EXHIBIT 10.22 

THIRD AMENDMENT TO THE 


WHITEHALL JEWELLERS, INC. 


EMPLOYEE STOCK OWNERSHIP PLAN 


               WHEREAS, Whitehall Jewellers, Inc., a Delaware corporation (the “Corporation”), has adopted and maintains an employee stock ownership plan titled the “Whitehall Jewellers, Inc. Employee
Stock Ownership Plan” (the “Plan”); and 


               WHEREAS, the Corporation desires to amend the Plan to clarify compliance with final and temporary regulations under section 401(a)(9) of the Internal Revenue Code of 1986, as amended, to change the
Plan to a profit-sharing plan, to terminate the Plan, and to permit the immediate distribution of benefits under the Plan. 


               NOW, THEREFORE, pursuant to the power of amendment contained in Section 14.1 of the Plan, the Plan is hereby amended effective as stated below, as follows: 


               1.           Effective January 31, 2007, subsection 1.1 of the Plan, titled “History, Purpose and Effective Date”, is hereby amended by adding the following new sentence at the end thereof: 


  Notwithstanding the foregoing, effective
      January 31, 2007, the Plan shall no longer constitute an employee stock
      ownership plan under section 4975(e)(7) of the Code, but instead shall
      constitute a profit-sharing plan. 



               2.           Effective January 1, 2003, subsection 10.4 of the Plan, titled “Limits on Commencement and Duration of Distributions”, is hereby amended by deleting the phrase “, and shall supersede
any other provision of the Plan to the contrary” and inserting in lieu thereof the phrase “, and shall supersede any other provision of the Plan to the contrary except for the provisions of subsection 10.16” . 


               3.           Effective January 1, 2003, the following new subsection is added to 











Section 10 of the Plan: 


               10.16. Minimum Distribution Requirements 


                         10.16.1. General Rules 


  10.16.1.1. Effective
        Date. The provisions of this subsection
        10.16 will apply for purposes of determining required minimum distributions
        for calendar years beginning with the 2003 calendar year. 

   10.16.1.2. Precedence.
      The requirements of this subsection 10.16 will take precedence over any
      inconsistent provisions of the Plan. 

   10.16.1.3. Requirements
        of Treasury Regulations Incorporated. All
        distributions required under this subsection 10.16 will be determined
        and made in accordance with the Treasury regulations under section 401(a)(9)
        of the Code. 

   10.16.1.4. TEFRA
        Section 242(b)(2) Elections. Notwithstanding
        the other provisions of this subsection 10.16, distributions may be made
        under a designation made before January 1, 1984, in accordance with section
        242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and
        the provisions of the Plan that relate to section 242(b)(2) of TEFRA. 



                         10.16.2. Time and Manner of Distribution.


  10.16.2.1. Required
        Beginning Date. The Participant's entire
        interest will be distributed, or begin to be distributed, to the Participant
        no later than the Participant's required beginning date. 

   10.16.2.2. Death
        of Participant Before Distributions Begin.
        If the Participant dies before distributions begin, the Participant's
        entire interest will be distributed, or begin to be distributed, no later
        than as follows: 




  (a) If the Participant's surviving spouse
      is the Participant's sole designated beneficiary, then distributions to
      the surviving spouse will begin by December 31 of the calendar year immediately
      following the calendar year in which the Participant died, or by December
      31 of the calendar year in which the Participant would have attained age
      701⁄2, if later. 

   (b) If the Participant's surviving spouse
      is not the 













  Participant's sole designated beneficiary,
      then distributions to the designated beneficiary will begin by December
      31 of the calendar year immediately following the calendar year in which
      the Participant died. 
   (c) If there is no designated beneficiary
      as of September 30 of the year following the year of the Participant's
      death, the Participant's entire interest will be distributed by December
      31 of the calendar year containing the fifth anniversary of the Participant's
      death. 

   (d) If the Participant's surviving spouse
      is the Participant's sole designated beneficiary and the surviving spouse
      dies after the Participant but before distributions to the surviving spouse
      begin, this subsection 10.16.2.2, other than subsection 10.16.2.2(a), will
      apply as if the surviving spouse were the Participant. 




