FINLAY ENTERPRISES INC /DE
AMENDMENT NO. 11 AND LIMITED CONSENT
<DOCUMENT>
<TYPE>EX-10.18K
<SEQUENCE>6
<FILENAME>d25510_ex10-18k.txt
<DESCRIPTION>AMENDMENT NO. 11 AND LIMITED CONSENT
<TEXT>


                                AMENDMENT NO. 11
                               AND LIMITED CONSENT

     THIS AMENDMENT NO. 11 AND LIMITED CONSENT (this  "Amendment") is made as of
September 29, 2000, by and between FINLAY FINE JEWELRY  CORPORATION,  a Delaware
corporation  with its principal  office at 521 Fifth Avenue,  New York, New York
10175 (the  "Consignee"),  and SOVEREIGN  BANK,  as successor to Fleet  National
Bank, formerly known as BankBoston,  N.A., as successor to Rhode Island Hospital
Trust National Bank (the  "Consignor"),  amending certain provisions of the Gold
Consignment  Agreement  dated  as of June  15,  1995 (as  amended,  modified  or
supplemented  and in effect,  the "Consignment  Agreement"),  by and between the
Consignee and the Consignor.  Capitalized terms used herein which are defined in
the  Consignment  Agreement and not defined  herein shall have the same meanings
herein as therein.

     WHEREAS,  the  Consignee  wishes  to  create  eFinlay,   Inc.,  a  Delaware
corporation ("eFinlay"), as a wholly owned subsidiary in order to sell inventory
from time to time to pursuant  to the  Marketing  Agreement  dated as of July 6,
2000  (the   "eFinlay   Marketing   Agreement")   between  the   Consignee   and
800-Flowers.com, Inc., a New York corporation ("800-Flowers") in connection with
800-Flowers' sale of flowers, jewelry and other items over the internet;

     WHEREAS,  the  Consignee  proposes to sell  certain  inventory  and provide
certain  services  (directly  or through  its  wholly  owned  subsidiary  Finlay
Merchandising & Buying,  Inc.) to eFinlay in connection with eFinlay's  business
endeavors with 800-Flowers under the eFinlay Marketing Agreement;

     WHEREAS,  in connection  therewith,  the  Consignee has requested  that the
Consignor  agree to amend  the terms of the  Consignment  Agreement  in  certain
respects  as  hereinafter  more fully set forth so as,  among other  things,  to
permit the transfer of such inventory and certain other assets and the provision
of such services;

     WHEREAS,  the  Consignor  is willing to amend the terms of the  Consignment
Agreement  in such  respects  upon  the  terms  and  subject  to the  conditions
contained herein;

     NOW, THEREFORE,  in consideration of the mutual agreements contained in the
Consignment  Agreement,  herein and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

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                                      -2-


     ss.1.  Amendment of ss.1  of the  Consignment  Agreement.  Section 1 of the
Consignment Agreement is hereby amended by:

     (a)  amending the  definition of  "Consignment  Limit" by deleting the text
          "100,000  fine troy  ounces" and  inserting  in lieu  thereof the text
          "105,000 fine troy ounces".

     (b)  amending  the  definition  of  "Consignment  Limit  Report"  to insert
          immediately  after  the text  "(including,  without  limitation,"  and
          immediately  before the text  "information  as to what  portion",  the
          following text:  "deductions  for any amounts  consisting of Specified
          Gold Jewelry sold or transferred to eFinlay and".

     (c)  amending the  definition  of  "Obligations"  by deleting the text "the
          Consignee"  and  substituting  in lieu  thereof  the text  "any of the
          Consignee and its Subsidiaries".

     (d)  amending  the   definition  of  "Security   Documents"  by  inserting,
          immediately  after the text "the Security  Agreement," and immediately
          before the text "the Cash Collateral Agreement", the text "the eFinlay
          Guaranty, the eFinlay Security Agreement,".

