AMENDMENT
                                       TO
                               SECURITY AGREEMENT

     AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT, dated as of May 19,
2005 (this "Amendment"), by and among FINLAY FINE JEWELRY CORPORATION, a
Delaware corporation ("Borrower"), FINLAY JEWELRY, INC., a Delaware corporation,
("Finlay"), FINLAY MERCHANDISING & BUYING, INC., a Delaware corporation ("Finlay
Merchandising"), eFINLAY, INC., a Delaware corporation ("eFinlay"), CARLYLE &
CO. JEWELERS, a Delaware corporation ("Carlyle"), CARLYLE & CO. OF MONTGOMERY
("Montgomery"), an Alabama corporation, PARK PROMENADE, INC., a Florida
corporation ("Park Promenade") and J.E. CALDWELL CO., a Pennsylvania corporation
("J.E. Caldwell"); (Borrower, Finlay, Finlay Merchandising, eFinlay, Carlyle,
Montgomery, Park Promenade and J.E. Caldwell are sometimes collectively referred
to herein as "Grantors" and individually as a "Grantor"), and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation ("GE Capital"), individually and as
agent for the Lenders (in such capacity, the "Agent").

                                    RECITALS

     WHEREAS, the Grantors and the Agent have entered into and are parties to
that certain Amended and Restated Security Agreement, dated as of January 22,
2003, as supplemented by that certain Joinder Agreement, dated as of May 19,
2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "Security Agreement"); and

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

                                    AGREEMENT

     1. Amendments to Security Agreement. The Security Agreement is hereby
amended as follows:

          All Schedules to the Security Agreement are hereby amended and
restated in their entirety and replaced by the Schedules attached hereto as
Exhibit A.

     2. Conditions to the Effectiveness of this Amendment. This Amendment shall
become effective as of the date first referenced above; provided that each of
the following conditions shall have been satisfied by the Grantors or duly
waived by the Agent (the "Amendment Effective Date"):

          (a) Agent shall have received this Amendment, duly executed by each
signatory hereto;



          (b) Corporate and other Proceedings. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment shall be
satisfactory in all respects to Agent;

          (c) Representations and Warranties. Each of the representations and
warranties contained in the Security Agreement shall be true and correct in all
material respects on and as of the Amendment Effective Date, in each case, as if
made on and as of the Amendment Effective Date;

          (d) No Default or Event of Default. After giving effect to this
Amendment, no Default or Event of Default (except for those that may have been
duly waived) shall have occurred and be continuing.

     3. No Other Amendment or Waiver. This Amendment shall not constitute an
amendment or waiver of any provision of the Security Agreement not expressly
referred to herein and shall not be construed as a waiver or consent to any
further or future action on the part of the Grantors that would require a waiver
or consent of the Agent. Except as expressly modified hereby, all the terms,
provisions and conditions of the Security Agreement are and shall remain
unchanged and shall continue in full force and effect.

     4. Acknowledgments. The Grantors acknowledge, ratify and reaffirm the
validity and enforceability of the Security Agreement and all Liens and security
interests granted thereunder to Lenders and Agent as collateral security for its
Obligations and acknowledges that all such Liens and security interests and all
collateral pledged as security for the Obligations continue to be and remain
collateral for the Obligations from and after the date hereof.

     5. Miscellaneous. The terms of this Amendment shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
assigns.

     6. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN
DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

     7. Counterparts. This Amendment may be authenticated in any number of
separate counterparts, each of which shall collectively and separately
constitute one and the same agreement. This Amendment may be authenticated by
manual signature, facsimile or, if approved in writing by Agent, electronic
means, all of which shall be equally valid.

     8. Severability. Wherever possible, each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any


                                        2



provision of this Amendment shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provision
of this Amendment.


                                        3



     IN WITNESS WHEREOF, the parties hereto have caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above written.

                                        FINLAY FINE JEWELRY CORPORATION


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        FINLAY JEWELRY, INC.


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        FINLAY MERCHANDISING & BUYING, INC.


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        eFINLAY, INC.


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        CARLYLE & CO. JEWELERS


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer

                SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT



                                        CARLYLE & CO. OF MONTGOMERY


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        PARK PROMENADE, INC.


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer


                                        J.E. CALDWELL CO.


                                        By: /s/ Bruce Zurlnick
                                            ------------------------------------
                                        Name: Bruce Zurlnick
                                        Title: SVP, CFO & Treasurer

                SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT



                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Agent


                                        By: /s/ Charles Chiodo
                                            ------------------------------------
                                        Name: Charles Chiodo
                                        Title: Duly Authorized Signatory

                SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT