Exhibit
10.29


CERTIFICATE
OF OWNERSHIP AND MERGER

MERGING 

WH INC. OF ILLINOIS

WITH AND INTO 

WHITEHALL JEWELLERS, INC.

UNDER SECTION 253 OF THE GENERAL
CORPORATION 

LAW OF THE STATE OF DELAWARE


          WHITEHALL
JEWELLERS, INC., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”),


          DOES  HEREBY CERTIFY THAT:


          FIRST:
The Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware, as amended (the
“DGCL”).


          SECOND:
The Corporation owns one hundred percent (100%) of the outstanding shares of
common stock, par value $.01 per share, of WH Inc. of Illinois, a corporation
organized and existing under the laws of the State of Illinois (“WHI”).


          THIRD:
The Corporation, by the following resolutions of its Board of Directors duly adopted by the unanimous written
consent of the members thereof and filed with the minutes of the Board pursuant to Section 141(f) of the DGCL, on January
26, 2007, determined to merge WHI
with and into the Corporation (the “Merger”):


	
 

	
 


	
 

	
          WHEREAS, the
  Corporation is the legal and beneficial owner of one hundred percent (100%)
  of the outstanding shares of common stock, par value $.01 per share, of WH
  Inc. of Illinois (“WHI”); and


	
 

	
 


	
 

	
          WHEREAS, the Corporation desires to merge WHI with
and
  into itself pursuant to the
  provisions of Section 5/11.30 of the Business Corporation Act of 1983 of the State of Illinois, as amended (the
“IBCA”), and Section 253 of the General Corporation Law of the State of
  Delaware, as amended (the “DGCL”).


	
 

	
 


	
 

	
          NOW THEREFORE, BE IT RESOLVED, that effective upon
the filing of
  (i) an appropriate Certificate of Ownership and Merger embodying these
  resolutions with the Secretary of State of the State of Delaware and (ii)
  appropriate Articles of Merger with the Secretary of State of the State of
  Illinois, or at such later time as specified in such Certificate of
  Ownership and Merger and Articles of
  Merger (the “Effective Time”), WHI shall be merged with and into the Corporation (the
  “Merger”), the separate existence of WHI shall cease, and
  the Corporation shall continue as the surviving corporation (the “Surviving
  Corporation”) and shall succeed to
  and assume all the rights and obligations of WHI in accordance with the IBCA
  and the DGCL;










	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that
  the Merger shall have the effects set forth in
  the IBCA and the DGCL;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that the issued
  shares of WHI shall not be converted
  in any manner, but each said share which is issued as of the Effective Date of the Merger shall be surrendered and
  cancelled;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that the preparation
  and execution of any filings
  related to the Merger required to be made with the Illinois and Delaware Secretaries of State and the consummation of the
  transactions contemplated thereby be, and hereby are approved;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that at
  the Effective Time, the Certificate of Incorporation of the Corporation, as
  amended, as in effect immediately prior to the
  Effective Time, shall be the Certificate of Incorporation of the Surviving
  Corporation until thereafter amended as provided by applicable law and such
  Certificate of Incorporation;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that at the
  Effective Time, the By-laws of the Corporation, as in effect immediately prior to the Effective Time,
  shall be the By-laws of the Surviving
  Corporation until thereafter changed or amended as provided by law,
  the Certificate of Incorporation of the Surviving Corporation or such By-laws;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that the directors
  of the Corporation immediately prior to the Effective Time shall be the
  directors of the Surviving Corporation, each to hold office in accordance
  with the Certificate of Incorporation and By-laws of the Surviving
  Corporation, until their respective successors are duly elected or appointed and qualified, or until
  their earlier death, resignation or
  removal in accordance with the Surviving Corporation’s Certificate of
  Incorporation and By-laws;


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that the officers of
  the Corporation immediately prior to the Effective Time shall be the officers
  of the Surviving Corporation
  until their respective successors are duly elected or appointed and
  qualified, or until their earlier death, resignation or removal in accordance
  with the Surviving Corporation’s
  Certificate of Incorporation and By-laws; and


	
 

	
 


	
 

	
          FURTHER
  RESOLVED, that the officers of
  the Corporation are hereby authorized
  and directed to do or cause to be done any and all acts and things, including
  the execution, acknowledgment, delivery, filing and recording, if applicable,
  of any and all papers and documents
  (including an agreement and plan of merger), which are necessary or desirable
  to carry out the purpose and intent of the foregoing resolutions.





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          FOURTH:
This Certificate of Ownership and Merger shall become effective on January
31, 2007 at 10:00 a.m. Central Standard Time in accordance with the provisions
of Sections 103 and 253
of the DGCL.


* * * * *


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          IN
WITNESS WHEREOF, the Corporation has caused
this Certificate of Ownership and Merger to be signed by EDWARD DAYOOB, its PRESIDENT/CEO, this 29th day of January,
2007. 


	
 

	
 

	
 


	
 

	
WHITEHALL
  JEWELLERS, INC.


	
 

	
 


	
 

	
By: 

	
/s/ Edward Dayoob 


	
 

	
 

	



	
 

	
 

	
Name: EDWARD DAYOOB


	
 

	
 

	
Title: PRESIDENT AND CEO





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