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Exhibit 10.14


                              EMPLOYMENT AGREEMENT
                               (Randy McCullough)

         This Employment Agreement (this "Agreement") dated as of May 1, 1997
(the "Consummation Date") is made by and between Randy McCullough (the
"Executive") and Barry's Jewelers, Inc., a California corporation (the
"Company").

                                    RECITALS

WHEREAS, the Company and the Executive entered into an agreement as of May 1,
1997 (the Original Employment Agreement") and now wish to supersede the
Original Employment Agreement pursuant to this agreement (which shall be deemed
retroactive to May 1, 1997); and

WHEREAS, the Executive is willing, upon the terms and conditions herein set
forth, to provide services to the Company hereunder;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:

         1.      Employment.

         Subject to Section 7, the Company hereby employs the Executive, and
the Executive hereby accepts such employment, as Vice President - Merchandising
from the Consummation Date through and including January 20, 1998, and as
Executive Vice President and Chief Operating Officer from and including January
21, 1998, through the remaining Term of Employment to perform such duties and
responsibilities, consistent with such positions, as may be reasonably assigned
to the Executive from time to time by the Board of Directors of the Company
(the "Board") or its designee.

         (The definitions of capitalized terms used in this Agreement are
contained in Section 9 of this Agreement.)

         2.      Devotion of Time.

         During the Term of Employment, the Executive shall perform his duties
hereunder faithfully and to the best of his ability, at the principal executive
office of the Company, under the direction of the Board or its designee. Except
for vacations and reasonable absences due to temporary illness and incapacity,
the Executive shall devote his full business time and attention to the
performance of his duties hereunder. Notwithstanding the foregoing, the
Executive may (i) make and manage passive personal business investments of his
choice and serve in any capacity with any civic, educational or charitable
organization, without
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seeking or obtaining approval by the Board, provided such activities and
service do not materially interfere or conflict with the performance of his
duties hereunder and (ii) may serve on the boards of directors of other
corporations or any trade association. Nothing contained herein shall require
Executive to follow any directive or to perform or fail to report any act which
would violate any laws, ordinances, regulations or rules of any governmental,
regulatory or administrative body, agency or authority, any court or judicial
authority, or any public, private, industry, professional, regulatory or
licensing authority (collectively, the "Regulations"). Executive shall act in
good faith in accordance with all Regulations.


         3.      Term of Employment.

         The term of the Executive's employment hereunder shall commence on the
Consummation Date and shall end on the Effective Date (such term of employment
shall hereinafter be referred to as Term of Employment).  This agreement shall
terminate on the Effective Date, subject to the payment obligations specified
herein and Section 8 hereof.  Notwithstanding the foregoing, the Term of
Employment may be terminated prior to the expiration thereof, by the Company
pursuant to Section 7.2 or by the Executive pursuant to Section 7.3, in which
event the Term of Employment shall end on the Date of Termination.

         4.      Compensation.

         During the Term of Employment, the Executive shall be compensated as 
follows:

         4.1 Base Salary. The Company shall pay the Executive a base salary at
the rate of $225,000 per annum from the Consummation Date through and including
January 20,1998 and at a rate of $275,000 per annum from and including January
21, 1998, payable in arrears not less frequently than monthly in accordance
with the normal payroll practices of the Company. Such base salary shall be
subject to review each year by the Board in its sole discretion, but shall in
no event be decreased from its then-existing level.  The Company shall give the
Bank Group and the Committees notice of any increase in the base salary.  The
Bank Group and Committees shall have the right to object to the increase and to
have the Bankruptcy Court determine the reasonableness thereof.

