EXHIBIT 10.26


SECOND AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT


     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT is made
as of the day of July, 1994, by and between REPUBLIC  NATIONAL BANK OF NEW YORK,
a  national  banking  association  ("Consignor")  and  TOWN &  COUNTRY  REPUBLIC
NATIONAL BANK OF NEW YORK CORPORATION, a Massachusetts corporation ("T&C"), TOWN
& COUNTRY FINE JEWELRY GROUP, INC., a Massachusetts  corporation ("Group"), L.G.
BALFOUR COMPANY, INC., a Delaware corporation  ("Balfour") and GOLD LANCE, INC.,
a  Massachusetts  corporation  ("GLI") (T&C,  Group,  Balfour and GLI are herein
referred to, jointly and severally, as "Buyer").

W I T N E S S E T H    T H A T

     WHEREAS,  Consignor and Buyer are parties to a certain Amended and Restated
Consignment  Agreement  dated as of May 14, 1993 (as amended  from time to time,
the "Agreement"); and

     WHEREAS,  the parties  hereto desire to amend the Agreement as  hereinafter
set forth.

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

     1.   Section 12(m) of the Agreement is hereby amended to read in
its entirety as follows:

          "(m) Have more than thirteen thousand (13,000) troy ounces of Precious
Metal in the aggregate at any one time at, or in transit to or from, fabricators
and refiners;"

     2.   Section 12(n) of the Agreement is hereby amended to read in
its entirety as follows:

          "(n) Permit at any time its Consolidated Tangible Net Worth to be less
than (i)  Forty-three  Million  Dollars  through  June 30,  1994,  or (ii) Forty
Million Dollars  ($40,000,000)  from July 1, 1994 through  November 26, 1994, or
(iii) Forty-three Million Dollars ($43,000,000) thereafter;"

     3.   Section 12 of the Agreement is hereby further amended by
adding thereto the following new subsection:

          "(x)   Deliver   Precious   Metal   to   fabricators,   refiners   and
subcontractors  not identified on Exhibit A attached  hereto in an amount at any
time: (i) in the case of any individual  fabricator,  refiner or  subcontractor,
not to exceed one hundred (100) troy ounces;  and (ii) in the aggregate,  not to
exceed the difference  (if any) between (x) Equity  Precious Metal of the Buyer,
and (y) Equity  Precious  Metal  required to be  maintained  pursuant to Section
11(p) hereof."

     4. To induce  Consignor  to enter  into this  Amendment,  Buyer  hereby (a)
represents and warrants to Consignor that on and as of the date hereof, Buyer is
not in material  default of any  covenant  set forth in the  Agreement,  and (b)
except as  disclosed  in writing to  Consignor  contemporaneously  with  Buyer's
execution  hereof,  restates  as of the date hereof and  incorporates  herein by
reference all representations and warranties set forth in the Agreement,  except
that for the  purposes  of such  incorporation  by  reference,  the  term  "this
Agreement" shall be amended to refer to "this Amendment".

     5. Except as amended  hereby,  the Agreement shall remain in full force and
effect and is in all respects hereby ratified and affirmed.

     6. Buyer hereby  covenants  and agrees to pay all  out-of-pocket  expenses,
costs and charges  incurred by  Consignor  (including  the  reasonable  fees and
disbursements  of its counsel) in connection with the preparation and implements
of this Amendment.

     IN WITNESS WHEREOF,  the undersigned  parties have caused this Amendment to
be executed by their  respective duly  authorized  officers as of the date first
above written.

                                   REPUBLIC NATIONAL BANK
                                  OF NEW YORK

                             By: /s/ Robert Castro
                                      Title: Asst. Vice President





L.G. BALFOUR COMPANY, INC.         TOWN & COUNTRY CORPORATION

By: /s/ C. William Carey           By: /s/ C. William Carey
   Title:  President and              Title: President, CEO,
           Chairman                          and Chairman


GOLD LANCE, INC.                   TOWN & COUNTRY FINE JEWELRY
                                  GROUP, INC.

By: /s/ C. William Carey           By: /s/ C. William Carey
   Title:  Chairman & CEO             Title:  President



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