     (e)  inserting  the  following  new  definitions  in the order  required by
          alphabetical order:

     eFinlay. eFinlay, Inc., a Delaware corporation.

     eFinlay  Contribution  Agreement.  The  Contribution  Agreement dated as of
September  29,  2000  between the  Consignee  and  eFinlay,  as in effect on the
Eleventh Amendment Effective Date.

     eFinlay FM Services Agreement. The Services Agreement dated as of September
29, 2000 between Finlay  Merchandising and eFinlay, as in effect on the Eleventh
Amendment Effective Date.

     eFinlay  Guaranty.  The  Guaranty,  dated or to be dated on or prior to the
Eleventh  Amendment  Effective  Date, made by eFinlay in favor of the Consignor,
pursuant  to  which  eFinlay   guaranties  to  the  Consignor  the  payment  and
performance of the  Obligations  and in form and substance  satisfactory  to the
Consignor.

     eFinlay Lease Agreement. The Lease Agreement dated as of September 29, 2000
between  the  Consignee  and  eFinlay,  as in effect on the  Eleventh  Amendment
Effective Date.

<PAGE>
                                      -3-


     eFinlay Marketing  Agreement.  The Marketing  Agreement dated as of July 6,
2000  between  the  Consignee  and  800-Flowers.com,  Inc.,  as in effect on the
Eleventh Amendment Effective Date.

     eFinlay Security Agreement.  The eFinlay Security Agreement dated as of the
Eleventh Amendment Effective Date, between eFinlay and the Consignor and in form
and substance satisfactory to the Consignor.

     eFinlay Services  Agreement.  The Services  Agreement dated as of September
29, 2000 between the Consignee and eFinlay.

     Eleventh  Amendment.  Amendment  No.  11 and  Limited  Consent  dated as of
September 29, 2000 between the Consignor and the Consignee.

     Eleventh Amendment  Effective Date. The "Effective Date", as defined in the
Eleventh Amendment.

     ss.2.  Amendment of ss.8.1.  Section 8.1 of the  Consignment  Agreement  is
hereby amended by:

     (a)  deleting the word "and" from the end of subsection (l) thereof;

     (b)  deleting  clause (ii) of  subsection  (m) thereof in its  entirety and
          substituting in lieu thereof the following text:

          "(ii)  Finlay Merchandising to declare and distribute to the Consignee
                 as a dividend,  within  thirty (30) days  following  the end of
                 each fiscal quarter  during which payments  described in clause
                 (i) of this  subsection  (m) or in clause (i) of subsection (n)
                 are made to Finlay  Merchandising,  an amount  equal to the sum
                 (net of amounts  (which  amounts  may be paid in cash) equal to
                 the reasonable,  ordinary course  operating  expenses of Finlay
                 Merchandising for the then current fiscal month and immediately
                 succeeding fiscal month, including, without limitation, payroll
                 expenses  for  employees  of  Finlay  Merchandising),  of  such
                 payments  under  clause  (i) of this  subsection  (m) plus such
                 payments to Finlay Merchandising, under subsection (n)(i)".

     (c)  inserting,  immediately  after  subsection (m) thereof and immediately
          before  ss.8.2,  the following new  subsection  (n) with the following
          text:

          "(n)   cause (i) all amounts owed to the Consignee or, as the case may
                 be,  Finlay  Merchandising  under any purchase  orders or other
                 requests for merchandise or inventory  issued by eFinlay to the
                 Consignee,  the  eFinlay  Services  Agreement,  the  eFinlay FM
                 Services  Agreement,  the eFinlay Lease  Agreement or any other

<PAGE>
                                      -4-


                 agreement between eFinlay and the Consignee or, as the case may
                 be, Finlay Merchandising to be paid to the Consignee or, as the
                 case  may  be,  Finlay   Merchandising   at  least   quarterly,
                 commencing with the quarter ending December 31, 2000, either by
                 means of appropriate intercompany book entries or by payment in
                 cash,  and  (ii)  eFinlay  to  declare  and  distribute  to the
                 Consignee as a dividend,  within thirty (30) days following the
                 end of each  fiscal  quarter,  an amount  equal to all  amounts
                 retained by eFinlay  following  payment to the Consignee or, as
                 the case may be, Finlay  Merchandising  of the amounts required
                 by clause (i) of this  subsection (n) (which amounts may be net
                 of amounts equal to the reasonable, ordinary operating expenses
                 of  eFinlay  for  the  then   current   fiscal  month  and  the
                 immediately   succeeding  fiscal  month,   including,   without
                 limitation, payroll expenses for employees of eFinlay)."

