Exhibit 10.53

CONSULTING AGREEMENT

The
following agreement dated as of April 30, 2008 (this Agreement), contains the
terms by which Edward A. Dayoob (Consultant) will provide consulting services
to Whitehall Jewelers, Inc. (Whitehall).

1.
Term. This Agreement shall commence on the date first written above and
shall continue for an initial term of one (1) year (the Initial Term), unless
earlier terminated by Consultant or Whitehall at any time during the Initial
Term by giving the other party at least 30 days prior written notice. If this
Agreement has not been terminated by either party prior to the expiration of
the Initial Term (or any renewal term), the Initial Term (or any subsequent
renewal term) shall be automatically extended for an additional thirty (30)
days. This Agreement shall immediately terminate upon the death, disability,
incapacity or adjudication of incompetency of Consultant as determined in the
sole discretion of Whitehall.

2.
Scope of Services. Consultant shall report to the Chief Executive
Officer (CEO) of Whitehall. Consultant shall provide consulting services in
the areas of merchandising, marketing and corporate strategy (including, but
not limited to mergers and acquisitions). For the consideration designated in
Section 5.1, Consultant shall be generally available at mutually agreeable
times for telephonic consultations with Whitehall management and vendors not to
exceed eight (8) hours per week.

3.
Relationship.

3.1.
The services of Consultant shall be performed by Edward Dayoob unless otherwise
agreed to by Whitehall.

3.2.
Consultant shall render the services in a diligent, conscientious manner in his
capacity as an independent contractor, not as an employee of Whitehall.
Consultant is and shall be deemed for all purposes to be an independent
contractor of Whitehall. Consultant acknowledges that this Agreement is not an
employment contract. Consequently, the consideration paid to Consultant hereunder
shall not be deemed to be wages, and therefore, shall not be subject to any
withholdings or deductions. Consultant shall have no authority to bind
Whitehall or to incur other obligations on behalf of Whitehall.

3.3.
Nothing contained herein shall be construed to create a relationship of
employer and employee between Whitehall and Consultant. Subject to the terms of
this Agreement, Consultant shall have the sole discretion to determine the
manner and means by which Consultant shall perform his duties, the specific
hours of work and where such services are to be performed. Except as
specifically agreed to by Consultant, Whitehall acknowledges and agrees that
Consultant may render all services via telephone and/or email and that no travel
(other than specifically agreed to by Consutlant) will be required. Consultant
shall be solely responsible for all wages, salaries and benefits of any
employees of the Consultant.

3.4.
Whitehall shall have no ownership interest in Consultants business.

3.5
Consultant agrees that Whitehall shall have a right of first refusal on all
investment opportunities, potential mergers or acquisitions or other strategic
initiatives or alternatives

---



(collectively
Investment Opportunities) identified by Consultant during the term of this
Agreement. Consultant shall present Whitehall with each Investment Opportunity
that Consultant identifies prior to discussing such Investment Opportunity with
any other prospective investor and Whitehall shall have the right to pursue any
such Investment Opportunity on terms determined by Whitehall. If Whitehall does
not opt to pursue such Investment Opportunity within 30 days after Consultant
presents Whitehall, in writing, with such Investment Opportunity, Consultant
may discuss such Investment Opportunity with other prospective investors.
Consultant shall be entitled to retain or take on assignments for other
clients, provided that Consultant does so in accordance with his obligations hereunder
and Consultant is available to perform his duties hereunder.

4.
Exculpation; Indemnification.

4.1
Whitehall shall indemnify and hold harmless Consultant from any and all
liabilities, claims, costs (including, but not limited to reasonable attorneys
fees and expenses and including any investigative, legal and other expenses
incurred in connection with, and any amounts paid in, any settlement, provided
that Whitehall shall have approved such settlement), damages and expenses
arising from, related to or otherwise connected with the performance by
Consultant of his obligations under this Agreement, except in the case of
Consultants material breach of this Agreement, violation of law, gross
negligence, willful misconduct or reckless disregard of such obligations.

4.2
Consultant shall indemnify and hold harmless Whitehall, its affiliates and
Whitehalls and its affiliates members, partners, officers, agents and
employees from any and all liabilities, claims, losses, costs (including, but
not limited to reasonable attorneys fees and expenses and including any
investigative, legal and other expenses incurred in connection with, and any
amounts paid in, any settlement, provided Consultant shall have approved such
settlement), damages and expenses arising from, related to or otherwise
connected with Consultants activities performed for persons other than
Whitehall.

