EXHIBIT 10.14


THIRD AMENDMENT TO AMENDED AND RESTATED
CONSIGNMENT AGREEMENT


     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT  AGREEMENT is made
as of the day of July,  1994, 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 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 11(p) of the Agreement is hereby amended to read in
its entirety as follows:

          "(p) Maintain at all times Equity  Precious  Metal (i) in an aggregate
amount  equal to or greater  than the  aggregate  quantity of Precious  Metal of
Buyer  outstanding  (A)  on  consignment  to  foreign  Subsidiaries,  (B) in the
possession of foreign sales  representatives  or otherwise outside of the United
States,  (C) on memo or  consignment  to  customers  of  Buyer,  plus (D) in the
possession of fabricators, refiners and subcontractors not identified on Exhibit
A attached  hereto,  and (ii) with respect to other Precious  Metal  consignors,
lenders or the like (including,  without  limitation,  the Metal  Consignors) in
amounts  which would be required by such parties (as may or may not be the case)
as if the advance rates in their  consignment or lease  agreements were the same
as the rates  included  in, and  computed  and defined in the same manner as set
forth in, the




definition of "Consignment Limit" herein. For the purpose of
computing compliance with this Section, any Precious Metal
purchased by Buyer pursuant to any term receivable or other
financing arrangements which remain unpaid will be treated as
consigned Precious Metal;. . . ."

     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  any   fabricator,   refiner  or
subcontractor  not  identified on Exhibit A attached  hereto in an amount at any
time in excess of one hundred (100) troy ounces."

     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
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/ A. J. Capuano     __
                                  Title: V.P.


                                   By:__/s/ Karen M. McGrath
                                 Title: A.V.P.


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

By:__/s/ C. William Carey__        By:__/s/ C. William Carey__
Title:  President & Chairman       Title:  President, CEO,
                                           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


WPPAJC-2862