         4.2 Annual Bonus. In addition, the Executive shall be eligible to
receive a bonus ("Annual Bonus") with respect to each fiscal year of the
Company, to the extent that the Company achieves the applicable performance
targets for each such year (the "Annual Bonus Parameters"); provided, however,
that the Executive's aggregate Annual Bonus shall not exceed an amount equal to
his base salary for such year.  The Annual Bonus Parameters with respect to the
Company's fiscal year ending May

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31, 1998 are set forth in Appendix A hereto. The performance targets with
respect to the Annual Bonus for subsequent fiscal years shall be based upon
Annual Bonus Parameters to be determined by the Board and the Executive prior
to the commencement of each such year.  The Bank Group and Committees shall be
given notice of the Annual Bonus Parameters determined by the Board and the
Executive.  The Bank Group and Committees shall have the right to object to the
Annual Bonus Parameters determined by the Board and the Executive with respect
to any such subsequent fiscal year and to have the Bankruptcy Court determine
the reasonableness thereof.  Before the Company pays any portion of the Annual
Bonus, the Executive shall provide a certification to the Bank Group and the
Committees that the applicable Bonus Parameter has been satisfied, together
with appropriate documentation, e.g., with respect to the fourth increment of
the Annual Bonus Bonus for the fiscal year ending May 31, 1998, the Executive
shall provide an accounts payable aging and a certification that the Company is
maintaining its payables within agreed upon vendor terms.

         4.3 Confirmation Bonus.  In addition, the Executive shall be entitled
to receive a one-time confirmation bonus (the "Confirmation Bonus"), upon (i)
the entry of a confirmation order of a plan of reorganization, provided that
the sole conditions to the Effective Date of the confirmed plan are tied to the
performance of a person or entity other than the Company, the Executive, an
employee or agent of the Company (the "Company Group"); (ii) the date such a
plan of reorganization becomes effective, if the sole conditions to the
Effective Date of the confirmed plan are tied to the performance by any member
of the Company Group; or (iii) the date upon which the Company Group performs
all the conditions to the Effective Date of the confirmed plan that are in its
control, if the conditions to the Effective Date of the confirmed plan are tied
both to the performance of the Company Group and to the performance of any
person or entity who is not a member of the Company Group (each such date of
payment under clause (i), (ii) and (iii) above shall hereinafter be referred to
as a "Satisfaction Date"); provided, in each case, that the Bankruptcy Court
determines that the Company has demonstrated the capacity to finance the
Company's seasonal working capital requirements in the form of an asset based
working capital facility that contains market advance rates and market
collateral eligibility parameters; provided, further, that in order to
demonstrate such capacity, the plan of reorganization need not provide for the
obtaining of such facility.  The amount payable as a Confirmation Bonus shall
be based on when the Satisfaction Date occurs, as set forth in the Schedule
attached hereto as Appendix B.  The Confirmation Bonus shall be paid in a cash
lump sum on the Effective Date.  Notwithstanding the foregoing, no Confirmation
Bonus shall be payable if the Satisfaction Date occurs after September 30,
1998.





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         5.      Reimbursement of Expenses.

         During the Term of Employment, the Company shall reimburse the
Executive for expenses in accordance with the Company's policies and the rules
and regulations of the Internal Revenue Service.


         6.      Benefits.

         During the Term of Employment, the Executive shall be entitled to
benefits, as follows:

         6.1 Company Plans. The Executive shall be entitled to perquisites and
benefits established by the Company, from time to time, for management of the
Company (including, without limitation, health and dental insurance, disability
insurance, participation in the Company's 401(k) and deferred compensation
plans), subject to the policies and procedures of the Company of general
applicability in effect, from time to time, regarding participation in such
benefits.

         6.2 Automobile. In addition, effective January 21, 1998, the Company,
at its expense, shall provide the Executive with an automobile of a kind to be
selected by the Executive for the business use of the Executive, provided that
its payments for such automobile and related costs for maintenance and
insurance shall not exceed, on average, $1,000 per month. At the Executive's
option, the Company shall pay the Executive a monthly allowance of $750 in lieu
of providing him with an automobile.