     ss.3. Amendment of ss.8.2(c) of the Consignment  Agreement.  Section 8.2(c)
of the  Consignment  Agreement is hereby amended by deleting clause (vi) thereof
in its entirety and substituting in lieu thereof the following clause (vi):

          "(vi) in the  capital  stock of  Subsidiaries  existing on the Closing
          Date, Finlay  Merchandising,  eFinlay or any other Subsidiary  created
          with the prior written  consent of the  Consignor,  (B) in the case of
          Finlay  Merchandising,   consisting  of  those  items  set  forth  and
          described on Schedule I to the  Contribution  Agreement and (C) in the
          case of eFinlay,  consisting of those items set forth and described on
          Schedule A to the Eleventh Amendment; provided, however, that for each
          of the  foregoing  clauses (A), (B) and (C), the  Consignee  shall not
          make  any  additional   investments   therein  other  than  additional
          investments  approved in advance in writing by the Consignor and other
          than  increases  in such  investments  arising  solely  by  reason  of
          increases in the retained earnings of any such Subsidiary".

     ss.4. Amendment of ss.8.2(d) of the Consignment  Agreement.  Section 8.2(d)
of the Consignment Agreement is hereby amended by:

     (a)  deleting  clause (i) thereof in its entirety and  substituting in lieu
          thereof the text "[Reserved]";

     (b)  deleting the word "and" between  clauses (1) and (2) of clause (ii)(C)
          thereof;

     (c)  inserting, immediately before the semicolon (";") at the end of clause
          (ii)(C) thereof, the following text:

          "and (3) the  Consignee  may declare or pay dividends to the Parent in
          an aggregate  amount not to exceed  $20,000,000 in order to enable the

<PAGE>
                                      -5-


          Parent to repurchase up to $20,000,000 of its own Equity  Interests in
          open market transactions"; and

     (d)  deleting  clause (H) thereof in its entirety and  substituting in lieu
          thereof the following text:

          "(H) The  Consignee  may  purchase  all,  but not less than all of the
          capital  stock  of  each  of  Finlay   Merchandising  and  eFinlay  in
          connection with the creation thereof by the Consignee."

     ss.5.  Amendment of  ss.8.2(e)(iii) of the Consignment  Agreement.  Section
8.2(e)(iii) of the Consignment  Agreement is hereby amended by deleting  clauses
(H) and (I) (but not the proviso at the end of ss.8.2(e)(iii))  and substituting
in lieu thereof the  following  text:  "(H) the Sonab  Transfer  pursuant to the
Sonab Transfer Agreement,  (I) in connection with the transactions  contemplated
by the eFinlay  Contribution  Agreement and eFinlay's  sale from time to time to
800-Flowers.com,  Inc., a New York  corporation,  of  inventory  pursuant to the
eFinlay Marketing  Agreement,  the transfer from the Consignee to eFinlay of the
assets described on Exhibit A to the Eleventh  Amendment and inventory  pursuant
to purchase  orders issued from time to time by eFinlay to the Consignee for the
purchase of inventory for a purchase price at least equal to the cost thereof to
the  Consignee,  or (J)  sales or  other  transfers  of  assets  other  than the
foregoing, having a value, together with the value of all other such property of
the Consignee and its  Subsidiaries  so sold since June 15, 1995, of not greater
than $5,000,000;".

     ss.6.  Amendment of ss.9(d) to the Consignment  Agreement.  Section 9(d) of
the Consignment Agreement is hereby amended by inserting,  immediately after the
text  "Security  Agreement"  in each of the two places in which it appears,  the
text "or in ss.4 of the eFinlay Security Agreement".

     ss.7. Amendment of Schedule XI to the Consignment Agreement. Schedule XI to
the  Consignment  Agreement is hereby amended by inserting,  at the end thereof,
the following items:

          "Transfer  of  inventory  from the  Consignee  to eFinlay  pursuant to
          purchase  orders  issued by  eFinlay  from time to time for a purchase
          price not less than the cost thereof to the Consignee."

