<PAGE>


                               FOURTH AMENDMENT TO
                              AMENDED AND RESTATED
                           GOLD CONSIGNMENT AGREEMENT
                           DATED AS OF MARCH 30, 2001

        THIS FOURTH AMENDMENT is made as of the 6th day of July, 2003, among
SOVEREIGN BANK (formerly known as Rhode Island Hospital Trust National Bank), a
Federal Savings Bank with an office at 15 Westminster Street, Providence, Rhode
Island 02903, as agent ("Agent") and as a bank ("Sovereign" and together with
the other lending institutions from time to time collectively, the
"Institutions"), SOVEREIGN PRECIOUS METALS, LLC, a Pennsylvania limited
liability company ("LLC"), FINLAY FINE JEWELRY CORPORATION, a Delaware
corporation ("Finlay") and EFINLAY, INC. a Delaware corporation ("eFinlay").


                                WITNESSETH THAT:

        WHEREAS, Sovereign, Finlay and eFinlay are parties to a certain Amended
and Restated Gold Consignment Agreement dated as of March 30, 2001, as amended
by a First Amendment to Amended and Restated Gold Consignment Agreement dated as
of December 31, 2001, as further amended by a Second Amendment to Amended and
Restated Gold Consignment Agreement dated as of September 30, 2002 and as
further amended by a Third Amendment to Amended and Restated Gold Consignment
Agreement dated as of April 4, 2003 (as amended, the "Consignment Agreement"),
relating to the consignment by the Institutions to Finlay;

        WHEREAS, the parties desire to further amend and modify the Consignment
Agreement in certain respects;

        NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

        1. Section 8.2.4 of the Consignment Agreement is hereby amended by
deleting Section 8.2.4(C) (3) in its entirety and replacing it with the
following:

                "(3) Finlay may declare or pay dividends to the Parent
        commencing on the date hereof until September 29, 2004 in an aggregate
        amount not to exceed $24,000,000 in order to enable the Parent to
        repurchase up to $24,000,000 of its own common stock in either open
        market transactions or privately negotiated transactions (which may be
        with affiliates of the Parent and Consignees) so long as, at the time of
        the consummation of any such transaction, no Default or Event of Default
        has occurred and is continuing, the purchase price for any such common
        stock does not exceed fair market value thereof as of the date of
        purchase, and such transaction otherwise complies with the requirements
        of the Agreement, including, without limitation, Section 8.2.4(C)(iii)
        of the Agreement (as modified through the date hereof);"










<PAGE>


        2. Section 8.2.4 of the Consignment Agreement is hereby further amended
by adding a new subsection (4) as follows:

                "(4) Finlay may pay dividends to the Parent for the payment of
        cash dividends by the Parent of up to $5,000,000 plus 25% of net income
        (without giving effect to extraordinary gains or losses or gains or
        losses resulting from the repurchase, acquisition or redemption of
        Senior Debentures and Senior Notes) of Finlay and its subsidiaries after
        January 31, 2003 provided, that the Parent shall give the Agent
        quarterly notice, in arrears, of cash dividends made by it pursuant to
        this subsection (4), specifying the amount of aggregate cash dividends
        and the source from which Finlay obtained the funds to be used to
        effectuate such cash dividends."

        3. Section 8.2.5(iii) of the Consignment Agreement is hereby amended by
deleting the word "or" before subsection (J) and adding a new subsection (K) to
subsection (iii) as follows:

                "or (K) the sale, transfer and assignment by Finlay to eFinlay
        of inventory as required for eFinlay to sell such inventory to fulfill
        purchases consummated in the normal course of business through
        websites."

        4. Section 8.2.6(ii) of the Consignment Agreement is hereby amended by
adding the following additional proviso immediately following the existing
proviso as follows:

                "and provided, further that Finlay may sell, transfer and assign
        to eFinlay inventory as required for eFinlay to sell such inventory to
        fulfill purchases consummated in the normal course of business through
        websites;"

        5. Finlay and eFinlay each hereby grant and reconfirm the security
interest granted to Agent pursuant to the Security Agreement.

        6. The effectiveness of the transactions described herein shall be
subject to (i) delivery to LLC of this Fourth Amendment and (ii) payment of all
outstanding legal fees due and owing to counsel to Sovereign and LLC.

        7. Each of Finlay and eFinlay and the Agent hereby agree that, except as
expressly provided herein, the terms and provisions of the Consignment Agreement
remain unchanged and the Consignment Agreement remains in full force and effect
in accordance with its terms. The term "Agreement" as used in the Consignment
Agreement and all references to the Consignment Agreement in any other documents
or agreements among any of the parties hereto which relate to either Finlay or
eFinlay shall refer, from and after the date hereof, to the Consignment
Agreement as amended and supplemented by this Fourth Amendment.

        8. Each of Finlay and eFinlay hereby ratifies and reaffirms that (i) the
representations and warranties contained in the Consignment Agreement, as
amended by the terms hereof, are true and correct as of the date hereof, except
that references to financial





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statements shall refer to the latest financial statements furnished pursuant to
the Consignment Agreement and (ii) no Event of Default (as defined in the
Consignment Agreement) nor any event which with notice or the lapse of time, or
both, would constitute an Event of Default exists as of the date hereof.



        IN WITNESS WHEREOF, each of the parties hereto has caused this Fourth
Amendment to be executed in several counterparts, each of which shall be deemed
to be an original as of the day and year first above written.

                                    SOVEREIGN BANK, as Agent and a Lender

                                    By  /s/ Elizabeth Sousa
                                        -----------------------------------
                                            Title   Vice President
                                                    -----------------------

                                    SOVEREIGN PRECIOUS METALS, LLC, as
                                    Agent and a Lender

                                    By  /s/ Elizabeth Sousa
                                        -----------------------------------
                                            Title   Vice President
                                                    -----------------------

                                    COMMERZBANK INTERNATIONAL S.A.

                                    By  /s/ Jerem East
                                        -----------------------------------
                                            Title   Vice President
                                                    -----------------------

                                    By  /s/ Manfred Jahns
                                        -----------------------------------
                                            Title   Vice President
                                                    -----------------------

                                    FINLAY FINE JEWELRY CORPORATION

                                    By  /s/ Bruce Zurlnick
                                        -----------------------------------
                                            Title   Sr. VP & CFO
                                                    -----------------------

                                    EFINLAY, INC.

                                    By  /s/ Bruce Zurlnick
                                        -----------------------------------
                                            Title   Sr. VP & CFO
                                                    -----------------------





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