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                                                                  EXHIBIT 10.9

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
21, 2000, is entered into between Samuels Jewelers, Inc., a Delaware corporation
(the "Company"), and each of the other persons or entities signatory hereto
(each of such other persons, a "Stockholder").

                                   WITNESSETH:


         WHEREAS, pursuant to a private placement by the Company of shares of
its Common Stock (as hereinafter defined) such placement offered by the Company
to each Stockholder by the provision of a Confidential Private Offering
Memorandum, dated as of April 24, 2000, and other investment materials related
thereto (the "Offering"), the Company will issue Common Stock to each
Stockholder without registration thereof under the Securities Act (as
hereinafter defined) (such shares of Common Stock issued to the Stockholders,
collectively the "Shares");

         WHEREAS, the Company has agreed to register the Common Stock purchased
by each Stockholder under the Securities Act (as hereinafter defined);

         WHEREAS, each Stockholder has agreed to purchase Common Stock of the
Company in the Offering, and each Stockholder desires to provide for the
registration of the resale by the Stockholders of Registrable Securities (as
hereinafter defined) from time to time upon the terms and conditions hereinafter
set forth; and

         WHEREAS, it is intended by the Company and the Stockholders that this
Agreement shall become effective with respect to a Stockholder immediately upon
the completion of such Stockholder's purchase of Common Stock pursuant to an
Investment Agreement under the Offering.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and affirmed, the
parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.


         As used in this Agreement, the following capitalized terms (in their
singular and plural forms, as applicable) have the following meanings:

         "Affiliate" has the meaning assigned to such term in Rule 144(a)(1) of
the Securities Act.

         "Agreement" has the meaning assigned to such term in the introductory
paragraph to this Agreement.



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         "Commission" means the United States Securities and Exchange Commission
and any successor United States federal agency or governmental authority having
similar powers.

         "Common Stock" means common stock, par value $0.001 per share, of the
Company.

         "Company" has the meaning assigned to such term in the introductory
paragraph to this Agreement.

         "Demand Registration" has the meaning assigned to such term in Section
2(b).

         "Demand Request" has the meaning assigned to such term in Section 2(b).

         "Effective Period" has the meaning assigned to such term in Section
2(a)(ii).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.

         "Material Adverse Effect" has the meaning assigned to such term in
Section 2(b)(iv).

         "Material Disclosure Event" means, as of any date of determination, any
pending or imminent event relating to the Company, which, in the good faith,
reasonable opinion of the Board of Directors of the Company (i) requires
disclosure of material, non-public information relating to such event in any
registration statement so that such registration statement would not be
materially misleading, (ii) is otherwise not required to be publicly disclosed
at that time (e.g., on Form 8-K or Form 10-Q) under applicable federal or state
securities laws, and (iii) if publicly disclosed at the time of such event,
would have a material adverse effect on the business, financial condition or
prospects of the Company.

         "Offering" has the meaning assigned to such term in the recitals to
this Agreement.

         "Permitted Assignee" means any person or entity that acquires, in a
single, non-public transaction from any Stockholder, at least ten percent of the
Company's then-outstanding shares of Common Stock, such percentage to be
calculated immediately after such acquisition.

         "Piggyback Registration" has the meaning assigned to such term in
Section 2(c)(i).

         The terms "register," "registered" and "registration" means a
registration effected by preparing and filing with the Commission a registration
statement on an appropriate form in compliance with the Securities


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Act, and the declaration or order of the Commission of the effectiveness of such
registration statement under the Securities Act.

         "Registrable Securities" means the Shares (and any other securities
issued by the Company in respect thereof); provided, however, that as to any
Registrable Securities, such securities shall cease to constitute "Registrable
Securities" for purposes of this Agreement if and when (i) a registration
statement with respect to the sale of such securities shall have been declared
effective by the Commission and such securities shall have been sold pursuant
thereto in accordance with the intended plan and method of distribution therefor
set forth in the final prospectus forming part of such registration statement or
(ii) such securities shall have been sold in satisfaction of all applicable
resale provisions of Rule 144 under the Securities Act or (iii) such securities
have been transferred to any person or entity other than a Permitted Transferee
or (iv) such securities may be freely sold publicly without registration under
the Securities Act and without compliance with Rule 144 under the Securities Act
or (v) such securities may be freely sold publicly under Rule 144(k) under the
Securities Act without registration under the Securities Act.

         "Registration Expenses" means all reasonable expenses incurred by the
Company in complying with Section 2 hereof, including, without limitation, all
registration and filing fees (including fees and expenses associated with
filings required to be made with the National Association of Securities Dealers,
Inc. and any national securities exchange or U.S. automated inter-dealer
quotation system of a registered national securities association on which the
class of Registrable Securities is listed or otherwise admitted to unlisted
trading privileges), printing expenses, if any (including expenses of printing
certificates for the Registrable Securities being registered in a form eligible
for deposit with The Depository Trust Company and of printing registration
statements and prospectuses), fees and disbursements of counsel for the Company,
fees and expenses of compliance with state securities or "blue sky" laws
(including reasonable fees and expenses of one firm of counsel for all
underwriters collectively, if any, in connection with "blue sky" qualifications
of the Registrable Securities being registered and the determination of
eligibility for investment under the laws of such jurisdictions designated by
the underwriters, if any), accountants' fees and expenses (including the
expenses of any special audits or "comfort" letters incident to or required by
any such registration), transfer taxes, fees of transfer agents and registrars,
and reasonable fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, but excluding underwriting discounts and
commissions and broker-dealer concessions, commissions and allowances and
marketing expenses.