  For purposes of this subsection 10.16.2.2
      and subsection 10.16.4, unless subsection 10.16.2.2(d) applies, distributions
      are considered to begin on the Participant's required beginning date. If
      subsection 10.16.2.2(d) applies, distributions are considered to begin
      on the date distributions are required to begin to the surviving spouse
      under subsection 10.16.2.2(a) . If distributions under an annuity purchased
      from an insurance company irrevocably commence to the Participant before
      the Participant's required beginning date (or to the Participant's surviving
      spouse before the date distributions are required to begin to the surviving
      spouse under subsection 10.16.2.2(a)), the date distributions are considered
      to begin is the date distributions actually commence. 

   10.16.2.3. Forms
        of Distribution. Unless the Participant's
        interest is distributed in the form of an annuity purchased from an insurance
        company or in a single sum on or before the required beginning date,
        as of the first distribution calendar year distributions will be made
        in accordance with subsections 10.16.3 and 10.16.4. If the Participant's
        interest is distributed in the form of an annuity purchased from an insurance
        company, distributions thereunder will be made in accordance with the
        requirements of section 401(a)(9) of the Code and the Treasury regulations. 



                         10.16.3. Required Minimum Distributions During Participant's Lifetime. 


  10.16.3.1. Amount
        of Required Minimum Distribution For Each Distribution
        Calendar Year. During the Participant's
        lifetime, the minimum amount that will be distributed for each distribution 













                                       calendar
year is the lesser of: 


  (a) the quotient obtained by dividing the
      Participant's account balance by the distribution period in the Uniform
      Lifetime Table set forth in section 1.401(a)(9) -9 of the Treasury regulations,
      using the Participant's age as of the Participant's birthday in the distribution
      calendar year; or 
   (b) if the Participant's sole designated
      beneficiary for the distribution calendar year is the Participant's spouse,
      the quotient obtained by dividing the Participant's account balance by
      the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)
      -9 of the Treasury regulations, using the Participant's and spouse's attained
      ages as of the Participant's and spouse's birthdays in the distribution
      calendar year. 




  10.16.3.2. Lifetime
        Required Minimum Distributions Continue Through
        Year of Participant's Death. Required minimum
        distributions will be determined under this subsection 10.16.3 beginning
        with the first distribution calendar year and up to and including the
        distribution calendar year that includes the Participant's date of death. 



                         10.16.4. Required Minimum Distributions After Participant's Death. 


                                       10.16.4.1. Death
On or After Date Distributions Begin. 


  (a) Participant
        Survived by Designated Beneficiary. If
        the Participant dies on or after the date distributions begin and there
        is a designated beneficiary, the minimum amount that will be distributed
        for each distribution calendar year after the year of the Participant's
        death is the quotient obtained by dividing the Participant's account
        balance by the longer of the remaining life expectancy of the Participant
        or the remaining life expectancy of the Participant's designated beneficiary,
        determined as follows: 




  (1) The Participant's remaining life expectancy
      is calculated using the age of the Participant in the year of death, reduced
      by one for each subsequent year. 
   (2) If the Participant's surviving spouse
      is the Participant's sole designated beneficiary, the remaining life expectancy
      of the surviving spouse is calculated for each distribution calendar year
      after the year of the Participant's death using the surviving spouse's
      age as of the spouse's birthday in that 













      year. For distribution calendar years after
      the year of the surviving spouse's death, the remaining life expectancy
      of the surviving spouse is calculated using the age of the surviving spouse
      as of the spouse's birthday in the calendar year of the spouse's death,
      reduced by one for each subsequent calendar year. 
   (3) If the Participant's surviving spouse
      is not the Participant's sole designated beneficiary, the designated beneficiary's
      remaining life expectancy is calculated using the age of the beneficiary
      in the year following the year of the Participant's death, reduced by one
      for each subsequent year. 




  (b) No Designated
        Beneficiary. If the Participant dies on
        or after the date distributions begin and there is no designated beneficiary
        as of September 30 of the year after the year of the Participant's death,
        the minimum amount that will be distributed for each distribution calendar
        year after the year of the Participant's death is the quotient obtained
        by dividing the Participant's account balance by the Participant's remaining
        life expectancy calculated using the age of the Participant in the year
        of death, reduced by one for each subsequent year. 
         10.16.4.2. Death
        Before Date Distributions Begin. 

   (a) Participant
        Survived by Designated Beneficiary. If
        the Participant dies before the date distributions begin and there is
        a designated beneficiary, the minimum amount that will be distributed
        for each distribution calendar year after the year of the Participant's
        death is the quotient obtained by dividing the Participant's account
        balance by the remaining life expectancy of the Participant's designated
        beneficiary, determined as provided in subsection 10.16.4.1. 

