EXHIBIT 10.19

 

FORM OF UNSECURED TERM PROMISSORY
        NOTE

 


  	$______________

        	Dated: _______
            , 2007 

          New York, New York 





                     FOR
    VALUE RECEIVED, WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Company"),
    HEREBY PROMISES TO PAY to the order of ____________________________ ("Creditor")
    the principal amount of ____________________________ AND __/100 DOLLARS ( $ _______________
    ) not later than September 30, 2007 (the "Maturity Date"). 

                     Capitalized
    terms used herein and not otherwise defined herein shall have the meaning
    ascribed to such terms in the Amended Trade Vendor Extension Agreement (as
    hereinafter defined). 

                     Section
    1.           Payments;
    General. 

                               (a)           Unless
    the Company receives written notice of an Event of Default from the Creditor
    and such Default is neither cured nor waived in accordance with the applicable
    time periods set forth in Section 3 hereof, the principal amount of this
    Note shall be payable on the Maturity Date. 

                               (b)           Starting
    as of January 17, 2006, the principal amount of this Note shall bear interest
    (computed on the basis of the actual number of days elapsed over a year of
    360 days) on the principal amount thereof from the date of the making of
    this Note until such principal amount is repaid in full at a rate per annum
    equal to 6%. From and after the date of any Event of Default, the principal
    amount of this Note and all accrued but unpaid interest thereon shall bear
    interest (computed on the basis of the actual number of days elapsed over
    a year of 360 days) at a rate per annum equal to 8%. 

                               (c)           Accrued
    interest on the principal amount of this Note shall be payable on the Maturity
    Date and after the Maturity Date on demand. 

                               (d)           All
    payments in respect of this Note are payable in lawful money of the United
    States of America in immediately available funds. 

                     Section
    2.           Definitions.

                     As
    used in this Note, the following terms shall have the respective meanings
    indicated below, such meanings to be applicable equally to the singular,
    plural, masculine, feminine and neuter forms of such terms: 

                     "Event
      of Default" has the meaning ascribed to such term in Section 3 hereof.







                     "Obligations" means
    the amounts due and owing under this Note. 

                     "Participating
      Suppliers" means, individually and collectively, suppliers of memo
      goods and/or asset goods to the Company from time to time party to the
      Amended Trade Vendor Extension Agreement. 

                     "Amended
      Trade Vendor Extension Agreement" means the Amended Trade Vendor Extension
      Agreement, dated as of November 15, 2006, by and among the Company, the
      Investor (as defined therein), and the Participating Suppliers, as the
      same now exists or may hereafter be amended, modified, supplemented, extended,
      renewed, restated or replaced. 

                     Section
    3.           Default.
    The occurrence of one or more of the following events shall constitute an "Event
    of Default" for the purpose of this Note: 

                               (a)           the
    failure of the Company to pay any amount owing under this Note when due unless
    the Company cures such failure within ten (10) days of receiving written
    notice of such failure from the Creditor;

                               (b)           the
    failure of the Company to pay any amount owing to the Creditor when due as
    a result of (i) goods sold and delivered by the Creditor to the Company,
    or (ii) consignment goods of the Creditor converted by the Company, unless
    the Company cures such failure within ten (10) days of receiving written
    notice of such failure from the Creditor;

                               (c)           the
    Company shall default in the performance of, or shall breach, any covenant
    or warranty of the Company under or in respect of the Amended Trade Vendor
    Extension Agreement unless (i) such default or breach is waived by the Creditor,
    or (ii) the Company cures such default or breach within ten (10) days of
    receiving a written notice of such default or breach from the Creditor; or 

                               (d)           the
    Company files (or consents to the filing of) any petition or complaint pursuant
    to federal or state bankruptcy or insolvency laws seeking the appointment
    of a receiver or trustee for any of its assets, seeking the adjudication
    of the Company as bankrupt or insolvent, seeking an "order for relief" under
    such statutes, or seeking a reorganization of or a plan of arrangement for
    the Company and such petition is not dismissed within sixty (60) days after
    the filing thereof.

                     Section
    4.           Miscellaneous. 

                     Section
    4.1.       Amendments. No amendment
    of any provision of this Note shall be effective unless it is in writing
    and signed by the Company and the Creditor, and no waiver of any provision
    of this Note, and no consent to any departure therefrom, shall be effective
    unless it is in writing and signed by the Creditor, and then such waiver
    or consent shall be effective only in the specific instance and for the specific
    purpose for which given. 







