EXHIBIT 10(b)

LIMITED WAIVER AND AMENDMENT NO. 4
TO
2001 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This Limited Waiver and Amendment No. 4 (the "Amendment"),
dated as of October 31, 2003, is by and among THC SYSTEMS, INC. (the "Company"),
ONEIDA LTD., a New York corporation (the "Guarantor"), ALLSTATE INSURANCE
COMPANY ("Allstate"), ALLSTATE LIFE INSURANCE COMPANY ("Allstate Life") and
PACIFIC LIFE INSURANCE COMPANY (together with Allstate and Allstate Life, the
"Purchasers").

R E C I T A L S

A. Company, Guarantor and the Purchasers are parties to the 2001
Amended and Restated Note Purchase Agreement dated as of May 1, 2001 pertaining
to those certain notes with a maturity date of May 31, 2005, as amended by a
Waiver and Amendment No. 1 to 2001 Amended and Restated Note Agreement dated as
of December 7, 2001, an Amendment No. 2 to 2001 Amended and Restated Note
Agreement dated as of April 23, 2002, and an Amendment No. 3 to 2001 Amended and
Restated Note Agreement dated as of April 24, 2003 (as so amended or otherwise
modified, the "Note Agreement")

B. The Company and the Guarantor have requested that the
Purchasers waive (i) payment of the mandatory principal payment due to the
Purchasers on November 1, 2003 in the amount of $3,890,000 pursuant to Section
2.1(a) of the Note Agreement (the "Sinking Fund Payment") until November 21,
2003 and (ii) the Events of Default arising out of the Company's and the
Guarantor's failure to comply with Section 7.12(a), (b), (c) and (d) of the Note
Agreement for the Fiscal Quarter ended October 25, 2003 and make certain
amendments to the Note Agreement.

C. Each of the Purchasers are willing to grant the waiver requested by
the Company and the Guarantor and amend the Note Agreement subject to and upon
the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Definitions. All capitalized terms used in this Amendment which are
not otherwise defined shall have the meanings given to those terms in the Note
Agreement, except where such terms are amended herein.

2. Waiver. The Purchasers hereby waive, for the period commencing on
the Effective Date (as defined below) of this Amendment and ending on November
21, 2003 (the "Waiver Period"), (a) payment of the Sinking Fund Payment and (b)
the Events of Default created as a result of Guarantor's failure to comply with
Sections 7.12(a), (b), (c) and (d) of the Note Agreement for the Fiscal Quarter
ended October 25, 2003; provided that upon the expiration of the Waiver Period,
the waiver provided for herein shall be immediately (without cure period or
notice) and automatically terminated in its entirety and be of no force and
effect as if the waiver had never been granted; provided further that in the
event that any other creditor, or group of creditors, of the Guarantor or any of
its Subsidiaries with claims aggregating in excess of $1,000,000, (A)
accelerates the obligations of the Guarantor or such Subsidiary to such
creditor, (B) commences enforcement of their rights and remedies in respect of
the obligations of the Guarantor or such Subsidiary to such creditor, or (C)

takes any other action against the Guarantor or any such Subsidiary to improve
their position as creditors of the Guarantor or such Subsidiary (it being
understood that none of a meeting among lenders to discuss options and
alternatives, the mere sending of a notice of default or reservation of rights
or the charging of a customary work fee shall constitute such an action), the
waiver provided for herein shall be immediately (without cure period or notice)
and automatically terminated in its entirety and be of no force and effect as if
the waiver had never been granted. This waiver is limited to payment of the
Sinking Fund Payment and the Guarantor's and the Company's failure to comply
with Sections 7.12(a), (b), (c) and (d) at October 25, 2003 and shall not
constitute or be construed as a waiver or any other presently existing or future
Events of Default.