          "Lease by the Consignee to eFinlay of approximately  6,000 square feet
          of space in the Consignee's  Connecticut  distribution center pursuant
          to and on the terms and  conditions  set  forth in the  eFinlay  Lease
          Agreement."

     ss.8. Amendment of the Security Agreement. The Security Agreement is hereby
amended by deleting all references  contained therein to the Uniform  Commercial
Code of the State of Rhode Island and substituting in lieu thereof

<PAGE>
                                      -6-


references to the Uniform Commercial Code of or as in effect in the Commonwealth
of Massachusetts.

     ss.9.  Limited  Consent.  Subject to the satisfaction of the conditions set
forth in ss.10  hereof,  the  Consignor  hereby  consents to the  execution  and
delivery by the Consignee of Amendment No. 10 and Consent,  amending the Amended
and  Restated  Credit  Agreement  dated  as of  September  11,  1997  among  the
Consignee,  the Parent,  the Dollar Agent and the Lenders  party  thereto,  such
Amendment being in substantially the form attached hereto as Exhibit B.

     ss.10.  Representations and Warranties. The Consignee hereby represents and
warrants to the Consignor as follows:

     (a)  Representations and Warranties.  The representations and warranties of
          the Consignee and eFinlay  contained in the Consignment  Agreement and
          the other Consignment  Documents were true and correct in all material
          respects when made and continue to be true and correct in all material
          respects on the date hereof, except to the extent of changes resulting
          from  transactions   contemplated  or  permitted  by  the  Consignment
          Documents  and this  Amendment  and changes  occurring in the ordinary
          course of business that do not result in a Materially  Adverse Effect,
          and to the extent  that such  representations  and  warranties  relate
          expressly to an earlier date.

     (b)  Authority, No Conflicts, Etc. The execution,  delivery and performance
          by the  Consignee  of this  Amendment  and by eFinlay  of the  eFinlay
          Guaranty  and the  eFinlay  Security  Agreement  (each as  hereinafter
          defined  and   collectively   with  this  Amendment,   the  "Amendment
          Documents"),  and the  consummation of the  transactions  contemplated
          hereby and thereby (i) are within the corporate power of the Consignee
          and eFinlay and have been duly  authorized by all necessary  corporate
          action on the part of the Consignee  and eFinlay,  (ii) do not require
          any approval or consent of, or filing with, any governmental agency or
          authority, or any other person,  association or entity (except for the
          consent of the Dollar Agent and the lenders under the Dollar Facility,
          which consent is being obtained  concurrently  herewith as required by
          ss.11  hereof),  which bears on the  validity of this  Amendment,  the
          other Amendment  Documents or the  Consignment  Documents and which is
          required by law or the  regulation or rule of any agency or authority,
          or other  person,  association  or entity,  (iii) do not  violate  any
          provisions  of any law,  rule or  regulation  or any  provision of any
          order,  writ,  judgment,  injunction,  decree,  determination or award
          presently in effect in which the  Consignee is named in a manner which
          has or could  reasonably  be  expected  to have a  Materially  Adverse
          Effect,  (iv) do not violate any provision of the Charter Documents of
          the  Consignee  or  eFinlay,  (v) do not  result  in any  breach of or
          constitute a default under any agreement or

<PAGE>
                                      -7-


          instrument to which the Consignee or eFinlay is a party or by which it
          or any of its properties is bound,  including  without  limitation any
          indenture,  loan  or  credit  agreement,  lease,  debt  instrument  or
          mortgage,  in a manner  which has or could  reasonably  be expected to
          have a Materially Adverse Effect, and (vi) do not result in or require
          the creation or  imposition of any  mortgage,  deed of trust,  pledge,
          lien,  security  interest or other charge or encumbrance of any nature
          upon any of the  assets or  properties  of the  Consignee  or  eFinlay
          except in favor of the Consignor pursuant to the Security Documents.

