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                                                                EXHIBIT 10.11


                             SAMUELS JEWELERS, INC.
                            STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of July ___,
2000 between Samuels Jewelers, Inc., a Delaware corporation (the "Company"), and
________________ (the "Purchaser"). In consideration of the agreements contained
herein, the parties agree as follows:

         1. Issuance. The Company agrees to issue to Purchaser, and Purchaser
hereby agrees to purchase from the Company on the date hereof _________________
shares of common stock of the Company at a per share price equal to $5.25 (the
"Purchased Shares") for a total purchase price of $____________________.
Purchaser's rights as a shareholder with respect to the Purchased Shares are
subject to restrictions and conditions imposed by this Agreement.

         2. Loans in Connection with the Purchased Shares. The Company agrees to
initially lend to Purchaser for the purpose of acquiring the Purchased Shares an
amount not to exceed 90% of the purchase price (the "Loan"). Purchaser shall
execute a promissory note in favor of the Company (the "Note") in substantially
the form of Exhibit A attached hereto in a principal amount equal to the amount
of such Loan, contemporaneously with the execution of this Agreement. The Note
shall be 100% recourse as to the accrued interest and 25% recourse as to the
principal on the Note.

         3. Purchaser Representations and Agreements. Purchaser hereby
represents and warrants to, and agrees with, the Company as set forth below.

                  (a) Purchaser has full power and authority to execute, deliver
                  and perform Purchaser's obligations under this Agreement and


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                  this Agreement is a valid and binding obligation of Purchaser,
                  enforceable in accordance with its terms. Purchaser is not
                  subject to any restriction on Purchaser's ability to acquire
                  the Purchased Shares being acquired pursuant to this
                  Agreement.

                  (b) Purchaser has reviewed this Agreement and all annexes,
                  schedules and exhibits attached hereto, and has received all
                  such business, financial and other information as Purchaser
                  deems necessary and appropriate to enable Purchaser to
                  evaluate the financial risk inherent in making an investment
                  in the Purchased Shares.

                  (c) Purchaser has been furnished access to the business
                  records of the Company and such additional information and
                  documents as Purchaser has requested and has been afforded an
                  opportunity to ask questions of and receive answers from
                  representatives of the Company concerning the business,
                  operations, market potential, capitalization, financial
                  condition and prospects, and all other matters deemed relevant
                  by Purchaser.

                  (d) Purchaser is acquiring the Purchased Shares acquired
                  hereunder with Purchaser's own property for investment, for
                  Purchaser's own account, and not as a nominee or agent for any
                  other person, firm or corporation, and not with a view to the
                  sale or distribution of all or any part thereof. Purchaser
                  does not have any contract, undertaking, agreement or



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                  arrangement with any person, firm or corporation to sell,
                  transfer or grant participation to such person, firm or
                  corporation, with respect to any of the Purchased Shares.

                  (e) If the Purchased Shares sold to the Purchaser are not
                  covered by a valid registration statement and cannot be freely
                  transferred without such a registration statement in place,
                  the Company shall use all reasonable efforts to register such
                  Purchased Shares on whatever form it deems appropriate.

                  (f) Purchaser (i) has such knowledge and experience in
                  financial and business matters as to be capable of evaluating
                  the merits and risks of his or her investment in the Company;
                  (ii) has the ability to bear the economic risks of its
                  investment for an indefinite period of time; and (iii) has
                  either a pre-existing personal or business relationship with
                  the Company or any of the Company's officers, directors, or
                  controlling persons, or by reason of Purchaser's business or
                  financial experience or the business or financial experience
                  of Purchaser's professional advisors who are unaffiliated with
                  and who are not compensated by the Company or any affiliate or
                  selling agent of the Company, directly or indirectly, could be
                  reasonably assumed to have the capacity to protect Purchaser's
                  own interest in connection with the transaction.

           4. Restriction on Sale or Transfer. Except as provided herein, none
of the Purchased Shares (or any beneficial interest therein) shall be sold,
transferred, assigned or pledged (including transfer by operation of law)



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and any attempt to make any such sale, transfer, assignment or pledge shall be
null and void and of no effect unless such transfer complies with all applicable
law, including, without limitation, securities law. The Company shall not be
required (a) to transfer on its books any Purchased Shares which shall have been
sold, pledged or disposed of in violation of any of the provisions of this
Agreement or (b) to treat as owner of such Purchased Shares or to accord the
right to vote or to pay dividends to any purported transferee of Purchased
Shares in violation of this Agreement.

           5. Injunctive Relief. Purchaser acknowledges that (i) the provisions
of Section 4 are reasonable and necessary to protect the legitimate interests of
the Company, and (ii) any violation of Section 4 will result in irreparable
injury to the Company, the exact amount of which will be difficult to ascertain,
and that the remedies at law for any such violation would not be reasonable or
adequate compensation to the Company for such a violation. Accordingly,
Purchaser agrees that if Purchaser violates the provisions of Section 4, in
addition to any other remedy which may be available at law or in equity, the
Company shall be entitled to specific performance and injunctive relief, without
posting bond or other security, and without the necessity of proving actual
damages.