3. Amendment to Section 3.1(e) of Note Agreement. Section 3.1(e) is
amended in its entirety to read as follows:

(e) No Contingent Liabilities or Adverse Changes. Neither the
Guarantor nor any of its Subsidiaries has any contingent liabilities
which are material to the Guarantor and its Subsidiaries taken as a
whole other than (i) as indicated on the financial statements
described in the foregoing paragraph (d) of this Section 3.1, and
(ii) that may arise or may have arisen in connection with charges
related to FAS 87. For any representation and warranties made on or
after the Amendment No. 4 Effective Date, since January 27, 2001,
there has been no material adverse change in the business, assets,
operations, prospects or condition, financial or otherwise, of the
Guarantor and its Subsidiaries, taken as a whole, and no sale,
transfer or other disposition of a material part of the assets or
business of the Guarantor or any Subsidiary, except for any material
adverse change that has been publicly disclosed or otherwise
disclosed in writing to the Purchasers on or before the Amendment
No. 4 Effective Date.

4. Amendment to Section 5.1 of Note Agreement. Section 5.1 of the Note
Agreement is hereby amended by inserting the following new defined term in the
appropriate alphabetical order:

Amendment No. 4 Effective Date" means the date on which all the
conditions to the Limited Waiver and Amendment No. 4, dated October
31, 2003 have been satisfied.

5. Representations and Warranties. Each of the Guarantor and the
Company represents and warrants to the Purchasers that the following statements
are true, correct and complete:

(a) Representations and Warranties. Each of the representations and
warranties made by the Guarantor and the Company in the Note Agreement, as
amended hereby, is true and correct on and as of the date of this Amendment.

(b) No Default or Event of Default. After giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.

(c) Execution, Delivery and Enforceability. This Amendment has
been duly and validly executed and delivered by each of the Guarantor, the
Company and each Subsidiary Guarantor and constitutes each such Person's legal,
valid and binding obligation, enforceable against such Person in accordance with
its terms.

6. Covenants. In order to induce the Purchasers to enter into this
Amendment, each of the Guarantor and the Company hereby agrees to the following
covenants, the failure to perform any of which will be an additional Event of
Default under the Credit Agreement:

(a) Retention of Financial Advisor. Bingham McCutchen LLP
("Bingham"), as counsel to the Purchasers, may, at the sole discretion and
direction of the Purchasers, retain a financial advisor for the Purchasers
pursuant to an agreement in form and substance reasonably satisfactory to the
Guarantor, the Purchasers and Bingham. In the event that the Purchasers cause
the retention of a financial advisor as set forth in the foregoing sentence, the
Guarantor shall enter into a separate engagement agreement with such financial
advisor, which agreement will (A) define the scope of the financial advisor's
services as may reasonably be agreed, and (B) provide that the Guarantor will
reimburse such financial advisor directly for the reasonable costs of the
services rendered and the reasonable expenses incurred in connection with their
engagement as financial advisor for the Purchasers. Notwithstanding the
foregoing, the financial advisor will be retained solely by Bingham for the
benefit of the Purchasers and there will be no client relationship between the
financial advisor and the Guarantor. To the extent such financial advisor is
also the financial advisor to the Lenders and the Administrative Agent, such
financial advisor shall immediately deliver to each of the Purchasers and
Bingham copies of all documentation and other information previously delivered
to the Lenders and/or the Administrative Agent relating to the Company, the
Guarantor, and its Subsidiaries.

(b) Strategic Plans. The Guarantor shall continue to develop the
strategic plans of the Guarantor and the Guarantor shall deliver to the
Purchasers (i) on or prior to November 14, 2003, an initial strategic plan
summary, in identical form as the initial strategic plan summary delivered to
the Lenders, (ii) on or prior to November 18, 2003, a preliminary strategic plan
report, in identical form as the initial strategic plan summary delivered to the
Lenders, and (iii) on or prior to November 7, 2003, any term sheet or similar
document in connection with any financing transaction of a material nature.