         "Required Filing Date" has the meaning assigned to such term in Section
2(b).

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

         "Shares" has the meaning assigned to such term in the recitals to this
Agreement.


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         "Shelf Registration Statement" has the meaning assigned to such term in
Sections 2(a)(i) and 2(d)(vi).

         "Stockholder" has the meaning assigned to such term in the introductory
paragraph to this Agreement.

         "Suspension Period" has the meaning assigned to such term in Section
2(a)(ii).

2. REGISTRATION UNDER THE SECURITIES ACT, ETC.

(a) Shelf Registration.

         (i) General. The Company shall use reasonable commercial efforts to
prepare and file with the Commission, and to cause to become effective under the
Securities Act, not later than December 31, 2000, a registration statement on an
applicable form relating to the resale, from time to time, of the Registrable
Securities by the Stockholders in accordance with the plan and method of
distribution set forth in the prospectus forming part of such registration
statement (a "Shelf Registration Statement"). The Company shall provide each
Stockholder with a reasonable opportunity to review and comment on such Shelf
Registration Statement prior to the filing thereof with the Commission, and
shall make all changes thereto as any Stockholder may request in writing to the
extent such changes are required, in the judgment of the Company, by the
Securities Act, and shall not unreasonably decline to make such other
appropriate changes thereto as any Stockholder may reasonably request in
writing.

         (ii) Effective Period. The Company agrees to use reasonable commercial
efforts to keep the Shelf Registration Statement continuously effective until
the 12-month anniversary of the date on which the Shelf Registration Statement
shall have first been declared effective by the Commission (subject to
Suspension Periods (as hereinafter defined) and extensions coincident with the
length of such Suspension Periods) or the date on which all Registrable
Securities covered by the Shelf Registration Statement have been sold thereunder
in accordance with the plan and method of distribution intended by the
Stockholders and as disclosed in the prospectus forming part of the Shelf
Registration Statement, provided that such period shall be extended with respect
to, and for, each Stockholder that reasonably believes that it may be deemed an
Affiliate of the Company until such time as (A) such Stockholder no longer
reasonably believes that it may be deemed an Affiliate of the Company, (B) the
Company has delivered to such Stockholder an opinion of counsel on which such
Stockholder is entitled to rely, which opinion is reasonably satisfactory to the
Stockholder and which incorporates the actual facts existing and does not assume
the required facts as true, concluding that the Stockholder is not an Affiliate
or (C) such Stockholder's rights under this Agreement shall have terminated
pursuant to Section 4 hereof (the "Effective Period").

         (iii) Suspension Period. For purposes hereof, "Suspension Period" shall
mean a period of time commencing on the date on which the Company provides
notice that the Shelf Registration Statement is no longer effective,


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that the prospectus included in the Shelf Registration Statement no longer
complies with the requirements therefor prescribed by Section 10(a) of the
Securities Act, or that there is a Material Disclosure Event and the Company has
elected to require the suspension of the sale by the Stockholders of Registrable
Securities pursuant to the Shelf Registration Statement, and shall end on the
date when the Stockholders either receive copies of the supplemented or amended
prospectus contemplated by Section 2(d)(vi) plus an additional five Business
Days or otherwise are advised in writing by the Company that use of the
prospectus may be resumed. Each of the Stockholders agrees that it will not sell
any Registrable Securities pursuant to the Shelf Registration Statement during
any Suspension Period. The Company agrees to cause each Suspension Period to end
as soon as reasonably practicable. The Company further agrees that no other
holder of the Company's stock will be permitted to sell shares of the Company's
stock pursuant to a registration statement during a Suspension Period. If one or
more Suspension Periods occur, the Effective Period shall be extended by such
number of days equal to the aggregate number of days included in all Suspension
Periods.

(b) Demand Registration.

         (i) Request for Registration. Commencing on January 1, 2001 and ending
on January 1, 2002, any one or more of the Stockholders may request
(collectively, the "Requesting Stockholders," which term shall include parties
deemed "Requesting Stockholders" pursuant to Section 2(b)(vi) hereof) in writing
(a "Demand Request"), that the Company effect the registration under the
Securities Act of that number of Shares requested and owned by the Requesting
Stockholders (a "Demand Registration"). Notwithstanding anything to the contrary
set forth in this Agreement, the Company shall in no event be required to
effect, in the aggregate with respect to all of the Stockholders, more than one
Demand Registration and must include as a Requesting Stockholder DDJ Capital
Management, LLC on behalf of B III Capital Partners, L.P. ("B III") and B III-A
Capital Partners, L.P. ("B III-A") or B III and B III-A; provided that, if any
Registrable Securities requested to be registered pursuant to a Demand Request
under this Section 2(b)(i) are excluded from a registration pursuant to Section
2(b)(iv) below, the Requesting Stockholders shall have the right, with respect
to each such exclusion, to one additional Demand Registration under this Section
2(b)(i) on the same terms with respect to such excluded Registrable Securities.
Subject to Section 2(b)(v), the Company shall file with the Commission, within
90 days after receiving a Demand Request (the "Required Filing Date"), a
registration statement on an appropriate form under the Securities Act providing
for the sale or distribution of those Registrable Securities subject to the
Demand Registration, and shall thereafter use reasonable commercial efforts to
cause the same to be declared effective by the Commission as promptly as
practicable after such filing. Notwithstanding anything to the contrary set
forth in this Agreement, (1) no Stockholder may make a Demand Request or
participate in a Demand Registration unless, at the time thereof, (a) such
Stockholder owns at least 10% of the then-outstanding shares of Common Stock or
(b) certifies in writing to the Company that such Stockholder may be deemed to
be an affiliate of the Company under the Securities Act; (2) the Company shall
not be required to effect any Demand Registration pursuant to any registration