         6.3 Insurance. In addition, effective January 21, 1998, the Company
shall be obligated to pay the premiums on a life insurance policy for the
benefit of the Executive with a face amount of $750,000 and long-term
disability insurance with coverage equal to (i) one times the Executive's base
salary, less (ii) the amount of long-term disability insurance coverage
provided to the Executive under Company-sponsored long-term disability plans.

         6.4 Relocation Allowance. In addition, the Company shall pay the
Executive a relocation allowance equal to the lesser of (i) ten percent of his
annual base salary and (ii) the actual cost of the Executive's relocation to
Los Angeles, at such time as the Executive leases or purchases a permanent
residence in the Los Angeles area.

         6.5 Vacation. In addition, the Executive shall be entitled to four (4)
weeks of paid vacation during each year.

         7.      Termination of Employment.

         7.1 Termination Due to Death or Disability. Subject to the payments
contemplated by Section 7.6, the Executive's employment by the Company shall
terminate upon the death of the Executive or upon the Executive becoming
Disabled.





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         7.2 Early Termination by the Company. Subject to the payments
contemplated by Sections 7.4 and 7.5, the Executive's employment by the Company
may be terminated at any time by the Company (after adoption of a resolution by
the Board to do so) as follows:

         7.2.1 For Cause; or

         7.2.2 For any other reason or no reason, it being understood that no
reason is required.

Such termination by the Company shall be effected by delivery by the Company to
the Executive of a written notice of termination (which notice shall include a
copy of the resolution adopted by the Board), specifying the Date of
Termination and stating in the case of termination for Cause, the grounds which
the Board has determined exist for such termination, and shall be subject to
the requirements for advance notice and opportunity to cure provided in this
Agreement, if and to the extent applicable.

         7.3 Early Termination by the Executive. Subject to the payments
contemplated by Sections 7.4 and 7.5, the Executive's employment by the Company
may be terminated at any time by the Executive, as follows:

         7.3.1 For Good Reason; or

         7.3.2 For any other reason or no reason, it being understood that no
reason is required.

Such termination by the Executive shall be effected by delivery by the
Executive to the Company of a written notice of termination, specifying the
Date of Termination and stating in the case of termination for Good Reason, the
grounds which the Executive has determined exist for such termination, and
shall be subject to the requirements for advance notice and opportunity to cure
provided in this Agreement, if and to the extent applicable.  The Company shall
provide notice to the Bank Group and the Committees of such termination by the
Executive.

         7.4 Payments if Termination by the Company for Cause or by the
Executive Without Good Reason. In the event that the Executive's employment by
the Company is terminated by the Company for Cause or by the Executive without
Good Reason, the Company shall be obligated to pay to the Executive his Accrued
Salary and Benefits, in a lump sum in cash, within five (5) business days after
the Date of Termination (provided, however, that any portion of the Accrued
Salary and Benefits which consists of deferred compensation or post-termination
benefits shall be determined and paid in accordance with the terms of the
relevant plan as applicable to the Executive).





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         7.5 Payments if Termination by the Company Without Cause or by the
Executive For Good Reason. In the event that the Executive's employment by the
Company is terminated by the Company without Cause or by the Executive for Good
Reason, the Company shall be obligated to:

         7.5.1 Pay to the Executive his Accrued Salary and Benefits in a lump
sum in cash, within five (5) business days after the Date of Termination
(provided, however, that any portion of the Accrued Salary and Benefits which
consists of deferred compensation or post-termination benefits shall be
determined and paid in accordance with the terms of the relevant plan as
applicable to the Executive);

         7.5.2 If the Company achieves the Annual Bonus Parameter that relates
to the projected earnings before interest, taxes, depreciation, amortization,
bonuses and bankruptcy expenses ("EBITDABB") for the fiscal year during which
the Executive's employment is terminated, pay to the Executive the full Annual
Bonus with respect to the fiscal year in which such termination occurs (minus
any portion of the Annual Bonus that has already been paid to the Executive
with respect to the fiscal year during which the employment is terminated) in
the same manner as if the Executive were still an employee of the Company; and

         7.5.3 Pay to the Executive a Confirmation Bonus pursuant to section
4.3 if and only if, were the Executive still an employee of the Company on the
Effective Date, such Confirmation Bonus would have been payable as provided
under section 4.3.