     (c)  Enforceability  of  Obligations.  Each of the Amendment  Documents has
          been duly  executed  and  delivered by the  Consignee  and eFinlay and
          constitutes the legal,  valid and binding  obligation of the Consignee
          and  eFinlay,   enforceable  against  the  Consignee  and  eFinlay  in
          accordance  with  its  terms,  provided  that (a)  enforcement  may be
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          fraudulent  conveyance  or  transfer,  moratorium  or similar  laws of
          general  application  affecting  the rights and remedies of creditors,
          and (b)  enforcement  may be subject to general  principles of equity,
          and the  availability  of the  remedies  of specific  performance  and
          injunctive relief may be subject to the discretion of the court before
          which any proceedings for such remedies may be brought.

     ss.11. Conditions to Effectiveness. This Amendment shall be effective as of
the date first above written (the "Effective Date") upon the Consignor's receipt
of each of the following, in each case in form and substance satisfactory to the
Consignor:

     (a)  this  Amendment  duly  executed  by  each  of the  Consignee  and  the
          Consignor;

     (b)  a Guaranty in the form of Exhibit C hereto (the  "eFinlay  Guaranty"),
          duly  executed by  eFinlay,  and a Security  Agreement  in the form of
          Exhibit D hereto (the "eFinlay  Security  Agreement") and a Perfection
          Certificate  in  the  form  of  Exhibit  E  hereto  (the   "Perfection
          Certificate"),  each  duly  executed  by  each  of the  Consignor  and
          eFinlay;

     (c)  a copy,  certified  by the  Secretary  of  eFinlay  as being  true and
          complete as of the Effective  Date of (i) its charter  documents as in
          effect on such date of certification, (ii) its by-laws as in effect on
          such date, and (iii) resolutions of its Board of Directors authorizing
          the execution and delivery by eFinlay of, and the  performance  of its
          obligations under, each of the Guaranty and the Security Agreement;

     (d)  an incumbency certificate, dated as of the Effective Date, signed by a
          duly authorized officer of eFinlay, and giving the name of and bearing
          a specimen  signature of each  individual  who shall be  authorized to

<PAGE>
                                      -8-


          sign, in the name and on behalf of eFinlay, the eFinlay Guaranty,  the
          eFinlay  Security  Agreement,  the  Perfection  Certificate  and  this
          Amendment;

     (e)  good  standing  certificates  for eFinlay,  issued by the Secretary of
          State of its  jurisdiction of incorporation  and each  jurisdiction in
          which it has qualified to do business;

     (f)  UCC-1 consignment and non-consignment financing statements identifying
          the  Consignor as the secured  party and eFinlay as the debtor,  to be
          filed in each  jurisdiction  in which the  Consignor  requests  filing
          thereof;

     (g)  the legal  opinion of Blank Rome Tenzer  Greenblatt  LLP as to certain
          matters regarding eFinlay and the Guaranty and Security Agreement;

     (h)  an  amendment to the  Intercreditor  Agreement,  in the form  attached
          hereto  as  Exhibit  F,  duly  executed  by the  Dollar  Agent and the
          Consignor;

     (i)  copies of the eFinlay Marketing  Agreement,  the eFinlay  Contribution
          Agreement,  the eFinlay FM Services  Agreement,  the eFinlay Inventory
          Sale Agreement,  the eFinlay Lease Agreement and the eFinlay  Services
          Agreement (as each such term is defined in the amendments contained in
          ss.1 hereof),  each duly  executed by each of the parties  thereto and
          duly  certified  by  the  Secretary  or  Assistant  Secretary  of  the
          Consignee  as being  true,  correct,  complete  and in full  force and
          effect, without further amendment or modification;