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statement other than the Shelf Registration Statement at any time when the Shelf
Registration Statement is effective and may be used for such Demand
Registration; and (3) the Company shall not be required to effect any Demand
Registration of an offering and sale that can otherwise be effected in
compliance with Rule 144 under the Securities Act.

         (ii) Effective Registration and Expenses. A registration will not count
as a Demand Registration until it has become effective (unless the Requesting
Stockholders withdraw from such registration all their Registrable Securities
and the Company has performed its obligations hereunder in all material
respects, in which case such demand will count as a Demand Registration unless
the Requesting Stockholders pay all Registration Expenses in connection with
such withdrawn registration); provided that, if, after it has become effective,
an offering of Registrable Securities pursuant to such registration is
terminated by any stop order, injunction, or other order of the Commission or
other governmental agency or court, such registration will be deemed not to have
been effected and will not count as a Demand Registration.

         (iii) Selection of Underwriters. Any offering of Registrable Securities
pursuant to a Demand Registration shall be in the form of a "firm commitment"
underwritten offering or such other lawful form as the Requesting Stockholders
may reasonably specify; provided however, that no such offering may be in the
form of a "best efforts" or similar type offering. With respect to any offering
of Registrable Securities pursuant to a Demand Registration in the form of a
"firm commitment" underwritten offering, the holders of a majority of the
Registrable Securities to be included in such offering and the Company shall
jointly select the investment banking firm or firms to manage the underwritten
offering.

         (iv) Priority on Demand Registrations. No securities to be sold for the
account of any person or entity (including the Company) other than a Requesting
Stockholder shall be included in a Demand Registration unless the managing
underwriter or underwriters shall advise the Company or the Requesting
Stockholders in writing that the inclusion of such securities will not
materially and adversely affect the price or success of the offering (a
"Material Adverse Effect"). Furthermore, in the event that the managing
underwriter or underwriters shall advise the Company or the Requesting
Stockholders that even after exclusion of all securities of the other persons or
entities pursuant to the immediately preceding sentence, the amount of
Registrable Securities proposed to be included in such Demand Registration by
Requesting Stockholders is sufficiently large to cause a Material Adverse
Effect, the Registrable Securities of the Requesting Stockholders to be included
in such Demand Registration shall equal that number of Shares which the Company
is so advised can be sold in such offering without a Material Adverse Effect and
such Shares shall be allocated pro rata among the Requesting Stockholders on the
basis of the number of Shares requested to be included by each such Requesting
Stockholder.

         (v) Deferral of Filing. If a Material Disclosure Event exists as of the
time the filing of a registration statement is otherwise required by Section
2(b), the Company may defer such filing (but not the preparation) of such
registration statement until a date not later than 150 days after the Required
Filing Date. A deferral of the filing of a registration


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statement pursuant to this Section 2(b)(v) shall be lifted, and the requested
registration statement shall be filed forthwith, if the Material Disclosure
Event ceases. In order to defer the filing of a registration statement pursuant
to this Section 2(b)(v), the Company shall promptly (but in any event within 10
days), upon determining to seek such deferral, deliver to each Requesting
Stockholder a certificate signed by an executive officer of the Company stating
that the Company is deferring such filing pursuant to this Section 2(b)(v) and a
general statement of the reason for such deferral (which statement need not
include any information which, in the opinion of the Company, constitutes
material, nonpublic information) and an approximation of the anticipated delay.
Within 20 days after receiving such certificate, the holders of a majority of
the Registrable Securities beneficially owned by the Requesting Stockholders and
for which registration was previously requested may withdraw such Demand Request
by giving notice to the Company; if withdrawn, the Demand Request shall be
deemed not to have been made for all purposes of this Agreement.

         (vi) Rights of Nonrequesting Stockholders. Upon receipt of any Demand
Request, the Company shall promptly, but in any event within 15 days, give
notice of such proposed Demand Registration to all other Stockholders, who shall
have the right, exercisable by written notice to the Company within 20 days of
their receipt of the Company's notice, to elect to include in such Demand
Registration, all or any portion of their Registrable Securities (such notice
from any Stockholder shall state the number of shares of Common Stock requested
to be registered). All Stockholders requesting to have any of their Registrable
Securities included in a Demand Registration in accordance with the preceding
sentence shall be deemed to be "Requesting Stockholders" for purposes of Section
2. The failure of any Stockholder to elect to include any of such Stockholder's
Registrable Securities in such Demand Registration pursuant to this Section
2(b)(vi) shall not result in such Demand Registration failing to count as one
Demand Registration for all purposes of this Agreement.

