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                                                                    EXHIBIT 10.1


              AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT


         This Amendment Number Four to Loan and Security Agreement ("Amendment")
is entered into as of January 25, 2000, among SAMUELS JEWELERS, INC., a Delaware
corporation (the "Borrower"), on the one hand, and the financial institutions
listed on the signature pages hereof (such financial institutions, together with
their respective successors and assigns, are referred to hereinafter each
individually as a "Lender" and collectively as the "Lenders"), and FOOTHILL
CAPITAL CORPORATION, as Agent ("Agent"), on the other hand.

                                    RECITALS

         A. Borrower, Lenders and Agent have previously entered into that
certain Loan and Security Agreement, dated as of October 2, 1998, as amended as
of April 15, 1999, August 30, 1999, and November 24, 1999 (the "Agreement").

         B. Borrower has entered into that certain Assets Purchase Agreement,
dated December 15, 1999 (the "Musselman Purchase Agreement") , with Wilkerson &
Associates (the "Seller") pursuant to which Borrower is acquiring certain of the
real and personal property assets of Seller used in connection with Seller's
Musselman Jewelers stores (the "Musselman Assets").

         C. Borrower, Lenders and Agent desire to consent to Borrower's purchase
of the Musselman Assets and to further amend the Agreement as provided for and
on the conditions herein.

         NOW, THEREFORE, Borrower, Lenders and Agent hereby amend certain
provisions of the Agreement as follows:

         1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.

         2. AMENDMENTS.

            2.1 Section 1.1 of the Agreement is hereby amended by adding the
following new definitions thereto:

                  "Musselman Purchase Agreement" means that certain Assets
            Purchase Agreement dated as of December 15, 1999, between Wilkerson
            & Associates and Borrower.

                  "Musselman Put" means that certain obligation of Borrower to
            make a payment to Wilkerson & Associates ("Wilkerson") or any
            successor or assign in consideration of the "put" rights of
            Wilkerson set forth in Section 2.3 (a) of the Musselman Purchase
            Agreement.


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                  "Permitted Put Payment" means a payment by Borrower on account
            of the Musselman Put in accordance with the terms set forth in the
            Musselman Purchase Agreement, so long as at the time of such payment
            (a) no Event of Default is currently in existence, and (b) after
            taking such payment into account Borrower would have (and would have
            had at all times during the 30 days preceding such payment) Excess
            Availability of not less than $5,000,000.

            2.2 Section 7.20 (b) of the Agreement is amended to read as follows:

                  "(b) Tangible Net Worth. A Tangible Net Worth of at least the
            following amounts as of the last day of the fiscal quarters of
            Borrower ending on or about the last day of the following months:

<TABLE>
<CAPTION>

            Month                              Minimum Tangible Net Worth
            -----                              --------------------------
<S>                                            <C>
            November 1999                              $14,500,000
            February 2000                              $24,500,000
            May 2000                                   $23,900,000
            August 2000                                $21,500,000
            November 2000                              $20,300,000
            February 2001                              $32,900,000
            May 2001                                   $33,300,000
            August 2001                                $31,300,000
</TABLE>


            2.3 Section 8.11 of the Agreement is hereby amended to read as
follows:

                  "If Borrower makes any payment on the Rauch Notes other than a
            Permitted Rauch Notes Payment, if Borrower makes any payment in
            respect of the Musselman Put other than a Permitted Put Payment, or
            if Borrower makes any payment on account of Indebtedness that has
            been contractually subordinated in right of payment to the payment
            of the Obligations, except to the extent such payment is permitted
            by the terms of the subordination provisions applicable to such
            Indebtedness;"

            2.4 Schedule E-1 of the Agreement is amended in its entirety as set
forth on Schedule E-1 to this Amendment.

            2.5 Agent and Lenders hereby consent to Borrower's purchase of the
Musselman Assets in accordance with the terms of the Musselman Purchase
Agreement.

         3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Lenders
and Agent that all of Borrower's representations and warranties set forth in the
Agreement


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are true, complete and accurate in all respects as of the date hereof (except to
the extent such representations and warranties relate solely to an earlier
date).

         4. DEFAULTS; WAIVER. Borrower hereby affirms to Lenders and Agent that
no Default or Event of Default exists as of the date hereof.

         5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the following:

            (a) Receipt by Agent of fully executed copies of this Amendment;

            (b) Receipt by Agent of UCC-1 financing statements respecting any
new locations acquired in connection with the Musselman Purchase Agreement; and

            (c) Payment of a fee to Agent, for the pro rata account of Lenders,
in the amount of $15,000.

         6. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent's
out-of-pocket costs and expenses (including, without limitation, the reasonable
fees and expenses of its counsel, which counsel may include any local counsel
reasonably deemed necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other fees) arising in
connection with the preparation, execution, and delivery of this Amendment and
any related documents.

         7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended, modified, and supplemented hereby, shall remain in full
force and effect.


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         8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.

                             SAMUELS JEWELERS, INC.,
                             a Delaware corporation


                             By /s/ DOUG BULLOCK
                               -------------------------------------------------
                             Title: Vice President
                                   ---------------------------------------------

                             FOOTHILL CAPITAL CORPORATION,
                             a California corporation, as Agent and as a Lender


                             By /s/ ROBERT CASTINE
                               -------------------------------------------------
                             Title: Vice President
                                   ---------------------------------------------


                             LASALLE BUSINESS CREDIT, INC.,
                             a Delaware corporation


                             By /s/
                               -------------------------------------------------
                             Title: Senior Vice President
                                   ---------------------------------------------


                             SUNROCK CAPITAL CORP.,
                             a Delaware corporation


                             By /s/
                               -------------------------------------------------
                             Title: Senior Vice President
                                   ---------------------------------------------


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