         7.6 Payment if Termination Due to Death or Disability. In the event
that the Executive's employment by the Company is terminated due to the
Executive's death or Disability, the Company shall be obligated to:

         7.6.1 Pay to the Executive his Accrued Salary and Benefits, in a lump
sum in cash, within five (5) business days after the Date of Termination
(provided, however, that any portion of the Accrued Salary and Benefits which
consists of deferred compensation or post-termination benefits shall be
determined and paid in accordance with the terms of the relevant plan as
applicable to the Executive);

         7.6.2 If  all of the applicable Annual Bonus Parameters have been met
prior to the Date of Termination, pay to the Executive the aggregate amount of
any remaining Annual Bonus installments for the fiscal year, in a lump sum in
cash within fourteen days after the Date of Termination; and

         7.6.3 Pay to the Executive a Confirmation Bonus pursuant to section
4.3 if and only if, were the Executive still an employee of the Company on the
Effective Date, such Confirmation Bonus would have been payable as provided
under section 4.3. The amount of the Confirmation Bonus payable pursuant to
this Section 7.6.3 shall be determined by multiplying the Confirmation Bonus





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otherwise payable pursuant to Section 4.3 by a fraction, the numerator of which
equals the total number of calendar months that the Executive was employed by
the Company starting from the Consummation Date until the Date of Termination,
and the denominator of which equals the total number of calendar months from
the Consummation Date until the Satisfaction Date, e.g., if the Executive was
employed for nine months from the Consummation Date and the Satisfaction Date
occurred twelve months after the Consummation Date, then the Executive would
receive a pro rated Confirmation Bonus equal to 3/4 (9/12) of the total amount
that would have been payable to the Executive pursuant to Section 4.3 had he
still been employed on the Effective Date.  For purposes of the foregoing
calculation, any fraction of a calendar month shall be deemed to be an entire
calendar month.

         The payments described in this Section 7.6 shall be in addition to any
life insurance and disability benefits payable to the Executive from the
Company.

         7.7  No Additional Severance Payments. Except for the payments
provided in this Section 7, the Executive shall not be entitled to any payments
by the Company in the event of the termination of his employment. In such
event, the Executive shall have no obligation to seek other employment to
mitigate damages and any income earned by the Executive from other employment
or self-employment shall not be offset against any of the Company's payment
obligations under this Section 7.

         8. Confidential Information.

         8.1 Nondisclosure of Confidential Information. During and after the
Term of Employment, Executive will not disclose to any person, or use or
otherwise exploit for the Executive's own benefit or for the benefit of anyone
other than the Company, any Confidential Information of the Company, whether
prepared by the Executive or not. At the request of the Company, the Executive
agrees to deliver to the Company, at any time during the Term of Employment, or
thereafter, all Confidential Information which he may possess or control. The
Executive agrees that all Confidential Information of the Company (whether now
or hereafter existing) conceived, discovered or made by him during the Term of
Employment exclusively belongs to the Company (and not to the Executive). The
Executive will promptly disclose such Confidential Information to the Company
and perform all actions reasonably requested by the Company to establish and
confirm such exclusive ownership.