(c) Piggyback Registration.

         (i) Right to Piggyback. Commencing on January 1, 2001 and ending on
January 1, 2003, each time during such period that the Company proposes to
register any of its Common Stock under the Securities Act for sale pursuant to
an underwritten public offering for cash (whether for the account of the Company
or the account of any securityholder of the Company other than under Section
2(b)) and the form of registration statement to be used permits the registration
of Registrable Securities (without limitation, Forms S-4 and S-8 and successor
forms thereto shall be deemed not to permit such registration), the Company
shall give prompt written notice to each Stockholder (which notice shall be
given not less than 30 days prior to the effective date of the Company's
registration statement), which notice shall offer each Stockholder the
opportunity to include any or all of such Registrable Securities of such
Stockholder in such registration statement, subject to the limitations contained
in Section 2(c)(ii) (a "Piggyback Registration"). Each Stockholder that desires
to have its Registrable Securities included in such registration statement shall
so advise the Company in writing (stating the number of shares of Common Stock
desired to be registered) within 20 days after the date of receipt of such
notice from the Company. Any Stockholder shall have the right to withdraw such


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Stockholder's request for inclusion of such Stockholder's Registrable Securities
in any registration statement pursuant to this Section 2(c) by giving written
notice to the Company of such withdrawal not later than five days prior to the
effective date of the Company's registration statement. Subject to Section
2(c)(ii) below, the Company shall include in such registration statement all
such Registrable Securities so requested to be included therein; provided,
however, that the Company may at any time withdraw or cease proceeding with any
such registration if it shall at the same time withdraw or cease proceeding with
the registration of all the Common Stock originally proposed to be registered.
Notwithstanding anything to the contrary set forth in this Agreement, no
Stockholder may participate in a registration under this Section 2(c) unless, at
the time thereof, (1) such Stockholder owns at least 5% of the then-outstanding
shares of Common Stock or (2) certifies in writing to the Company that such
Stockholder may be deemed to be an affiliate of the Company under the Securities
Act.

         (ii) Priority on Piggyback Registrations. If the Registrable Securities
requested to be included in the registration statement by any Stockholder differ
from the type of securities proposed to be registered by the Company and the
managing underwriter advises the Company that due to such differences the
inclusion of such Registrable Securities would cause a Material Adverse Effect,
then (1) the number of such Stockholder's or Stockholders' Registrable
Securities to be included in the Registration Statement shall be reduced to an
amount which, in the judgment of the managing underwriter, would eliminate such
Material Adverse Effect or (2) if no such reduction would, in the judgment of
the managing underwriter, eliminate such Material Adverse Effect, then the
Company shall have the right to exclude all such Registrable Securities from
such registration statement provided no other securities of such type are
included and offered for the account of any other person or entity in such
registration statement. Any partial reduction in the number of Registrable
Securities to be included in the registration statement pursuant to clause (1)
of the immediately preceding sentence shall be effected pro rata based on the
ratio which such Stockholder's requested securities bears to the total number of
Shares requested to be included in such registration statement by all persons or
entities (including Requesting Stockholders) who have requested (pursuant to
contractual registration rights) that their securities be included in such
registration statement. If the Registrable Securities requested to be included
in the registration statement are of the same type as the securities being
registered by the Company and the managing underwriter advises the Company that
the inclusion of such Registrable Securities would cause a Material Adverse
Effect, the Company will be obligated to include in such registration statement,
as to each Stockholder, only a portion of the Registerable Securities such
Stockholder has requested be registered equal to the ratio which such
Stockholder's requested securities bears to the total number of Shares requested
to be included in such registration statement by all persons or entities
(including Requesting Stockholders) who have requested (pursuant to contractual
registration rights) that their securities be included in such registration
statement. If as a result of the provisions of this Section 2(c)(ii) any
Stockholder shall not be entitled to include all Registrable Securities in a
registration that such Stockholder has requested to be so included, such
Stockholder may withdraw such Stockholder's request to include Registrable
Securities in such registration statement.


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(d) Registration Procedures. The Company shall:

         (i) provide the Stockholders with a reasonable opportunity to review
and comment on any registration statement to be filed pursuant to Section 2 of
this Agreement prior to the filing thereof with the Commission, and shall make
all changes thereto as any Stockholder may request in writing to the extent such
changes are required, in the judgment of the Company, by the Securities Act, and
shall not unreasonably decline to make such other appropriate changes thereto as
any Stockholder may reasonably request in writing.