(c) Financial Forecast. On or prior to November 14, 2003, the
Guarantor shall deliver to the Purchasers a pro forma cash flow forecast
(monthly through fiscal year end 2005), pro forma profit and loss forecast
(monthly through fiscal year end 2005) and pro forma balance sheet (monthly
through fiscal year end 2005), including a detailed description of the
assumptions for each such forecast, in form and substance reasonably
satisfactory to the Purchasers, for the period through fiscal year end 2005.

(d) Pledged Securities. On or prior to November 21, 2003, the
Guarantor shall have executed and delivered an amendment to the Pledge
Agreement, substantially in the form of Exhibit 1 attached hereto, and shall
have delivered to the Collateral Agent one or more stock certificates (together
with one or more stock powers duly executed by the appropriate Grantor in blank)
with respect to the stock pledged thereunder.

7. Conditions to Effectiveness of Amendment. This Amendment shall be
effective on the date (the "Effective Date") when and if each of the following
conditions is satisfied:

(a) Consent of Subsidiary Guarantors. Each of the Subsidiary
Guarantors shall have executed and delivered to Bingham the Consent of
Subsidiary Guarantors attached to this Amendment.

(b) No Default or Event of Default; Accuracy of Representations and
Warranties. The Guarantor and the Company shall deliver to each of the
Purchasers a certificate of a Financial Officer certifying that, after giving
effect to this Amendment, no Default or Event of Default shall exist and each of
the representations and warranties made by the Guarantor or any of its
Subsidiaries herein and in or pursuant to the Transaction Documents shall be
true and correct in all material respects as if made on and as of the date on
which this Amendment becomes effective.

(c) Expense Reimbursements. The Guarantor and the Company shall have
executed the engagement letter of Bingham in the form attached hereto as Exhibit
2 and shall have paid to Bingham the retainer amount referred to therein. The
Guarantor shall further have paid all reasonable invoices presented to the
Guarantor for expense reimbursements (including reasonable attorneys' and
financial advisors' fees and disbursements) due to the Purchasers in accordance
with Section 11.1 of the Note Agreement.

(d) Execution by Purchasers. Bingham shall have received a
counterpart of this Amendment duly executed and delivered by the Guarantor, the
Company and each Purchaser.

(e) Waiver Pursuant to Credit Agreement. Bingham shall have received
a copy of an executed waiver of any Default or Event of Default arising under
the Credit Agreement, duly executed by the Guarantor, the Administrative Agent
and the Lenders, (i) deferring the scheduled reduction in the Lenders' Revolving
Commitments (as defined in the Credit Agreement) to no earlier than November 21,
2003 and (ii) waiving any Default or Event of Default arising from failure to
satisfy any financial covenants under Section 6.11 of the Credit Agreement to
November 21, 2003.

8. Further Assurances. Each of the Guarantor and the Company agrees, at
its own expense, to execute, acknowledge, deliver and cause to be duly filed all
such further instruments and documents and take all such actions as the
Collateral Agent may from time to time reasonably request to better assure,
preserve, protect and perfect the Security Interest (as defined in the Security
Agreement) and the rights and remedies created thereby. In addition, as further
security for payment and performance of the obligations under the Note Agreement
and as consideration for the Purchasers' agreement to enter into this Amendment,
the Guarantor and the Company hereby further agrees to grant a perfected pledge
and security interest in any additional collateral as the Collateral Agent may
reasonably request.

9. Release. For purposes of this Section, the following terms shall
have the following definitions:

(a) Related Parties" shall mean, with respect to any released party,
such party's parents, subsidiaries, affiliates, successors, assigns,
predecessors in interest, officers, directors, employees, agents,

representatives, attorneys, financial advisors, accountants and shareholders, if
any.

(b) "Claims" shall mean any and all claims, losses, debts,
liabilities, demands, obligations, promises, acts, omissions, agreements, costs,
expenses, damages, injuries, suits, actions, causes of action, including without
limitation, any and all rights of setoff, recoupment or counterclaim of any kind
or nature whatsoever, in law or in equity, known or unknown, suspected or
unsuspected, contingent or fixed.