         8.2 Exceptions to Nondisclosure Obligations. The information
provisions of Section 8.1 shall not apply to (I) information disclosed in the
performance of the Executive's duties to the Company based on his good faith
belief that such disclosure is in the best interests of Company; (ii)
information that is public knowledge; (iii) information disseminated by the
Company to third parties in the ordinary course of business; (iv) information





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lawfully received by the Executive from a third party who, based upon inquiry
by the Executive, is not bound by a confidential relationship to the Company;
(v) information disclosed under a requirement of law or as directed by
applicable legal authority having jurisdiction over the Executive; or (vi)
information necessary in order to enforce his rights under this Agreement or
necessary to defend himself against a claim asserted directly or indirectly by
the Company or any of its affiliated companies.

         8.3 Survival of Nondisclosure Obligations. The terms of this Section 8
shall survive the termination of this Agreement regardless of who terminates
this Agreement or the reasons therefor.

         9. Definitions. Capitalized terms used in this Agreement shall have
the meanings set forth in this Section 9.

         "Accrued Salary and Benefits" means, as of the applicable date, the
sum of (i) the Executive's base salary under Section 4.1 through such date to
the extent not theretofore paid, (ii) any earned but unpaid Annual Bonus and
Confirmation Bonus payments, and (iii) any vacation pay, expense reimbursements
and other cash entitlements accrued by the Executive as of such date to the
extent not theretofore paid.

         "Annual Bonus" is defined in Section 4.2.

         "Annual Bonus Parameters" is defined in section 4.2.

         "Bank Group" means those financial institutions comprised of Bank
Boston, N.A., Jackson National Life Insurance Company, The Long Horizon Fund,
L.P., and the CIT Group/Business Credit, Inc., or their respective successors
and assigns.

         "Bankruptcy Court" means the United States Bankruptcy Court for the
District in which the Company's bankruptcy case is pending or, if such court
ceases to exercise jurisdiction over such case, such court or adjunct thereof
that exercises jurisdiction over such case in lieu of the United States
Bankruptcy Court for such District.

         "Board" is defined in Section 1.

         "Cause" shall mean any of the following:

         (i) The Executive's conviction for, or plea of nolo contendere to, any
felony:

         (ii) The Executive's willful fraud or material dishonesty in
connection with the Executive's performance of his duties hereunder;

         (iii) The Executive's failure, other than due to illness, disability
or death or as a result of any event that constitutes





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Good Reason hereunder, to substantially perform his duties hereunder that
results in material harm to the Company; or

         (iv) The Executive's gross negligence in the performance of his duties
hereunder (other than arising solely due to physical or mental disability) that
results in material harm to the Company; in each case, for purposes of clauses
(iii) and (iv), after the Board has provided the Executive with 30 days'
written notice of such circumstances and the possibility of an event giving
rise to termination for Cause, and the Executive fails to cure such
circumstances within those 30 days.

         "Change of Control" shall mean the occurrence of (i) a reorganization,
merger or consolidation of the Company with one or more corporations as a
result of which the Company is not the surviving corporation or as a result of
which it is the surviving corporation and its outstanding voting securities are
converted to or reclassified as cash, securities of another corporation or
other property (unless the principal purpose of such transaction is to change
the state of the Company's incorporation), (ii) upon a sale of assets of the
Company or its subsidiaries having a fair market value equal to more than 50%
of the total fair market value of the Company's assets to an entity which is
not controlling, controlled by or under common control with the Company
(including, without limitation, such a sale pursuant to section 363 of the
Bankruptcy Code), or (iii) the acquisition of a record or beneficial interest
in more than 30% of the then outstanding voting securities of the Company,
either in a single transaction or a series of transactions, by an entity or
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder which is not an
affiliate of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Committees" shall mean any official committee appointed by the Office
of the United States Trustee and continuing to exist in the Company's
reorganization case and the committee of bondholders even if it ceases to be an
official committee.

         "Company" is defined in the introduction.

