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AMENDMENT NUMBER FIVE TO LOAN AGREEMENT
(TOWN & COUNTRY CORPORATION AND SUBSIDIARIES)

THIS AMENDMENT NUMBER FIVE TO LOAN AGREEMENT, (this "Amendment"), dated as of
November 1, 1995, is entered into by and among Town & Country Corporation, a
Massachusetts corporation, Gold Lance, Inc., a Massachusetts corporation, L. G.
Balfour Company, Inc., a Delaware corporation (which
aforesaid corporations, individually and collectively, jointly and severally,
and together with their successors and assigns, are herein referred to as
"Borrower"), and Foothill Capital Corporation, a California corporation
("Foothill"), in light of the following:

     WHEREAS, Borrower and Foothill are parties to that certain Loan Agreement
dated as of May 14, 1993 (as from time to time amended, modified, supplemented,
renewed, extended, or restated, the "Loan Agreement"); and

     WHEREAS, Borrower has requested that certain provisions of the Loan
Agreement be amended, and Foothill has agreed to amend such provisions in
accordance with the terms hereof.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
conditions, and provisions as hereinafter set forth, the parties hereto agree as
follows:

1. Initially capitalized terms used herein have the meanings defined in the Loan
Agreement unless otherwise defined herein.

2. The following definitions contained in Section 1.1 of the Loan Agreement are
hereby amended and restated in their entirety as follows:

"Maximum Amount" means (i) Thirty Eight Million Dollars ($38,000,000) during
November 1995, and December 1995; (ii) Thirty Three Million Dollars
($33,000,000) during January 1996; (iii) Thirty Million Dollars ($30,000,000)
during January, February, March, April, May, June, July and August
of any other year; and (iv) Thirty Five Million Dollars ($35,000,000) during
September, October, November and December of any other year."

"Maximum Foothill Amount" means that portion of the Maximum Amount for which
Foothill is responsible, exclusive of any participations with Participants,
which amount is (i) Twenty Two Million One Hundred Sixty Five Thousand Four
Hundred Dollars ($22,165,400) during November 1995 and December 1995; 

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(ii) Nineteen Million Two Hundred Forty Eight Thousand Nine
Hundred Dollars ($19,248,900); (iii) Seventeen Million Five Hundred Thousand
Dollars ($17,500,000) during January, February, March, April, May, June, July
and August of any other year; and (iv) Twenty Million Four Hundred Sixteen
Thousand Six Hundred Sixty Seven Dollars ($20,416,667) during
September, October, November and December of any other year; provided, however,
that each time the Maximum Amount is reduced pursuant to Section 2.3 hereof, the
Maximum Foothill Amount shall be reduced proportionately."

2. Foothill shall charge Borrower's account an overline fee in the amount of
$10,000 and a documentation fee in the amount of $500.00 upon execution and
delivery of the Amendment to Foothill. This fee shall be in addition to any
other fees, expenses or compensation payable to Foothill under
any Loan Document, shall be compensation to Foothill for entering into this
Amendment, shall be fully earned at the time it is so charged, and shall be
non-refundable.

3. Foothill and Borrower also agree that:

(a) The execution, delivery and performance by Borrower of this Amendment have
been duly authorized by all necessary corporate and other action and do not and
will not require any registration with, consent or approval of, or notice to or
action by, any Person in order to be effective an enforceable.

(b) The Agreement, as amended by this Amendment, constitutes the legal, valid
and binding obligation of Borrower, enforceable against Borrower in accordance
with its terms, without defense, counterclaim or offset.

4. Foothill and Borrower also agree that:

(a) Except as herein expressly amended, all terms, covenants and provisions of
the Loan Agreement are and shall remain in full force and effect and all
references therein to the Loan Agreement shall henceforth refer to the Loan
Agreement as amended by this Amendment. This Amendment shal be deemed
incorporated into, and a part of, the Loan Agreement.

(b) This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.

(c) This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, and all such counterparts together shall constitute
but one and the same instrument. This Amendment shall become effective when each
party has executed and delivered a counterpar hereof. Upon this Amendment
becoming effective, the changes to the provisions of Section 1.1 of the Loan
Agreement provided for in this Amendment shall operate prospectively and not
retroactively.

(d) This Amendment, together with the Loan Agreement and other Loan Documents,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto
 This Amendment may not be amended except in writing executed by both of the
parties hereto.

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(e) If any term or provisions of this Amendment shall be deemed prohibited by or
invalid under any applicable law, such provision shall be invalidated without
affective the remaining provisions of this Amendment or the Loan Agreement,
respectively.

     IN WITNESS HEREOF, this Amendment has been executed and delivered as of the
date first set forth of above.

FOOTHILL CAPITAL CORPORATION       TOWN & COUNTRY  CORPORATION

By /s/ Steve M. Cole               By /s/ Francis X. Correra 
print Name:Steve M. Cole 
Title: Vice President              Print Name: Francis X. Correra 
                                   Title: Senior Vice President and
                                   Chief Financial Officer

                                   TOWN & COUNTRY FINE JEWELRY GROUP, INC.

                                   By: /s/ Francis X. Correra 
                                   Print Name: Francis X. Correra 
                                   Title: Vice President
                                   and Treasurer

                                   GOLD LANCE, INC.

                                   By:         /s/ Francis X. Correra
                                   Print Name: Francis X. Correra
                                   Title:      Treasurer

                                   L.G. BALFOUR COMPANY

                                   By: /s/ Francis X. Correra 
                                   Print Name: Francis X. Correra 
                                   Title: Executive Vice
                                   President and Treasurer