Excluding only the continuing obligations of the Purchasers under the
express terms of the Note Agreement, the Transaction Documents and this
Amendment, each of the Guarantor and the Company hereby releases, acquits and
forever discharges the Purchasers, and each of them, and their respective
Related Parties, of and from any and all Claims arising out of, related or in
any way connected with the Note Agreement, the Transaction Documents or the
transactions contemplated by any thereof, including, without limitation, any
action or failure to act, prior to the execution of this Amendment, in response
to or otherwise in connection with the events or circumstances arising under or
otherwise related to the Note Agreement, the Transaction Documents or any
Defaults or Events of Default occurring under the Note Agreement or the
Transaction Documents.

10. Acknowledgement. Each of the Guarantor and the Company hereby
confirms and acknowledges as of the date hereof that it is validly and justly
indebted to the Purchasers for the payment of all obligations under the Note
Agreement and the Notes without offset, defense, cause of action or counterclaim
of any kind or nature whatsoever.

11. Confirmation of Note Agreement and Security Documents. Except as
amended by this Amendment, all the provisions of the Note Agreement remain in
full force and effect from and after the date hereof, and each of the Guarantor
and the Company hereby ratifies and confirms the Note Agreement and each of the
documents executed in connection therewith. This Amendment shall be limited
precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the
Note Agreement or any of the instruments or agreements referred to therein or
(b) to prejudice any right or rights which the Purchasers may now have or have
in the future under or in connection with the Note Agreement or any of the
instruments or agreements referred to therein. From and after the date hereof,
all references in the Note Agreement to "this Agreement", "hereof", "herein", or
similar terms, shall refer to the Note Agreement as amended by this Amendment.
Each of the Guarantor and the Company also ratifies and confirms that the
Security Documents remain in full force and effect in accordance with their
terms and are not impaired or affected by this Amendment.

12. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Delivery of an executed
signature page to this Amendment by facsimile or as an electronic attachment to
an email transmission shall be as effective as delivery of a manually signed
counterpart.

13. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Illinois.

14. Time is of the Essence. Time is of the essence with respect to all
terms set forth in this Amendment.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the day and year first above written.

ONEIDA LTD.

By: /s/ GREGG R. DENNY
------------------
Name: Gregg R. Denny
Title: Chief Financial Officer

THC SYSTEMS, INC.

By: /s/ GREGG R. DENNY
------------------
Name: Gregg R. Denny
Title: Chief Financial Officer

[ADDITIONAL SIGNATURE PAGES TO FOLLOW]

ALLSTATE INSURANCE COMPANY

By: /s/ JERRY D. ZINKULA
------------------------------------------------------
Name:
Title:

By: /s/ ROBERT BODTTL
------------------------------------------------------
Name:
Title:

Authorized Signatories

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ JERRY D. ZINKULA
------------------------------------------------------
Name:
Title:

By: /s/ ROBERT BODTTL
------------------------------------------------------
Name:
Title:

Authorized Signatories

PACIFIC LIFE INSURANCE COMPANY

By: /s/ SAMUEL TANG
------------------------------------------------------
Name: Samuel Tang
Title: Assistant Vice President

By: /s/ RONN C. CORNELIUS
------------------------------------------------------
Name: Ronn C. Cornelius
Title: Assistant Secretary

EXHIBIT 1 to
Limited Waiver and Amendment No. 4

AMENDMENT NO. 2 TO PLEDGE AGREEMENT

This Amendment No. 2, dated as of November __, 2003, is by and among
ONEIDA LTD., a New York corporation (the "Borrower"), the subsidiaries of the
Borrower which are signatories hereto (each such Subsidiary individually a
"Guarantor" and collectively the Guarantors"; the Guarantors and the Borrower
are referred to collectively herein as the "Grantors") and JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank), a New York banking corporation
("Chase"), as Collateral Agent (in such capacity, the "Collateral Agent") for
the Secured Parties. All capitalized terms used herein not otherwise defined
shall have the respective meanings given to them in the Pledge Agreement
referred to below.

