EXHIBIT 99

                          FOOTHILL CAPITAL CORPORATION

                                                               October 24, 1996



Town & Country Corporation
Town & Country Fine Jewelry Group, Inc.
Gold Lance, Inc.
L.G. Balfour Company, Inc.
25 Union Street
Chelsea, Massachusetts 02150

Re: Waivers of Events of Default with respect to the "Non-Compliance Items"
    as defined below

Gentlemen:

Reference is made to the Loan Agreement dated as of July 3, 1996
(as the same heretofore may have been amended or modified, the
"Agreement") between Foothill Capital Corporation ("Lender") and
Town & Country Corporation, Town & Country Fine Jewelry Group,
Inc., Gold Lance, Inc., and L.G. Balfour Company, Inc.
(collectively, "Borrower").  Terms used herein and not otherwise
defined herein shall have the meaning ascribed thereto in the
Agreement.

Borrower has advised Lender that:

1.   Borrower is not in compliance with Section 6.13(a) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum ratio of Consolidated Current Assets
divided by Consolidated Current Liabilities required therein at
all times;

2.  Borrower is not in compliance with Section 6.13(b) of the 
Agreement on August 25, 1996, because  Borrower failed to
maintain the minimum Consolidated Tangible Net Worth required
therein at all times;

3.  Borrower is not in compliance with Section 6.13(c) of the
Agreement on August 25, 1996, because Borrower failed to
maintain the minimum Working Capital amount required therein at
all times;

4.  Borrower is not in compliance with Section 6.13(d) of the
Agreement on  August 25, 1996, because Borrower failed to
maintain the minimum Consolidated Interest Coverage Ratio
required therein for the twelve (12) month period ended August
25, 1996; and

5.  Borrower is not in compliance with Section 6.13(f) of the
Agreement on August 25, 1996, because Borrower failed to
maintain a ratio of Consolidated Total Senior Liabilities
divided by Consolidated Tangible Capital Base not more than
the ratio required therein at all times; 
(the  foregoing   items  1,  2,  3,  4,  and  5  are  referred
to  herein, collectively, as the "Non-Compliance Items"). 
Borrower has asked Lender to waive any Event of Default 
that may have been occasioned by any of the  Non-Compliance
Items.  Lender hereby waives any Event of Default that may 
have been  occasioned solely by any of the Non-Compliance Items.

The waiver of the Non-Compliance Items is limited to the
specifics hereof, shall not apply with respect to any facts or
occurrences other than those on which the applicable
Non-Compliance Item is based, shall not excuse future
non-compliance with the Agreement (as it may from time to time
be amended), including Section 6.13 thereof, and except as
expressly set forth herein, shall not operate as a waiver or an
amendment of any right, power or remedy of Lender, nor as a 
consent to any further or other matter, under the Loan Documents.

This waiver shall not be effective until Lender advises 
Borrower in writing that Lender has obtained any consents that
Lender may need or require from participants of Lender.

Cordially,

Foothill Capital Corporation
By:  /s/Anthony Aloi
Name: Anthony Aloi
Title:   Senior Vice President
<PAGE>
FOOTHILL

October 24, 1996


Mr. Robert Hannon
Town & Country Corporation
25 Union Street
Chelsea, MA 02150

Dear Bob:

This letter should serve as notice that Foothill Capital has
received proper

consent from our participants and the "Waiver of Event of
Default with respect to 

the Non-Compliance Items" dated October 24, 1996, is now
effective.


Sincerely


/S/ Anthony Aloi
Anthony Aloi
Assistant Vice President

CC:
Bruce Hilowitz, CIT
Alan Ghole, FINOVA Capital Corporation
Kevin Vaughan, Textron Financial Corporation
Britt Terrell, Coast Business Credit




                          Foothill Capital Corporation
                        617-624-4400 / Fax 617-722-9493
                 60 State Street, Suite 1150, Boston, MA 02109