         (ii) cause any such registration statement and the related prospectus
and any amendment or supplement thereto, as of the effective date of such
registration statement, amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission promulgated thereunder and (B) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;

         (iii) use reasonable commercial efforts to prepare and file with the
Commission such amendments and supplements to such registration statement and
the prospectus used in connection with such registration statement, and take
such other actions, as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such registration
statement until, with respect to the Shelf Registration Statement, the earlier
of (a) such time as all such Registrable Securities have been disposed of in
accordance with the intended plan and method of disposition by the Stockholders
or (b) the 12-month anniversary of the date on which such Shelf Registration
Statement was first declared effective (subject to Suspension Periods and
extensions coincident with the length of such suspensions) or such extended
period of effectiveness provided for Affiliates in accordance with Section
2(a)(ii) hereof, and with respect to any registration statement filed under
Section 2(b) of this Agreement, such time as all such Registrable Securities
have been disposed of in accordance with the intended plan and method of
disposition by the Stockholders but in no event later than July 1, 2002, and
with respect to any registration statement filed under Section 2(c) of this
Agreement, such time as the Company determines to withdraw or cease proceeding
with any such registration pursuant to the terms hereof, and will furnish to the
Stockholders a copy of any amendment or supplement to such registration
statement or prospectus prior to filing the same with the Commission and shall
not file any such amendment or supplement to which the Stockholders shall
reasonably have objected in writing on the grounds that such amendment or
supplement does not comply in all material respects with the requirements of the
Securities Act or otherwise inaccurately describes information pertaining to the
Stockholders or to the intended plan and method of disposition of Registrable
Securities by the Stockholders;

         (iv) furnish to the Stockholders such number of conformed copies of
such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits thereto), such number of copies of


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the prospectus included in such registration statement (including each
preliminary prospectus), and such number of the documents, if any, incorporated
by reference in such registration statement or prospectus, as the Stockholders
reasonably may request;

         (v) use reasonable commercial efforts to register or qualify the
Registrable Securities covered by such registration statement under such
securities or "blue sky" laws of the states of the United States as the
Stockholders reasonably shall request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and to do any and all other acts and things which may be necessary or
advisable to enable the Stockholders to consummate the disposition in such
jurisdictions of the Registrable Securities covered by such registration
statement, except that the Company shall not for any such purpose be required to
qualify generally to do business as a foreign corporation in any jurisdiction in
which it is not and would not, but for the requirements of this Section 2(d)(v),
be obligated to be so qualified, or to subject itself to taxation in any such
jurisdiction, or to consent to general service of process in any such
jurisdiction;

         (vi) immediately notify the Stockholders, at any time when a prospectus
or prospectus supplement relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the occurrence of any event as a
result of which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, which untrue statement or omission requires amendment of the
registration statement or supplementing of the prospectus, and, at the request
of the Stockholders, prepare and furnish to the Stockholders a reasonable number
of copies of a supplement to such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that with respect to Registrable
Securities registered pursuant to such registration statement, each Stockholder
agrees that it will not sell any Registrable Securities pursuant to such
registration statement during the time after the furnishing of the Company's
notice that the Company is preparing and filing with the Commission a supplement
to or an amendment of such prospectus or registration statement and, with
respect to a Shelf Registration Statement, such period shall be a Suspension
Period for purposes of determining the Effective Period hereunder;

         (vii) use reasonable commercial efforts to comply with all applicable
rules and regulations of the Commission, and make available to holders of its
securities, as soon as reasonably practicable, an earnings statement covering
the period of at least 12 months, but not more than 18 months, beginning with
the first month of the first fiscal quarter after the effective date of such
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;


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         (viii) provide and cause to be maintained a transfer agent and
registrar for the Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such registration
statement; it being hereby agreed that the Stockholders shall furnish to the
Company such information regarding the Stockholders and the plan and method of
distribution of Registrable Securities intended by the Stockholders as the
Company may from time to time reasonably request in writing and as shall be
required by law or by the Commission in connection therewith;

         (ix) notify the Stockholders and the managing underwriters, if any,
promptly, and (if requested by any such person) confirm such notice in writing,
(A) when a prospectus, prospectus supplement or post-effective amendment related
to such registration statement has been filed, and, with respect to such
registration statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission or any other federal
or state governmental authority for amendments or supplements to such
registration statement or related prospectus, (C) of the issuance by the
Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of such registration statement or the
initiation of any proceedings for that purpose, and (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose;

         (x) use reasonable commercial efforts to obtain the withdrawal of any
order suspending the effectiveness of such registration statement, or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the
earliest possible moment;

         (xi) cooperate with the Stockholders and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates will not bear
any restrictive legends; and enable such Registrable Securities to be in such
authorized denominations and registered in such names as the managing
underwriters, if any, shall reasonably request at least two Business Days prior
to any sale of Registrable Securities to the underwriters; and

         (xii) with respect to a "firm commitment" underwritten offering, enter
into an underwriting agreement in such form, scope and substance as is customary
in such underwritten offerings.

(e) Preparation; Reasonable Investigation. In connection with the preparation
and filing of each registration statement registering Registrable Securities
under the Securities Act as contemplated by this Agreement, the Company shall
give the Stockholders, their underwriters, if any, and the Stockholders' counsel
and accountants, the opportunity to review the Company's preparation of such
registration statement, each prospectus included in such registration statement
or filed with the Commission and each amendment or supplement thereto, and the
Company will give such person or persons such


                                       11
<PAGE>   12
reasonable access to the Company's books and records and such opportunities to
discuss the business of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary
for the Stockholders and such other persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act. To
minimize disruption and expense to the Company during the course of the
registration process, each Stockholder shall use reasonable commercial efforts
to coordinate its investigation and due diligence efforts and, to the extent
practicable, will act through a single firm of counsel for all Stockholders and
a single firm of accountants for all Stockholders and, if requested by the
Company, will enter into a confidentiality agreement with the Company in a form
reasonably satisfactory to the Company.