         "Confidential Information" means any confidential information of the
Company including, without limitation, any study, data, calculations, software
storage media or other compilation of information, patent, patent application,
copyright, trademark, trade name, service mark, service name, "know-how", trade
secrets, customer lists, details of client or consultant contracts, pricing
policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans or any portion or
phase of any scientific or technical information, ideas, discoveries, designs,
computer programs (including source or object codes), processes,





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procedures, formulas, improvements of other proprietary or intellectual
property of the Company or relating to its business, whether or not in written
or tangible form, and whether or not registered, and including all files,
records, manuals, books, catalogues, memoranda, notes, summaries, plans,
reports, records, documents and other evidence thereof, whether existing now or
hereafter discovered or developed.

         "Confirmation Bonus" is defined in Section 4.3.

         "Confirmation Date" shall mean the date on which the Bankruptcy
Court's order approving a plan of reorganization with respect to the Company is
entered on the docket.

         "Consummation Date" is defined in the introduction.

         "Date of Termination" means (i) in the event of a termination of the
Executive's employment pursuant to Section 7.2, the date specified in the
written notice of termination from the Company, (ii) in the event of a
termination of the Executive's employment pursuant to Section 7.3, the date
specified in the written notice of termination from the Executive, (iii) in the
event of the Executive's death, the date of the Executive's death and (iv) in
the event of the Executive's Disability, the date he is determined to be
Disabled.

         "Disabled" or "Disability" means, with respect to the Executive, the
occurrence of an event or events that renders the Executive with respect to his
physical or mental condition unable to perform, in the view of the Board and as
certified in writing by a competent medical physician, his duties hereunder and
which results in his being entitled to benefits under the Company's disability
insurance plan.

         "Effective Date"  Shall mean the date on which the plan of
reorganization with respect to the Company becomes effective.

         "Executive" means Randy McCullough or his estate, if deceased.

         "Good Reason" means any of the following:

         (i)     Any termination by the Executive within twelve (12) months
following the occurrence of a Change in Control; or

         (ii) A material breach by the Company of the penultimate sentence of
Section 2 of this Agreement, provided that such breach was not caused by any
action or inaction over which the Executive had ultimate control.

         10.     General.





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         10.1 Notice. Any notice, request, demand or other communication
required or permitted to be given under this Agreement shall be given in
writing and delivered personally, or sent by certified or registered mail,
return receipt requested, as follows (or to such other addressee or address as
shall be set forth in a notice given in the same manner).

         If to Executive:                  Randy McCullough
                                           24374 Sunnycrest Court
                                           Diamond Bar, CA 91765


         If to Company:                    Barry's Jewelers, Inc.
                                           111 West Lemon Avenue
                                           Monrovia, California 91016
                                           Attn: Chairman of the Board

Any such notices shall be deemed to be given on the date personally delivered
or such return receipt is issued.

         10.2 Executive's Representations. The Executive hereby warrants and
represents to the Company that the Executive has carefully reviewed this
Agreement, including his obligations hereunder, and has consulted with such
attorneys and advisors as the Executive considers appropriate in connection
with this Agreement, and is not subject to any covenants, agreements or
restrictions, including without limitation any covenants, agreements or
restrictions arising out of the Executive's prior employment which would be
breached or violated by the Executive's execution of this Agreement or by the
Executive's performance of his duties hereunder.

         10.3 Validity. If, for any reason, any provision hereof shall be
determined to be invalid or unenforceable, the validity and effect of the other
provisions hereof shall not be affected thereby.

         10.4 Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

         10.5 Tax Withholding. The Company shall provide for the withholding of
any taxes required to be withheld by federal, state, or local law with respect
to any payment in cash, shares of stock and/or other property made by or on
behalf of the Company to or for the benefit of the Executive under this
Agreement or otherwise. The Company may, at its option: (i)





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withhold such taxes from any cash payments owing from the Company to the
Executive, (ii) require the Executive to pay to the Company in cash such amount
as may be required to satisfy such withholding obligations and/or (iii) make
other satisfactory arrangements with the Executive to satisfy such withholding
obligations.

