EXHIBIT 10.13


SECOND AMENDMENT TO AMENDED AND RESTATED
CONSIGNMENT AGREEMENT


     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT is made
as of the 1st day of December , 1993, by and between

     FLEET PRECIOUS METALS INC., a Rhode Island corporation
("Consignor"); and

     TOWN & COUNTRY 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  heretofore  amended by a
certain First Amendment to Amended and Restated  Consignment  Agreement dated as
of October 20, 1993 (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(k) of the Agreement is hereby amended to read in
its entirety as follows:

          "(k)  Consign or deliver on memo or any similar  arrangement  Precious
Metal to its  customers  which,  in the  aggregate,  at any one time exceeds (i)
during the period  October 1, 1993,  through  February  28,  1994,  twenty-three
thousand five hundred  (23,500) troy ounces of Precious  Metal,  and (ii) at all
other times,  twenty  thousand  (20,000) troy ounces of Precious  Metal (for the
purposes of this subsection  (k),  Balfour sales  representatives'  sample lines
will be treated as consignments to customers); ...."





     2. 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".

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

     4. 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
implementation 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.

                                   FLEET PRECIOUS METALS INC.


                                   By:__/s/ Anthony J. Capuano__
                                      Title:  Vice President


                                   By:__/s/ _______ _______   __
                                      Title:  Vice President


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

By:__/s/ Francis X. Correra__      By:__/s/ Francis X. Correra__
   Title:  Exec. V.P. &               Title:  Sr. Vice President
           Treasurer & Dir.                   & CFO


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

By:__/s/ Francis X. Correra__      By:__/s/ Francis X. Correra__
   Title:  Treasurer                  Title:  V.P. Finance
           & Director


WPPAJC-2459