           6. Legends. The certificates representing the Purchased Shares will
bear substantially the following legends:

                  (a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                  CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH



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                  SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
                  REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
                  COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
                  NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

                  (b) "THE SHARES RESPRESENTED BY THIS CERTIFICATE MAY BE
                  TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT
                  BETWEEN SAMUELS JEWELERS, INC AND THE SHAREHOLDER, A COPY OF
                  WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

           7. Tax Matters. Purchaser understands that Purchaser (and not the
Company) shall be responsible for and will pay any federal, state, local or
foreign tax liability and any of Purchaser's other tax consequences that may
arise as a result of the transactions contemplated by this Agreement, including
the acquisition and disposition of Purchased Shares. Purchaser shall rely solely
on the determinations of Purchaser's tax advisors or his or her own
determinations, and not on any statements or representations by the Company or
any of its agents, with regard to all such tax matters.

           8. General Provisions.

                  (a) No Assignments. Except as specifically provided to the
                  contrary in this Agreement, neither party shall transfer,
                  assign or encumber any of its or his or her rights,
                  privileges, duties or obligations under this Agreement without
                  the prior written consent of the other party, and any attempt
                  to so transfer, assign or encumber shall be void; provided,
                  however, that the Company may assign this Agreement and its
                  rights hereunder in connection with a sale or exchange of its
                  voting stock or a sale or exchange of all or substantially all
                  of the assets of the Company.



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                  (b) Notices. All notices, requests, consents and other
                  communications required or permitted hereunder shall be in
                  writing and shall be deemed to have been duly given and made
                  and served either by personal delivery to the person for whom
                  it is intended or by telecopy, receipt of which is
                  acknowledged by the telecopy number set forth below for the
                  applicable addressee, or if deposited, postage prepaid,
                  registered or certified mail, return receipt requested, in the
                  United States mail:

                           (i) if to Purchaser, addressed to Purchaser at his or
                           her address shown on the stock register maintained by
                           the Company, or at such other address as Purchaser
                           may specify by written notice to the Company, or

                           (ii) if to the Company, addressed to the Company at
                           2914 Montopolis Drive, Suite 200, Attention:
                           Secretary, or at such other address as the Company
                           may specify by written notice to Purchaser.

                  Each such notice, request, consent and other communication
                  shall be deemed to have been given upon receipt thereof as set
                  forth above or, if sooner, three days after deposit as
                  described above. The addresses for the purposes of this
                  Section 8(b) may be changed by giving written notice



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                  of such change in the manner provided herein for giving
                  notice. Unless and until such written notice is received, the
                  addresses provided herein shall be deemed to continue in
                  effect for all purposes hereunder.

                  (c) Choice of Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Texas
                  without giving effect to conflict of law principles.

                  (d) Severability. The parties hereto agree that the terms and
                  provisions in this Agreement are reasonable and shall be
                  binding and enforceable in accordance with the terms hereof
                  and, in any event, that the terms and provisions of this
                  Agreement shall be enforced to the fullest extent permissible
                  under law. In the event that any term or provision of this
                  Agreement shall for any reason be adjudged to be unenforceable
                  or invalid, then such unenforceable or invalid term or
                  provision shall not affect the enforceability or validity of
                  the remaining terms and provisions of this Agreement, and the
                  parties hereto agree to replace such unenforceable or invalid
                  term or provision with an enforceable and valid arrangement
                  which in its economic effect shall be as close as possible to
                  the unenforceable or invalid term or provision.

                  (e) Parties in Interest. All of the terms and provisions of
                  this Agreement shall be binding upon and inure to the benefit
                  of and be enforceable by the respective permitted successors
                  and assigns of the parties hereto.



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                  (f) Modification, Amendment and Waiver. No modification,
                  amendment or waiver of any provision of this Agreement shall
                  be effective against the Company or Purchaser unless approved
                  in writing by the parties, and, in the case of the Company,
                  authorized by its Board. The failure at any time to enforce
                  any of the provisions of this Agreement shall in no way be
                  construed as a waiver of such provisions and shall not affect
                  the right of any of the parties thereafter to enforce each and
                  every provision hereof in accordance with its terms.

                  (g) Integration. This Agreement, including all exhibits
                  attached hereto, constitutes the entire agreement of the
                  parties with respect to the subject matter hereof and
                  supersedes all prior negotiations, understandings and
                  agreements, written or oral.

                  (h) Headings. The headings of the sections and paragraphs of
                  this Agreement have been inserted for convenience of reference
                  only and do not constitute a part of this Agreement.

                  (i) Counterparts. This Agreement may be executed in
                  counterpart with the same effect as if all parties had signed
                  the same document. All such counterparts shall be deemed an
                  original, shall be construed together and shall constitute one
                  and the same instrument.



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


                                    SAMUELS JEWELERS, INC.


                                    By:
                                       Name: Dwayne A. Cooper
                                       Title: Vice President & Treasurer

                                    PURCHASER:

                                    Name:



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