   (b) No Designated
        Beneficiary. If the Participant dies before
        the date distributions begin and there is no designated beneficiary as
        of September 30 of the year following the year of the Participant's death,
        distribution of the Participant's entire interest will be completed by
        December 31 of the calendar year containing the fifth anniversary of
        the Participant's death. 

   (c) Death
        of Surviving Spouse Before Distributions to Surviving Spouse
        Are Required to Begin. If the Participant
        dies before the date distributions begin, the Participant's surviving
        spouse is the Participant's sole designated beneficiary, and the surviving
        spouse 













  dies before distributions are required to
      begin to the surviving spouse under subsection 10.16.2.2(a), this subsection
10.16.4.2 will apply as if the surviving spouse were the Participant. 

                         10.16.5. Definitions. 


  10.16.5.1. Designated
        beneficiary. The individual who is designated
        as the beneficiary under subsection 10.5 of the Plan and is the designated
        beneficiary under section 401(a)(9) of the Internal Revenue Code and
        section 1.401(a)(9) -1, Q&A-4, of the Treasury regulations. 

   10.16.5.2. Distribution
        calendar year. A calendar year for which
        a minimum distribution is required. For distributions beginning before
        the Participant's death, the first distribution calendar year is the
        calendar year immediately preceding the calendar year which contains
        the Participant's required beginning date. For distributions beginning
        after the Participant's death, the first distribution calendar year is
        the calendar year in which distributions are required to begin under
        subsection 10.16.2.2. The required minimum distribution for the Participant's
        first distribution calendar year will be made on or before the Participant's
        required beginning date. The required minimum distribution for other
        distribution calendar years, including the required minimum distribution
        for the distribution calendar year in which the Participant's required
        beginning date occurs, will be made on or before December 31 of that
        distribution calendar year. 

   10.16.5.3. Life
        expectancy. Life expectancy as computed
        by use of the Single Life Table in section 1.401(a)(9) -9 of the Treasury
        regulations. 

   10.16.5.4. Participant's
        account balance. The account balance as
        of the last valuation date in the calendar year immediately preceding
        the distribution calendar year (valuation calendar year) increased by
        the amount of any contributions made and allocated or forfeitures allocated
        to the account balance as of dates in the valuation calendar year after
        the valuation date and decreased by distributions made in the valuation
        calendar year after the valuation date. The account balance for the valuation
        calendar year includes any amounts rolled over or transferred to the
        plan either in the valuation calendar year or in the distribution calendar
        year if distributed or transferred in the valuation calendar year. 

   10.16.5.5 Required
        beginning date. The date specified in subsection
        10.4(b) of the Plan. 













               4.           Effective February 1, 2007, the following new subsection is added to Section 10 of the Plan: 


  10.17. Distributions
        to Participants Upon Termination of the Plan.
        Notwithstanding any other provision of the Plan to the contrary, effective
        upon the termination of the Plan, each Participant shall elect to receive,
        as soon as practicable, a distribution of his Account in the form of
        either (i) a lump sum cash distribution or (ii) a direct rollover in
        cash to an eligible retirement plan specified by the Participant; provided,
        however, that if a Participant makes no such election, then as soon as
        practicable after the effective date of the termination of the Plan,
        (a) such Participant shall receive a lump sum cash distribution of his
        Account, if such Participant’s Account balance is less than or equal
        to $1,000, (b) such Participant’s Account shall be distributed
        and paid in a direct rollover in cash to an individual retirement plan
        (as defined in section 7701(a)(37) of the Code) designated by the Committee,
        if such Participant’s Account balance is greater than $1,000
        and less than or equal to $5,000, or (c) such Participant’s
        Account shall be transferred in cash to a default account established
        under the Whitehall Jewellers, Inc. 401(k) Plan, if such Participant’s
        Account balance is greater than $5,000. 



               5.           Effective February 1, 2007, Section 14.2 is amended in its entirety to read as follows. 


  14.2. Termination.
      The Plan will terminate as to all Employers on February 1, 2007, and the
      Accounts of all Participants shall be distributed pursuant to Section 10.17. 

   IN WITNESS WHEREOF, the Corporation has
      caused this instrument to be executed and attested on this 29th day
      of January , 2007. 




  	 	 
	WHITEHALL JEWELLERS,
          INC.      
	 
	By:  	 /s/
            Edward A. Dayoob 







	
ATTEST:
  
	 
	 /s/
    Robert Nachwalter