(f) Indemnification. (i) Indemnification by the Company. The Company shall
indemnify and hold harmless (x) each Stockholder and its affiliates, with
respect to any registration statement filed pursuant to this Agreement, (y) any
underwriter or selling agent selected by the Stockholders with respect to such
Registrable Securities and (z) each person who controls the Stockholder or
affiliate, including directors and officers of each Stockholder, and any
underwriter or selling agent, within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act, against any losses, claims, damages,
liabilities or expenses (each a "Loss" and collectively "Losses"), joint or
several, to which the Stockholder or any such persons may become subject under
the Securities Act or otherwise, to the extent that such Losses (or related
actions or proceedings) arise out of or are based upon (A) any untrue statement
or alleged untrue statement of any material fact contained in an effective
registration statement in which such Registrable Securities were included for
registration under the Securities Act, any preliminary prospectus if used prior
to the effective date of the registration statement (unless such statement is
corrected in the final prospectus and the Company shall have furnished a
sufficient number of copies thereof to the Stockholder in a manner and at a time
sufficient to permit delivery of the same to prospective purchasers concurrently
with or prior to the sale of the related Registrable Securities), final
prospectus (as supplemented, if the Company shall have filed with the Commission
any supplement thereto) if used during the period in which the Company is
required to keep the registration statement to which such prospectus relates
current and otherwise in compliance with Section 10(a) of the Securities Act, or
(B) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however,
that the Company shall have no obligation to provide any indemnification
hereunder if any such Losses (or actions or proceedings in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, preliminary
prospectus or final prospectus, as the case may be, in reliance upon and in
conformity with written information furnished to the Company by the Stockholder
or on the Stockholder's behalf for inclusion in such registration statement; and
provided, further, that the Company shall have no obligation to provide any
indemnification hereunder if any such Losses arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission in
the final prospectus, if such untrue statement or alleged untrue statement or
omission or alleged omission shall have been corrected in a supplement to the
final prospectus and the Stockholder or any such other person shall have failed


                                       12
<PAGE>   13

books and records and such opportunities to prospectus as so supplemented prior
to or concurrently with the sale of the Registrable Securities covered by a
registration statement to the individual or entity asserting such Losses after
the Company shall have furnished the Stockholder or any such other persons with
a sufficient number of copies thereof in a manner and at a time sufficient to
permit such delivery of the same. The indemnity provided in this Section 2(f)(i)
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Stockholder or any such other persons and shall survive the
transfer of the Registrable Securities by the Stockholder or any such other
persons.

         (ii) Indemnification by the Stockholders. Each Stockholder shall
indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 2(f)(i) hereof) the Company, each director of the Company, each
officer of the Company who shall sign such registration statement and each other
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, with respect to any untrue
statement in or omission from any registration statement filed by the Company
pursuant to this Agreement, any preliminary prospectus or any final prospectus
included in such registration statement, or any amendment or supplement to such
registration statement or prospectus, as the case may be, of a material fact if
such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company or any of its representatives by
the Stockholder or such other persons, if any, who control the Stockholder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, or on the Stockholder's behalf, for inclusion in such registration
statement, preliminary prospectus or final prospectus, as the case may be. In no
event shall the liability of any Stockholder be greater in amount than the
proceeds received by such Stockholder upon the sale of the Registrable
Securities giving rise to the indemnification obligations.

         (iii) Notice of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding (an "Action")
involving a claim referred to in Sections 2(f)(i) and 2(f)(ii) hereof, such
indemnified party shall, if indemnification is sought against an indemnifying
party, give written notice to the indemnifying party of the commencement of such
action; provided, however, that the failure of any indemnified party to give
said notice shall not relieve the indemnifying party of its obligations under
Sections 2(f)(i) or 2(f)(ii) hereof, except to the extent that the indemnifying
party is actually and materially prejudiced by such failure. In case an Action
is brought against any indemnified party, and such indemnified party notifies an
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice, to assume the defense thereof with counsel reasonably satisfactory to
such indemnified party. Notwithstanding the foregoing, the indemnified party
shall have the right to employ its own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of such indemnified party,
unless (A) the employment of such counsel shall have been authorized in writing
by the indemnifying party, (B) the indemnifying party shall not have employed
counsel (reasonably satisfactory to the indemnified party) to take charge of the
defense of such Action, within a reasonable time after notice of the
commencement thereof, or (C) such


                                       13
<PAGE>   14

indemnified party reasonably shall have concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party which, if the indemnifying party and the indemnified party
were to be represented by the same counsel, could result in a conflict of
interest for such counsel or materially prejudice the prosecution of the
defenses available to such indemnified party. If any of the events specified in
clauses (A), (B) or (C) of the preceding sentence shall have occurred or
otherwise shall be applicable, then the fees and expenses of one counsel (or
firm of counsel) for the indemnified party shall be borne by the indemnifying
party. If, in any case, the indemnified party employs separate counsel, the
indemnifying party shall not have the right to direct the defense of such action
on behalf of the indemnified party. Anything in this Section 2(f)(iii) to the
contrary notwithstanding, an indemnifying party shall not be liable for the
settlement of any action effected without its prior written consent (which
consent in the case of an action exclusively seeking monetary relief shall not
unreasonably be withheld or delayed), but if settled with the prior written
consent of the indemnifying party, or if there be a final judgment adverse to
the indemnified party, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior consent
of the indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as a term thereof the unconditional release of
the indemnified party from all liability in respect of such claim or litigation.