         10.6 Waiver of Breach: Attorneys' Fees. The waiver by the Company or 
the Executive of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other breach of such
other party. Each of the parties to this Agreement will be entitled to enforce
its respective rights under this Agreement and to exercise all other rights
existing in its favor. In the event either party takes legal action or
commences an arbitration proceeding to enforce any of the terms or provisions
of this Agreement, the nonprevailing party shall pay the successful party's
costs and expenses, including but not limited to, attorneys' fees, incurred in
such action or proceeding.

         10.7 Governing Law. This Agreement shall be governed by, construed,
applied and enforced in accordance with the laws of the state of California,
except that no doctrine of choice of law shall be used to apply any law other
than that of California, and no defense, counterclaim or right of set-off given
or allowed by the laws of any other state or jurisdiction, or arising out of
the enactment, modification or repeal of any law, regulation, ordinance or
decree of any foreign jurisdiction, shall be interposed in any action hereon.

         10.8 Specific Performance. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of Section 8 of this Agreement and that the Company may in its sole
discretion apply for specific performance and/or injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions
in order to enforce or prevent any violations of such provisions of this
Agreement.

         10.9 Forum. The Executive and the Company agree that the Bankruptcy
Court shall have exclusive jurisdiction over any action or proceeding arising
out of this Agreement and enter judgment thereon. The Executive and the Company
consent to in personam jurisdiction with respect to the Bankruptcy Court, agree
that venue will be proper in such courts and waive any objections based upon
forum non conveniens. The choice of forum set forth in this Section 10.9 shall
not be deemed to preclude the enforcement of any judgment obtained in such
forum or the taking of any action under this Agreement to enforce same in any
other jurisdiction.

         10.10 Assignment: Third Parties. The Executive may not assign,
transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement
or any of his respective rights or





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obligations hereunder, without the prior written consent of the Company. Except
as expressly provided herein, the Company may not assign or transfer this
Agreement or any of its rights or obligations hereunder, without the prior
written consent of the Executive. The Company may assign its rights and
obligations hereunder to its successor in connection with a merger,
consolidation, sale of assets, acquisition, recapitalization or other similar
transaction (and such successor shall thereafter be deemed the "Company" for
purposes of this Agreement). The provisions of this Agreement shall be binding
upon, and shall inure to the benefit of, the respective heirs, legal
representatives and successors of the parties hereto.

         10.11 Prior Understandings. This Agreement, together with the exhibits
and schedules attached hereto which are incorporated herein by this reference,
embodies the entire understanding of the parties hereto and supersedes all
other oral or written agreements or understandings between them regarding the
subject matter hereof. No change, alteration or modification hereof may be made
except in a writing specifically referring hereto and signed by the Executive
and the Chairman of the Board of the Company or his designee. The headings in
this Agreement are for convenience and reference only and shall not be
construed as part of this Agreement or to limit or otherwise affect the meaning
hereof. Section references refer to this Agreement unless otherwise specified.

         10.12 Further Action. The Executive and the Company agree to perform
any further acts and to execute and deliver any documents which may be
reasonable to carry out the provisions hereof.

         10.13 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         10.14 Indemnification. During the Term of Employment and thereafter,
the Company shall indemnify the Executive to the fullest extent permitted by
the bylaws of the Company, and the Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers, with respect to all
expenses, judgments, fines, settlements and other amounts (including, without
limitation, attorneys' fees) incurred or sustained by the Executive in
connection with any action, suit or proceeding to which he may be made a party
by reason of being or having been director, officer or employee of the Company
or his serving or having served any other enterprise as a director, officer or
employee at the request of the Company.





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         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first written above.

                                           EXECUTIVE:


                                           -------------------------
                                           Randy McCullough



                                           COMPANY:
                                           BARRY'S JEWELERS, INC.