                     Section
    4.2.       Exercise of Remedies. No
    failure on the part of the Creditor to exercise, and no delay in exercising,
    any right hereunder shall operate as a waiver thereof, nor shall any single
    or partial exercise of any such right preclude any other or further exercise
    thereof or the exercise of any other right. 

                     Section
    4.3.       Unenforceability. Any provision
    of this Note which is prohibited or unenforceable in any jurisdiction shall,
    as to such jurisdiction, be ineffective to the extent of such prohibition
    or unenforceability without invalidating the remaining portions hereof or
    thereof or affecting the validity or enforceability of such provision in
    any other jurisdiction. 

                     Section
    4.4.       Fees and Expenses. The Company
    hereby agrees to pay all reasonable costs and out-of-pocket expenses (including,
    without limitation, all reasonable fees, expenses and other out-of-pocket
    client charges of counsel to the Creditor) incurred by the Creditor in connection
    with the enforcement of the Creditor’s rights, and the collection of
    all amounts due, hereunder and the costs of collection of such fees and expenses
    (collectively, the "Creditor's Costs"). 

                     Section
    4.5.       Notices. All notices, requests
    and demands to or upon the respective parties hereto shall be in writing
    and shall be deemed duly given, made or received: if delivered in person,
    immediately upon delivery; if by telex, telegram or facsimile transmission,
    immediately upon sending and upon confirmation of receipt; if by nationally
    recognized overnight courier service with instructions to deliver the next
    business day, one (1) business day after sending; and if mailed by certified
    mail, return receipt requested, five (5) days after mailing to the parties
    at their addresses set forth below (or to such other addresses as the parties
    may designate in accordance with the provisions of this Section): 

 

	                    	If to the Company:	Whitehall Jewellers, Inc. 

      125 S. Wacker Drive, Suite 2600 

      Attention: General Counsel 

      Chicago, Illinois 60606 

      Telephone No.: 312-782-6800 

      Facsimile No.: 312-782-8299 

      

        
	 	 	 
	 	with a copy to:	Shaw Gussis Fishman Glantz Wolfson

          and Towbin LLC 

      321 N. Clark Street, Suite 800 

      Chicago, Illinois 60610 

      Attention: Robert M. Fishman, Esq. 

      Telephone No.: 312-541-0151 

      Facsimile No.: 312-275-0567 
	 	 	 
	 	If to the Creditor:
    	 


 







                     Either
    party may change the address or addresses to which all notices, requests
    and other communications are to be sent by giving written notice of such
    address change to the other party in conformity with this Section 4.5, but
    such change shall not be effective until notice of such change has been received
    by the other party. 

                     Section
    4.6.           Jurisdiction.
    THE COMPANY AND THE CREDITOR HEREBY (A) IRREVOCABLY SUBMIT TO THE EXCLUSIVE
    JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY
    IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, (B)
    WAIVE ANY DEFENSE BASED ON DOCTRINES OF VENUE OR FORUM NON CONVENIENS,
    OR SIMILAR RULES OR DOCTRINES, AND (C) IRREVOCABLY
    AGREE THAT ALL CLAIMS IN RESPECT OF SUCH AN ACTION OR PROCEEDING MAY BE HEARD
    AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. 

                     Section
    4.7.           Jury
    Trial. THE COMPANY AND THE CREDITOR MUTUALLY WAIVE ANY RIGHT TO TRIAL
    BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
    TO THIS NOTE. 

                     Section
    4.8.           Governing
    Law. The validity, interpretation and enforcement of this Note and any
    dispute arising out of the relationship between the parties hereto, whether
    in contract, tort, equity or otherwise, shall be governed by the internal
    laws of the State of New York but excluding any principles of conflicts of
    law or other rule of law that would cause the application of the law of any
    jurisdiction other than the laws of the State of New York. 

                     Section
    4.9.           Counterparts.
    This instrument may be executed in any number of counterparts, each of which,
    when executed, shall be an original, but all of which, when taken together,
    shall constitute one and the same instrument. 






	BY: 

      WHITEHALL JEWELLERS, INC. 

      
	 	 
	By:	 
	 	 
	 	 	 	 
	Name:	 
	 	 
	 	 	 	 
	Title:	 
	 	 










	 	 	ACKNOWLEDGED BY: 

      
       

	 	 	 	 
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