, 1996, 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 July 26, 1994 (hereinafter,  as amended by a certain
First  Amendment  dated  December  22,  1994 and  Second  Amendment  dated as of
September  11,  1995 and as  otherwise  amended or  modified  from time to time,
called 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 in its entirety to read 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 $25,000,000."

      2. 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
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 Third Amendment.

      3. 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 Default or Event of Default
(as defined in the Consignment Agreement) exists as of the date hereof.

   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.

                                          RHODE ISLAND HOSPITAL TRUST
                                          NATIONAL BANK

                                          By: /s/ Michael E. Smith
                                          Title: First Vice President


                                          PIERCING PAGODA, INC.

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

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