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                                OROAMERICA, INC.
                            443 North Varney Street
                               Burbank, CA 91502
                                                                  August 8, 1996

Ms. Sophia Chalermsopone
c/o OroAmerica, Inc.                                                PERSONAL AND
443 North Varney Street                                             CONFIDENTIAL
Burbank, CA 91502

Dear Sophia:

         OroAmerica, Inc., a Delaware corporation (the "Company"), considers
you a valuable executive, and the Board of Directors (the "Board") has
authorized certain actions to reinforce and encourage your attention and
dedication to your duties without distraction in the event that the Company
should become the target of a hostile takeover attempt or enter into
negotiations that could lead to a change in control of the Company.

         By this letter agreement (the "Agreement"), the Company agrees with
you as follows:

         1.      ENTITLEMENT TO TERMINATION BENEFIT.  If you are in the employ
of the Company when a CHANGE IN CONTROL occurs, and if your employment is
terminated within one year after the CHANGE IN CONTROL occurs for any reason
other than (a) CAUSE, (b) your death, (c) your failure to return to full-time
work after the end of a DISABILITY PERIOD or (d) your resignation other than
for GOOD REASON, you will be entitled to receive a TERMINATION BENEFIT, as
provided herein.

         2.      DEFINITIONS.  As used herein, the following terms have the
following meanings:

         "CAUSE", when used with reference to termination of your employment
for CAUSE, means:

                 (a)      Your continuing wilful and material breach of your
         duties to the Company after you receive a demand from the Board
         specifying the manner in which you have wilfully and materially
         breached such duties, other than any such failure resulting from your
         DISABILITY; or

                 (b)      your being prosecuted by any governmental agency or
         prosecutor on charge of a felony;

                 (c)      your committing fraud in the course of your 
         employment with the Company, such as embezzlement or other material and
         intentional violation of law against the Company; or





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Ms. Sophia Chalermsopone
August 8, 1996
Page 2

                 (d)      your gross misconduct causing material harm to the
         Company.

         "CHANGE IN CONTROL" shall be deemed to occur when any PERSON who is
not such beneficial owner on the date hereof becomes the beneficial owner (as
that term is defined in Rule 13(d)-3 under the Securities Exchange Act of 1934)
of voting securities having at least a majority of the voting power of the
outstanding voting securities of the Company.

         "COMPANY" means OroAmerica, Inc., and its consolidated subsidiaries,
any successor to its business and/or assets which assumes or becomes subject to
this Agreement by operation of law or otherwise and any parent corporation of
any such successor.

         "DISABILITY" shall mean your full-time absence from your duties with
the Company, as a result of incapacity due to physical or mental illness.

         "DISABILITY PERIOD" means a period of six (6) months commencing on the
first day of a DISABILITY occurring after a CHANGE IN CONTROL.

         "GOOD REASON" means a reduction in the annual rate of your base salary
from such annual rate immediately before a CHANGE IN CONTROL, occurring without
your express written consent and within 90 days prior to your resignation as a
result thereof.

         "PERSON" or "person" means an individual, a corporation, a
partnership, an association, a group of persons acting in concert, a trust or
any other entity or organization.

         "TERMINATION BENEFIT" means an amount equal to twelve months' base
salary at the annual base salary rate that you were being paid when the CHANGE
IN CONTROL occurred.

         3.      CONFIDENTIALITY.  The Company believes, and you acknowledge,
that disclosure of the existence or terms of this Agreement would do
irreparable harm to the Company.  Therefore, you agree that the terms and
existence of this Agreement are confidential, and you agree not to disclose its
terms or the fact that such an agreement exists without the express written
consent of the Company.  If you fail to maintain such confidentiality, the
Company shall have the right to terminate this Agreement at any time and to
refuse to pay the TERMINATION BENEFIT to you.

         4.      OTHER PROVISIONS GOVERNING YOUR COMPENSATION.

                 4.1      During any DISABILITY PERIOD you shall continue to
receive your full base salary at the rate then in effect, unless and until your
employment is terminated.





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Ms. Sophia Chalermsopone
August 8, 1996
Page 3


                 4.2      If you become entitled to a TERMINATION BENEFIT, it
shall be paid in equal installments on the Company's regular pay days for
executives occurring during the twelve months following termination of your
employment.  The TERMINATION BENEFIT shall be in lieu of any severance pay,
vacation pay and sick leave pay to which you would otherwise be entitled in
accordance with Company policy.

                 4.3      You shall not be required to mitigate the amount of
any TERMINATION BENEFIT by seeking other employment or otherwise, nor shall the
amount of any TERMINATION BENEFIT be reduced by any compensation earned by you
as the result of employment by another employer, or otherwise.

                 4.4      Except as expressly provided otherwise herein, none
of the provisions of this Agreement is intended to curtail or limit in any way
any contractual rights which you may have under any Company plan in which you
participate or under any agreement binding on the Company to which you are a
party, and all such contractual rights shall survive the execution of this
Agreement and any CHANGE IN CONTROL.  The TERMINATION BENEFIT shall not be
considered compensation for any benefit calculation or other purpose under any
retirement plan or other benefit plan maintained by the Company.

         5.      SUCCESSORS; BINDING AGREEMENT.  This Agreement shall be
binding on and inure to the benefit of the Company and any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company.  This Agreement
shall inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

         6.      TERMINATION OF AGREEMENT.  This is not an Employment
Agreement, and the Company shall have the right to terminate your employment
without CAUSE and without becoming obligated to pay a TERMINATION BENEFIT, at
any time before a CHANGE IN CONTROL OCCURS.  In addition to its rights under
Paragraph 3 above, the Company may terminate this Agreement effective at any
time after June 30, 1997, by notice to you, if no CHANGE IN CONTROL has
occurred prior to the giving of such notice.  Once terminated, this Agreement
shall have no further force or effect.

         7.      NOTICES.   All notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the first page of this Agreement, or to such other address as either party may
have furnished to the other in writing in accordance





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Ms. Sophia Chalermsopone
August 8, 1996
Page 4

herewith, except that notice of change of address shall be effective only upon
receipt.  Notices to the Company shall be directed to the attention of the
Secretary of the Company.

         8.      ENTIRE AGREEMENT.  This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all previous agreements, whether written or oral, relating to the
same subject matter.  All such previous agreements between the parties hereto
are hereby terminated and shall have no further force or effect.

         9.      CHOICE OF LAW.   The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California.

         If this letter correctly sets forth our understanding on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
letter, which will then constitute our Agreement on this subject.

                                        Very truly yours,

                                        OROAMERICA, INC.


                                        By  /s/ Guy Benhamou 
                                          ----------------------------------
                                            GUY BENHAMOU, President


Agreed to this 8th day of
August, 1996.


/s/ Sophia Charlermsopone        
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Sophia Chalermsopone