         (iv) Contribution. If the indemnification provided for in this Section
2 is unavailable or insufficient to hold harmless an indemnified party in
respect of any Losses, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such Losses in such proportion as
appropriate to reflect the relative fault of the Company, on the one hand, and
the Stockholder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or mitigate the damage in
respect of or prevent any untrue statement or omission giving rise to such
indemnification obligation. The Company and the Stockholders agree that it would
not be just and equitable if contributions pursuant to this Section 2(f)(iv)
were determined by pro rata allocation or by any other method of allocation
which did not take account of the equitable considerations referred to above. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation. No Stockholder shall be
required to contribute any amount in excess of the amount by which the total net
proceeds received by such Stockholder with respect to the Registrable Securities
sold by such Stockholder exceeds the amount of any damages which such
Stockholder has otherwise been required to pay by reason of an untrue statement
or an omission.

         (v) Indemnification Payments. Periodic payments of amounts required to
be paid pursuant to this Section 2 shall be made during the course of the
investigation or defense, as and when reasonably itemized bills therefor are
delivered to the indemnifying party in respect of any particular Loss, damage or
liability that is incurred.


                                       14
<PAGE>   15

(g) Registration Expenses. The Company shall bear all Registration Expenses
incurred in connection with the performance of its obligations under Section 2
of this Agreement.

(h) Holdback Agreements.

         (i) Restrictions on Public Sale by Stockholders. Each Stockholder
agrees not to effect any public sale or distribution of Registrable Securities
or similar securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, including a sale pursuant to
Rule 144 under the Securities Act, during the 14 days prior to, and during the
period (not to exceed 90 days) beginning on, the commencement of an underwritten
public distribution of Registrable Securities under any registration statement
pursuant to this Agreement (except as part of such underwritten public
distribution), if and to the extent requested by the Company or by the managing
underwriter or underwriters.

         (ii) Restrictions on Public Sale by the Company. The Company agrees not
to effect any public sale or distribution of any securities similar to those
being registered hereunder, or any securities convertible into or exchangeable
or exercisable for such securities, except in any case for any such sale or
distribution of such securities in connection with any merger or consolidation
involving the Company or any subsidiary thereof, the acquisition by the Company
or any subsidiary thereof of the capital stock or substantially all of the
assets of any other person or entity, any shelf registration, or any employee or
director benefit or similar plan or any dividend reinvestment plan), during the
14 days prior to, and during the period (not to exceed 90 days) beginning on,
the commencement of an underwritten public distribution of Registrable
Securities, if and to the extent requested by the managing underwriter or
underwriters.

         (i) Certain Obligations of Stockholders. The Company may require each
Stockholder of Registrable Securities as to which any registration is being
effected to furnish to the Company all such information regarding the
distribution of such Registrable Securities as the Company may from time to time
reasonably request in writing and such other information as may be legally
required in connection with such registration. Each Stockholder agrees that,
upon receipt of any notice from the Company of the happening of any Material
Disclosure Event, such Stockholder will forthwith discontinue the offering and
disposition of Registrable Securities pursuant to any registration statement
covering such Registrable Securities until such Stockholder's receipt of the
copies of any supplemented or amended prospectus and until it is advised in
writing by the Company that the use of the prospectus may be resumed, and, if so
directed by the Company, such Stockholder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Stockholder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the Company shall extend the period during which such
registration statement shall be maintained effective by the number of days
during the period from and including the date of the giving of such notice to
and including the date when each Stockholder of Registrable Securities covered
by such registration statement shall have received the copies of any


                                       15
<PAGE>   16

supplemented or amended prospectus and such notification from the Company
permitting the resumption of the use of the prospectus. No Stockholder may
participate in any registration under this Agreement (whether pursuant to the
Shelf Registration Statement, a Demand Registration or a Piggyback Registration)
unless such Stockholder (1) agrees to sell its Registrable Securities on the
basis provided in any underwriting arrangements approved by the Company; and (2)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements, and other documents reasonably required under the terms
of such underwriting arrangements; provided, however, that no Stockholder shall
be required to make any representations or warranties in connection with any
such registration other than representations and warranties as to (a) its
ownership of its Registrable Securities to be sold or transferred free and clear
of all liens, claims, and encumbrances, (b) its power and authority to effect
such transfer, and (c) such matters pertaining to compliance with securities
laws as may be reasonably requested.

3. RULE 144.

         The Company shall comply with the requirements of Rule 144(c) under the
Securities Act, as such Rule may be amended from time to time (or any similar
rule or regulation hereafter adopted by the Commission), regarding the
availability of current public information to the extent required to enable any
Stockholder to sell Registrable Securities without registration under the
Securities Act pursuant to the resale provisions of Rule 144 (or any similar
rule or regulation). Upon the request of any Stockholder, the Company will
deliver to such Stockholder a written statement as to whether it has complied
with such requirements and, upon such Stockholder's compliance with the
applicable provisions of Rule 144, will take such action as may be required
(including, without limitation, causing legal counsel to issue an appropriate
opinion) to cause its transfer agent to effectuate any transfer of Registrable
Securities properly requested by such Stockholder, in accordance with the terms
and conditions of Rule 144.

