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                                                                Exhibit 10.49


                         MICHAEL ANTHONY JEWELERS, INC.
                           8.61% SENIOR NOTE DUE 2002


$3,000,000                                                       June 5, 1992

         FOR VALUE RECEIVED, the undersigned, MICHAEL ANTHONY JEWELERS, INC., a
Delaware corporation (the "Company"), hereby promises to INCE & Co. or
registered assigns, by wire transfer of federal or other immediately available
funds to Morgan Guaranty Trust Company, ABA #0210-0023-8, Morgan NYC/CUST/Royal
Maccabees Life Insurance Co., DDA Acct. #001-16-175, with sufficient information
to identify the source and application of funds, in lawful money of the United
States, the principal sum of THREE MILLION DOLLARS ($3,000,000) in eight
consecutive annual installments of $333,333.33 each on May 15 of each year
commencing May 15, 1994, with a final installment of $333,333.36 payable on May
15, 2002, and to pay interest in like money on the unpaid balance hereof at the
rate of 8.61% per annum (provided that solely for the purpose of determining the
portion of annual interest allocable to any interest payment, it shall be
assumed that a year is comprised of 360 days and twelve 30-day months) from the
date hereof, payable quarterly on February 15, May 15, August 15 and November 15
in each year commencing August 15, 1992, until payment in full of the principal
hereof.

         If all or any portion of the principal amount of or interest on this
Note shall not be paid on or before the fifteenth day after the date on which
such payment was due, such principal (and, if so permitted by law, such
interest) shall bear interest at a rate equal to the lower of 10.61% per annum
(computed on the basis of a 360-day year comprised of twelve 30-day months) or
the highest rate permitted by law from the date of non-payment until paid in
full.

         This Note is given pursuant to a Note Purchase Agreement the
("Agreement") entered into among the Company and Northern Life Insurance
Company, Royal Maccabees Life Insurance Company, The North Atlantic Life
Insurance Company of America, Farm Bureau Life Insurance Company of Michigan, FB
Annuity Company and Farm Bureau Mutual Insurance Company of Michigan dated as of
May 1, 1992. As provided in the Agreement, this Note is subject to voluntary
prepayment, subject to the conditions specified in the Agreement.

         As provided in the Agreement, this Note is secured by the Security
Agreement referred to therein.

         As provided in the Agreement, this Note is transferable only on the
Note Register of the Company, upon surrender of this Note for transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed by
the registered holder hereof or its attorney duly authorized in writing. The
undersigned may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the undersigned shall not be affected by the notice to the contrary.


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         In case an Event of Default, as defined in the Agreement, shall occur,
the principal of this Note may be declared due and payable in the manner and
with the effect provided in the Agreement.

                                                MICHAEL ANTHONY JEWELERS, INC.


                                                By: /s/ ALLAN CORN
                                                    ----------------------------
                                                    Its: Chief Financial Officer

                                                And /s/ MICHAEL WAGER
                                                    ----------------------------
                                                    Its: Secretary