R E C I T A L S

A. The Grantors and the Collateral Agent are parties to a Pledge
Agreement dated as of April 27, 2001 (the "Pledge Agreement") pursuant to which
the Grantors pledged to the Collateral Agent, for the ratable benefit of the
Secured Parties, the Collateral described therein in order to secure the
Obligations.

B. The parties desire to amend the Pledge Agreement to provide for the
pledge by certain of the Grantors of additional shares of common stock of the
entities listed herein.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the Grantors and the Collateral Agent, on behalf of itself and
each Secured Party (and each of their respective successors or assigns), hereby
agree as follows:

1. Amendment. Schedule I to the Pledge Agreement is hereby amended to
add the following to the Section of Schedule I entitled "Capital Stock or Other
Equity Interests":

- ---------------------------------------------------------------------------------------------------
Issuer Pledgor No. of % Owned
- ------ ------- ------ Class or ------- Certificate
Shares Category Number
- ---------------------------------------------------------------------------------------------------

Oneida Oneida, [____] [______] [______] [_____]
Australia Ltd.
PTY Ltd.
- ---------------------------------------------------------------------------------------------------
Oneida Oneida, [____] [______] [______] [_____]
Mexicana, Ltd.
S.A. de C.V.
- ---------------------------------------------------------------------------------------------------
Oneida, S.A. de Oneida, [____] [______] [______] [_____]
C.V.Mexico Ltd.
- ---------------------------------------------------------------------------------------------------
Global Charm Sakura [____] [______] [______] [_____]
Trading Inc.
Limited
- ---------------------------------------------------------------------------------------------------
Ceramica de Buffalo [____] [______] [______] [_____]
Juarez, SA China,
de CV Inc.
- ---------------------------------------------------------------------------------------------------

From and after the date hereof, the shares of capital stock referenced above
shall constitute Pledged Equity Interests, Pledged Securities and Collateral
whenever such terms are used in the Pledge Agreement.

2. Pledge of Shares. Contemporaneously with the execution of this
Amendment, Borrower shall pledge and deliver to the Collateral Agent one or more
stock certificates (together with one or more stock powers duly executed by
appropriate Grantor in blank) representing the amount of the issued and
outstanding shares of common stock for each of the entities referred to in
Section 1 hereof that will be pledged to the Collateral Agent:

- -----------------------------------------------------------------------
Issuer Grantor No. of shares
- ------ ------- to be pledged
- -----------------------------------------------------------------------

Oneida Australia Oneida, [____]
PTY Ltd Ltd.
- -----------------------------------------------------------------------
Oneida Mexicana, Oneida, [____]
S.A. de C.V. Ltd.
- -----------------------------------------------------------------------
Oneida, S.A. de Oneida, [____]
C.V.Mexico Ltd.
- -----------------------------------------------------------------------
Global Charm Sakura, [____]
Trading Limited Inc.
- -----------------------------------------------------------------------
Ceramica de Buffalo [____]
Juarez, SA de CV China, Inc.
- -----------------------------------------------------------------------

3. Confirmation of Pledge Agreement. Except as amended by this
Amendment, all of the provisions of the Pledge Agreement remain in full force
and effect from and after the date hereof, and the Grantors hereby ratify and
confirm the Pledge Agreement and each of the documents executed in connection
therewith. From and after the date hereof, all references in the Pledge
Agreement to "this Agreement", "hereof", "herein", or similar terms, shall refer
to the Pledge Agreement as amended by this Amendment.

4. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be as effective
as delivery of a manually signed counterpart.

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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

ONEIDA LTD.

By:
-----------------------------------
Name: Gregg R. Denny
Title: Chief Financial Officer

BUFFALO CHINA, INC.