4. TERMINATION; GOING PRIVATE

         This Agreement shall terminate and shall no longer be of any force and
effect (except as with respect to the indemnification rights and obligations
that are set forth in Section 2 hereof, as such rights and obligations may exist
at the time or arise thereafter) in the event and as of the date of, if such
time shall ever occur, the Company no longer is a public company. For purposes
hereof, a "public company" shall be interpreted as such concept is generally
defined under the securities laws of the United States.

5. MISCELLANEOUS.

         (a) Notice Generally. Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Agreement shall specify the Section of this Agreement
pursuant to which it is given or being made and shall be sufficiently given or
made if in writing and signed by the party making the same, and either delivered
in person with receipt acknowledged or sent by registered or certified mail,


                                       16
<PAGE>   17

return receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback, addressed as follows:

                  (i)      If to any Stockholder, at the address of such
                           Stockholder as set forth on the signature pages
                           hereto; and

                  (ii)     If to Company, at

                               Samuels Jewelers, Inc.
                               2914 Montopolis Drive, Suite 200
                               Austin, Texas 78741
                               Attention: E. Peter Healey
                               Executive Vice President,
                               Chief Financial Officer and Secretary
                               Telecopy Number:  (512) 369-1515

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three Business Days after the same shall have been deposited in
the United States mail (by registered or certified mail, return receipt
requested, postage prepaid), whichever is earlier.

         (b) Successors and Assigns. This Agreement (i) may not be assigned by
the Company or any Stockholder (except that this Agreement may be assigned by
any Stockholder to a Permitted Assignee in connection with the transaction
pursuant to which such Permitted Assignee becomes such, whereupon such Permitted
Assignee shall be deemed to be a Stockholder for all purposes of this Agreement)
and (ii) shall be binding on all successors to the Company and the Stockholders.

         (c) No Third Party Beneficiaries. Except as set forth in Section 5(b),
nothing in this Agreement, express or implied, is intended to or shall confer
upon any person any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement, and no person shall be deemed a
third-party beneficiary under or by reason of this Agreement.

         (d) Amendments. This Agreement may be amended or modified only by a
written agreement signed by each party hereto.

         (e) Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


                                       17
<PAGE>   18

         (f) Headings. The headings used in this Agreement are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Agreement.

         (g) Governing Law. This Agreement shall be governed by the laws of the
State of New York, without regard to the provisions thereof relating to conflict
of laws.

         (h) Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

         (i) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Stockholders in respect of the subject
matter contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter of this
Agreement.

         (j) Specific Performance. The parties hereto acknowledge and agree that
they would not have adequate remedies at law and would be irreparably harmed if
any of the provisions of this Agreement were not performed by the parties hereto
in accordance with the specific terms hereof or were otherwise breached, and
that, in such case, it would be impossible to measure in money the damages to
such parties. It is accordingly agreed that the parties hereto shall be entitled
to injunctive relief or the enforcement of other equitable remedies, without
bond or other security, to compel performance and to prevent breaches of this
Agreement and specifically to enforce the terms and provisions hereof, in
addition to any other remedy to which they may be entitled, at law or in equity.

                                       18
<PAGE>   19

         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed and delivered as of the date first above
written.

                                 SAMUELS JEWELERS, INC.

                                 By: /s/ Dwayne A. Cooper
                                     ------------------------------------------
                                     Name: Dwayne A. Cooper
                                     Title: Vice President, Treasurer and
                                            Assistant Secretary



                                 WEIL, GOTSHAL & MANGES LLP

                                 By: /s/ Charles E. Harrell
                                     ------------------------------------------
                                     Name: Charles E. Harrell
                                     Title:  Partner
                                     Address: 700 Louisiana, Suite 1600
                                              Houston, TX 77002
                                     Telecopy No.: (713) 224-9511




                                       19
<PAGE>   20
                                 B III CAPITAL PARTNERS, L.P.

                                 BY: DDJ CAPITAL III, LLC, ITS GENERAL PARTNER
                                 BY: DDJ CAPITAL MANAGEMENT, LLC, MANAGER

                                 By: /s/ David J. Breazzano
                                     ------------------------------------------
                                     Name: David J. Breazzano
                                     Title: Member
                                     Address: 141 Linden Street
                                              Wellesley, MA 02482-7910
                                     Telecopy No.: (718) 283-8555



                                 B III-A CAPITAL PARTNERS, L.P.

                                 BY: GP III-A, LLC, ITS GENERAL PARTNER
                                 BY: DDJ CAPITAL MANAGEMENT, LLC, MANAGER

                                 By: /s/ David J. Breazzano
                                     ------------------------------------------
                                     Name: David J. Breazzano
                                     Title: Member
                                     Address: 141 Linden Street
                                              Wellesley, MA 02482-7910
                                     Telecopy No.: (718) 283-8555












                                       20