                                           By: ---------------------   
                                               William D. Eberle
                                               Chairman of the Board





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<PAGE>   15



                                   APPENDIX A

      ANNUAL BONUS FOR FISCAL YEAR ENDING MAY 31, 1998 - RANDY MCCULLOUGH

         For the fiscal year of the Company ending as of 5/31/98, the Executive
shall be entitled to an aggregate Annual Bonus of $184,875.00 payable in
installments upon the achievement of the applicable Annual Bonus Parameters, in
accordance with the following schedule:

<TABLE>
<CAPTION>
                             AMOUNT OF BONUS               ANNUAL BONUS PARAMETERS
                             ---------------               -----------------------
                                 <S>                       <C>
                                 $13,500                   Total owned plus consigned inventory on hand on 12/5/97 equals or
                                                           exceeds $71,175,000.

                                 $13,500                   Cash deposits as of 12/26/97 plus gross accounts receivable as of
                                                           12/26/97 plus total owned and consigned inventory on hand on
                                                           12/26/97 minus accounts payable as of 12/26/97 matches or
                                                           exceeds$132,618.000.

                                 $13,500                   G&A expenses(1) as of 12/26/97 match or lower than $44,258,000.

                                 $20,625                   Total Availability(2) at end of February 1998 of $4.1 Million and
                                                           payables are maintained within agreed upon vendor terms as of
                                                           February 1998.

                                 $20,625                   Receipt by November 1, 1997 of 1.4 times the amount of inventory
                                                           returned to vendors pursuant to the Trade Financing Agreements by
                                                           November 1, 1997 and receipt by February 28, 1998 of 1.4 times the
                                                           amount of inventory returned to vendors pursuant to the Trade
                                                           Financing Agreements by February 28, 1998.

                                 $103,125                  Payable if Barry's achieves projected EBITDABB(3) of $1,553,000 for
                                                           the FYE 5/31/98.  Such portion shall not be payable until the year-
                                                           end results have been audited and any audit adjustments recorded.
</TABLE>

----------------------

(1) G&A expenses are the Category II and Category III expenses, as set forth in
Schedule 4 of the Budget annexed to the Amended Cash Collateral Stipulation.

(2) Total Availability is defined as excess (or deficit) availability under the
borrowing base plus total cash balances, as set forth as "Adjusted Availability
in Schedule 2 of the Budget annexed to the Amended Cash Collateral Stipulation.

(3) EBITDABB is earnings before interest, taxes, depreciation, amortization,
bonuses and bankruptcy expenses as set forth in the income statements of the
1998 Financial Projections approved by the Board and submitted to the
Committees and the Bank Group on or about November 4, 1997.

                                       15

<PAGE>   16



                                   APPENDIX A

      ANNUAL BONUS FOR FISCAL YEAR ENDING MAY 31, 1998 - RANDY MCCULLOUGH


         The Executive shall receive each installment of his Annual Bonus that
corresponds to a particular Annual Bonus Parameter within a reasonable time
after such Annual Bonus Parameter has been met; provided that in no event shall
the Executive receive the installment of the Annual Bonus that is based on the
EBITDABB Requirement until after the Company receives final auditing statements
for the fiscal year ending on May 31, 1998.  If the Company satisfies an Annual
Bonus Parameter and the Executive thereby becomes entitled to the corresponding
installment of his Annual Bonus, such installment shall remain payable to the
Executive even if the Company fails to satisfy subsequent Annual Bonus
Parameters.





                                       16

<PAGE>   17



                                   APPENDIX B


                     CONFIRMATION BONUS  - RANDY MCCULLOUGH

<TABLE>
<CAPTION>
                 If Satisfaction Date (as defined in                                            
                 the Agreement) Occurs                              Amount of Confirmation Bonus
                 ---------------------                              ----------------------------
                 <S>                                                     <C>
                 Before 5/1/98                                           $343,750

                 Between 5/1/98 and 6/30/98                              $275,000

                 Between 7/1/98 and 9/30/98                              $206,250
</TABLE>





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