     (j)  evidence of the  Consignee's  receipt of all necessary or  appropriate
          third  party  consents or  approvals  to the  amendments  contemplated
          hereby (including consents or approvals of the execution, delivery and
          performance  by  eFinlay  of the  eFinlay  Guaranty  and  the  eFinlay
          Security  Agreement),   including,  without  limitation,  consents  or
          approvals  from the Dollar  Agent and each of the  applicable  lenders
          under the Dollar Facility; and

     (k)  such other documents or items as the Consignor may request.

     ss.12. Ratifications,  etc. Except as expressly provided in this Amendment,
all of the terms  and  conditions  of the  Consignment  Agreement  and the other
Consignment  Documents shall remain in full force and effect.  All references in
the  Consignment  Agreement  or  any  related  agreement  or  instrument  to the
Consignment  Agreement shall hereafter  refer to the Consignment  Agreement,  as
amended  hereby.  The Consignee  confirms and agrees that the Obligations of the
Consignee  to the  Consignor  under the  Consignment  Documents,  as amended and

<PAGE>
                                      -9-


supplemented  hereby,  are secured by and are  entitled  to the  benefits of the
Security Documents.

     ss.13.  Expenses.  Without limiting the expense reimbursement  requirements
set forth in ss.11 of the Consignment Agreement,  the Consignee agrees to pay on
demand all costs and  expenses,  including  reasonable  attorneys'  fees, of the
Consignor incurred in connection with this Amendment.

     ss.14.  No Implied Waiver.  Except as expressly  provided  herein,  nothing
contained  herein shall  constitute a waiver of, impair or otherwise  affect any
Obligations,  any  other  obligations  of  the  Consignee  or any  right  of the
Consignor consequent thereon.

     ss.15.  Governing  Law.  This  Amendment  is  intended to take effect as an
instrument  under seal and shall be  construed  according to and governed by the
internal laws of the Commonwealth of Massachusetts.

     ss.16.  Execution in  Counterparts.  This  Amendment may be executed in any
number of  counterparts  and by each  party on a separate  counterpart,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
together shall  constitute one instrument.  In proving this Amendment,  it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

<PAGE>
                                      -10-


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

                                       FINLAY FINE JEWELRY
                                         CORPORATION

                                       By: /s/ Bruce Zurlnick
                                          ----------------------------------
                                          Name: Bruce Zurlnick
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer


                                       SOVEREIGN BANK, as successor to
                                       FLEET NATIONAL BANK, formerly known
                                       as BANKBOSTON, N.A., as successor
                                       in interest to RHODE ISLAND HOSPITAL
                                       TRUST NATIONAL BANK

                                       By: /s/ Patricia Malerba
                                          ----------------------------------
                                          Name: Patricia Malerba
                                          Title:  Vice President


     The  undersigned  hereby  acknowledges  the foregoing  Amendment No. 11 and
Limited Consent as of the Effective Date and agrees that its  obligations  under
the eFinlay Guaranty will extend to the Consignment Agreement, as so amended and
the other Consignment Documents.

                                       eFINLAY, INC.

                                       By: /s/ Bonni Davis
                                          ----------------------------------
                                          Name: Bonni Davis
                                          Title: Secretary


                                       By: /s/ Bruce Zurlnick
                                          ----------------------------------
                                          Name: Bruce Zurlnick
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer

<PAGE>


                                    Exhibit A


Assets contributed to eFinlay:

          Item                                             Net Book Value
          ----                                             --------------

          Cash                                                $ 1,000
          3 new Conveying Solutions Packing Tables              3,015
          4 new Industrial 24x36 Carts                            429
          3 new Filing Cabinets                                   748
          1 new 2 ton Jack Palleti                                312
          100 linear feet of used shelving                      4,500
          2 used desks                                            750
          2 used credenzas                                        550
          2 Used PCs/Printers/Screens                           1,535
                                                              -------

          Total                                               $12,839


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</DOCUMENT>
