FINLAY FINE JEWELRY CORP
AMENDMENT TO MANAGEMENT AGMT
<DOCUMENT>
<TYPE>EX-10.9B
<SEQUENCE>4
<FILENAME>d50440_ex10-9b.txt
<DESCRIPTION>AMENDMENT TO MANAGEMENT AGMT
<TEXT>
                                                                 Exhibit 10.9(b)



                        AMENDMENT TO MANAGEMENT AGREEMENT

     AMENDMENT, dated as of January 21, 2002, to the Management Agreement, dated
as of May 26, 1993 (as amended by the letter agreement dated January 15, 1997
relating thereto, the "Management Agreement") by and among Finlay Enterprises,
Inc., a Delaware corporation, Finlay Fine Jewelry Corporation, a Delaware
corporation, and Thomas H. Lee Capital, LLC (as successor-in-interest to the
Thomas H. Lee Company).

                              W I T N E S S E T H:

     WHEREAS, the parties hereto mutually desire to amend the Management
Agreement;

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

     1. The provisions of Section 5.1(b) of the Management Agreement shall be
amended so that, effective as of February 1, 2002, the annual Management Fee
referred to therein shall be changed from "$180,000" to "$90,000". Accordingly,
commencing on February 1, 2002, the amount of each monthly installment of the
Management Fee shall be $7,500.

     2. Except as amended hereby, the Management Agreement shall remain in full
force and effect, without change or modification.

     3. This instrument may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     4. Any term defined in the Management Agreement and not otherwise defined
herein shall have the meaning set forth in the Management Agreement.

     IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
day and year first above written.


                                      THOMAS H. LEE CAPITAL, LLC


                                      By: /s/ Thomas H. Lee
                                          --------------------------------------
                                          Name:  Thomas H. Lee
                                          Title: President


                                      FINLAY ENTERPRISES, INC.


                                      By: /s/ Arthur E. Reiner
                                          --------------------------------------
                                          Name:  Arthur E. Reiner
                                          Title: Chairman & CEO


                                      FINLAY FINE JEWELRY CORPORATION


                                      By: /s/ Bonni G. Davis
                                          --------------------------------------
                                          Name:  Bonni G. Davis
                                          Title: Vice President, Secretary &
                                                   General Counsel


</TEXT>
</DOCUMENT>
