CONSIGNMENT AGREEMENT



          CONSIGNMENT AGREEMENT ("AGREEMENT") made as of January 22, 2001, by

and between COMMERZBANK INTERNATIONAL S.A, with its principal office at 11 rue

Notre Dame, Luxembourg L-2013 ("Consignor"), and MICHAEL ANTHONY JEWELERS, INC.,

a Delaware corporation with its principal office at 115 South MacQuesten

Parkway, Mount Vernon, New York 10550("Consignee").



         Consignee has requested Consignor to deliver Precious Metal (as defined

herein) on consignment for sale to Consignee. To effectuate this arrangement,

Consignor and Consignee agree that the Consignment Agreement governing this

arrangement is stated as follows:



1.       DEFINITIONS.



For the purposes of this Agreement:



         "ABN" shall mean ABN AMRO Bank, N.V., New York Branch and any legal

successor in interest thereto.



         "BASE RATE" shall mean the higher of (i) the prime commercial lending

rate announced from time to time by The Chase Manhattan Bank, or (ii) the rate

quoted by The Chase Manhattan Bank at approximately 11:00 am, New York City

time, to dealers in the New York Federal Funds Market for the overnight offering

of dollars by The Chase Manhattan Bank for deposit, plus one-half of one percent

(0.5001).



         "CONSIGNEE'S COUNSEL" shall mean Rita Martin-Crowley, Esq., General

         Counsel of the Consignee.



         "CONSIGNED PRECIOUS METAL" shall mean Precious Metal which Consignor

has consigned to Consignee pursuant to the terms of this Agreement for which

payment has not been received or which has not been Redelivered to Consignor.



         "CONSIGNMENT FEES" shall mean the outstanding total of fees agreed to

(based on specified quantities and time periods) by Duly Authorized officers of

both parties at the time of each Delivery of consigned Precious Metal.



           "Consignment Limit" shall mean the lesser of (a) 45,000 troy ounces

of fine gold, or (b) Consigned Precious Metal with a Fair Market Value(or unpaid

Purchase Price in the case of Consigned Precious Metal for which the Purchase

Price has been agreed but payment has not been received by Consignor) equal to

$15,000,000.00



         "CS" shall mean Credit Suisse, New York Branch arid ally legal

successor in interest thereto.









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         "CURRENT LIABILITIES" shall mean, at any date as of which the amount

thereof shall be determined, all amounts that should, in accordance with

generally accepted accounting principles, be included as current liabilities on

the balance sheet of Consignee as at such date, plus, to the extent not already

included herein all Indebtedness that is payable upon demand o= within one (1)

,7EAR from the date of determination thereof unless such indebtedness is

renewable or extendible at the option of Consignee to a date more than one (1)

year from the date of determination.



         "DELIVER" or "DELIVERY" shall mean either actual shipment, creating the

right in Consignee to demand actual shipment through a writing, instrument or a

statement of account, or consignor's crediting Precious Metal to the account of

Consignee with one or more third parties when no physical movement thereof is

contemplated by the parties.



         "DULY AUTHORIZED OFFICER" shall mean, with respect to the Consignee,

the President of Consignee, or other officer or employee who is authorized by

the Board of Directors or an executive committee of such Board of Directors and

with respect to the Consignor, any vice president or other officer or employee

who is authorized to act in such capacity.



         "ENVIRONMENTAL REQUIREMENT(S)" shall mean any present or future law,

statute, ordinance, rule, regulation, order, code, license, permit, decree,

judgment, directive or the equivalent of or by any Governmental Authority and

relating to or addressing the protection of human health or the environment.



         "EQUITY PRECIOUS METAL" shall Precious Metal (a) owned outright by the

Consignee subject only to security interests permitted hereunder, and (b) not

delivered to the Consignee pursuant to a "consignment", "lease", "loan",

"conditional sale" or other similar arrangement.



         "EVENT OF DEFAULT" shall mean an Event of Default under Section 13 of

this Agreement.



         "FAIR MARKET VALUE" on any day shall mean the Second London Gold Fixing

for that day. If no such price is available for a particular day, the Fair

Market Value for such day shall be the price for the immediately preceding day

for which such price is available.





         "FINANCIAL STATEMENTS" shall mean the balance sheet, income statement,

statement of cash flows and stockholder's equity statement of Consignee for the

year or other period then ended, together with supporting schedules, certified

(without qualification) by Deloitte & Touche or other independent public

accountants approved by Consignor and prepared in accordance with generally

accepted accounting principles consistently applied.





         "FPM" shall mean Fleet Precious Metals, Inc. and any legal successor in

interest thereto.

















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         "GOVERNMENTAL AUTHORITY" shall mean the United States government, any

state or other political subdivision thereof, any agency, court or body of the

United States government, any state or other political subdivision thereof, or

any quasi-governmental agency or authority exercising executive, legislative,

judicial, regulatory or administrative functions.



         "GUARANTEES" shall mean, as applied to Consignee, all guarantees,

endorsements or other contingent or surety obligations with respect to

obligations of others whether or not reflected on the balance sheet of

Consignee, including any obligation to furnish funds, directly or indirectly

(whether by virtue of Partnership arrangements, by agreement to keep-well or

otherwise), through the purchase of goods, supplies or services, or by way of

stock purchase, capital contribution, advance or loan, or to enter into a

contract for any of the foregoing, for the purpose of payment of obligations of

any other person or entity.



         "HAZARDOUS MATERIAL" shall mean any material or substance (i) which,

whether by its nature or use, is now or hereafter defined as a hazardous waste,

hazardous substance, pollutant or contaminant under any Environmental

Requirement, (ii) which is toxic, explosive, corrosive, flammable, infectious,

radioactive, carcinogenic, mutagenic or otherwise hazardous to human health or

the environment, (iii) which is or contains petroleum or any fraction thereof,

including crude oil, heating oil, gasoline or diesel fuel, or (iv) the presence

of which requires investigation or remediation under any Environmental

Requirement.



         "INDEBTEDNESS" shall mean, as applied to Consignee, (i) all obligations

for borrowed money or other extensions of credit whether or not secured or

unsecured, absolute or contingent, including, without limitation, unmatured

reimbursement obligations with respect to letters of credit or guarantees issued

for the account of or on behalf of Consignee and all obligations representing

the deferred purchase price of property, other than accounts payable arising in

the ordinary course of business, (ii) all obligations evidenced by bonds, notes,

debentures or others similar instruments, (iii) all obligations secured by any

mortgage, pledge, security interest or other lien on property owned or acquired

by Consignee whether or not the obligations secured thereby shall have been

assumed, including but not limited to obligations to the Second Insurance

Companies and the Third Insurance Companies, (iv) that portion of all

obligations arising under capital leases that is required to be capitalized or:

the balance sheet of Consignee, (y) all



Guarantees, (vi) all obligations with respect to Precious Metal leased or

consigned to Consignee, including but not limited to obligations pursuant to

this Agreement, and (vii) all obligations that are immediately due and payable

cut of the proceeds of or production from property now or hereafter owned or

acquired by Consignee.



"NOTICE" or "NOTICES" shall mean all requests, demands and other communications,

in writing ;including telegraphic and telecopy communications), sent by

registered or certified mail, return receipt requested, overnight delivery

service, telegraph, facsimile transmission or hand-delivery to the other party

at that party's Principal Office.





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"PRECIOUS METAL" shall mean gold having a fineness of not less than .9995

without regard to whether such gold is alloyed or unalloyed, in billion form, or

is contained in or processed into other materials which contain elements other

than gold.





"PRINCIPAL OFFICE" shall mean:



For Consignor:



Commerzbank International S.A.

11 rue Notre Dame

Luxembourg L-2013



Fax Number: 011 352 47 79 11 420



For Consignee:



Michael Anthony Jewelers, Inc.

115 South MacQuesten Parkway

Mount Vernon, New York 10550

Attention: Michael A. Paolercio, Senior

Vice President and Treasurer



Fax Number: 914-699-2335



"PURCHASE PRICE" shall mean a price to which both parties' Duly Authorized

Officers agree and shall be stated in dollars per troy ounce of Precious Metal

content.



"REDELIVER" or "REDELIVERY" shall mean that Consignee deliver to Consignor's

Principal office or as otherwise directed by Consignor, at Consignee's sole risk

and expense, Precious metal of a fineness equal to the fineness specified for

that Precious Metal and of a type and quality and in a form acceptable to

Consignor.



"SECURITY AGREEMENT" shall mean that certain Amended and Restated Security

Agreement dated as of August 20, 1993, as amended by amendments thereto dated as

of May 16, 1994. September 1, 1994, January 15, 1995, October 20, 1995 and

October 23, 1998 among Consignee, as debtor, FPM as agent and secured party and

ABN, CS and the Consignor, as secured parties.



"TANGIBLE NET WORTH" shall mean, at any date as of which the amount thereof

shall be determined, the total assets of Consignee minus W the sum of any

amounts attributable to (a) goodwill, (b) intangible items such as unamortized

debt discount and expense, patents, trade and service marks and names, customer

lists, copyrights and research and development expenses except prepaid expenses,

(c) all reserves not already deducted from assets, (d) the value of any minority

interests in any subsidiaries and (e) amounts and loans due from affiliates

and/or officers of Consignee, and (ii) Total Liabilities.





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{PAGE}



"TOTAL LIABILITIES" shall mean, at any date as of which the amount thereof shall

be determined, all obligations that should, in accordance with generally

accepted accounting principles consistently applied, be classified as

liabilities on the balance sheet of Consignee, including in any event all

Indebtedness as shown on the balance sheet of Consignee.



"WORKING CAPITAL" shall mean the excess of Consignee's current assets, computed

in accordance with generally accepted accounting principles consistently

applied, over the sum of Current Liabilities



2.       AMOUNT OF CONSIGNMENT.



         Provided (i) no Notice of election to terminate this Agreement (as

provided in Section 14 hereof) has been given by either party and (ii) no Event

of Default nor any event which with notice or lapse of time, or both, would

constitute an Event of Default has occurred hereunder, Consignor will Deliver

from time to time to Consignee upon its request Precious Metal under the terms

and conditions of this Agreement. In no event will Consignor be obligated to

deliver Precious Metal if the aggregate amount of troy ounces or Fair Market

Value of Precious Metal requested when added to Consigned Precious Metal exceeds

Consignee's Consignment Limit.



         Consignee acknowledges and confirms that, notwithstanding any other

provision of this Agreement, upon its receipt of thirty (30) days' prior written

Notice from the Consignor to the Consignee, which may be delivered at any time

in the Consignor's sole discretion, then: (a) Consignor shall have no further

obligation to deliver Precious Metal to Consignee; (b) any request made by

Consignee thereafter for a Delivery of Precious Metal shall be reviewed by

Consignor on a case-by-case basis; (c) the decision to make any subsequent

Delivery shall be made by the Consignor thereafter in its sole and absolute

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