5.
Consideration.

5.1.
Compensation.

| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Whitehall agrees to pay Consultant for the Services the amount of five
 thousand dollars ($5,000) per month. Such payment shall be made by Whitehall
 on the first day of each month.
| |                                                                                                                                                                                           
| | (b)
 Additionally, Whitehall agrees to pay Consultant an additional fee of $5,000
 per day for any special projects or assignments as mutually agreed to by
 Whitehall and Consultant.    

5.2
Stock Options. It is agreed and acknowledged by Whitehall that there
shall be a continuation of vesting of Consultants previously granted stock
options in accordance with the terms of the July 20, 2007 Stock Option
Agreement between Whitehall and Consultant.

5.3
Bonus Award: It is agreed and acknowledged by Whitehall that there shall
be a continuation of vesting of Consultants Bonus Award in accordance with the
terms of the July 20, 2007 Bonus Award Agreement between Whitehall and
Consultant.

-2-

---



5.4.
Whitehall shall issue an Internal Revenue Service Form 1099 to account for any
payments pursuant to paragraph 5.1.

5.5.
Whitehall shall reimburse Consultant monthly for all documented and reasonable
out-of-pocket expenses and travel expenses associated with performing his
duties for Whitehall during the term hereof; provided that Consultant shall
obtain the prior written consent of Whitehall in any month in which such
expenses are expected to exceed $2,000.

6.
Representation. Consultant expressly represents and warrants to
Whitehall that as of the date of signing this Agreement, Consultant is not and
will not become a party to any contract or agreement) that will or may restrict
in any way his ability to fully perform his duties and responsibilities under
this Agreement.

7.
Confidential Information. Consultant agrees that he shall not at any
time, without limitation, knowingly divulge, furnish, or make available to any
third person, without Whitehalls prior written consent, any trade secrets or
other confidential information concerning Whitehall or its affiliates or any of
their clients or investors, including, without limitation, information
concerning the operations, systems, services, clients, customers, suppliers,
vendors, personnel, legal and financial affairs, marketing, investment and trading
performance, positions, philosophies, pricing information, strategies and
techniques, structure, products, product development, research analyses,
technology, computer access codes, valuation models and analysis (collectively
Confidential Information). Notwithstanding the foregoing, nothing herein
shall prevent Consultant from responding to lawful subpoenas or court orders
without Whitehalls prior written consent; provided that Consultant shall have
given Whitehall prior written notice of any such subpoena promptly following
receipt thereof. The term Confidential Information shall not include
information that is or becomes generally available to the public, other than as
a result of a disclosure by Consultant.

8.
Ownership of the Whitehalls Property. All written materials, records
and documents made by Consultant or coming into his possession concerning
Whitehall and all tangible items provided to Consultant by Whitehall shall be
the sole property of Whitehall, and, upon the termination of the Agreement or
upon the request of Whitehall, Consultant shall promptly deliver the same to
Whitehall. At no time will Consultant remove or cause to be removed from the
premises of Whitehall any record, file, memorandum, document, equipment or
other item relating to the business of Whitehall or its affiliates, including
but not limited to any computer data related to the foregoing, except in
furtherance of Consultants duties to Whitehall or its affiliates.

9.
Work Product.

9.1
Whitehall and Consultant each acknowledge that performance of this Agreement
may result in the discovery, creation or development of inventions,
combinations, machines, methods, formulae, techniques, processes, improvements,
software designs, computer programs, strategies, specific computer-related
know-how, data and original works of authorship (collectively, the Work
Product). Consultant agrees that it will promptly and fully disclose to
Whitehall any and all Work Product generated, conceived, reduced to practice or
learned by Consultant or any of its employees, either solely or jointly with
others, during the term of this Agreement, which in any way relates to the
business of Whitehall. Consultant further agrees that neither Consultant or

-3-

---



Consultants
employees, nor any party claiming through Consultant or Consultants employees,
will, other than in the performance of this Agreement, make use of or disclose
to others any proprietary information relating to the Work Product.

9.2
Consultant agrees that, whether or not the Services are considered works made
for hire or an employment to invent, all Work Product discovered, created or
developed under this Agreement shall be and remain the sole property of
Whitehall and its assigns. Except as specifically set forth in writing and
signed by both Whitehall and Consultant, Consultant agrees that Whitehall shall
have all copyright and patent rights with respect to any Work Product
discovered, created or developed under this Agreement without regard to the
origin of the Work Product.

9.3
If and to the extent that Consultant may, under applicable law, be entitled to
claim any ownership interest in the Work Product, Consultant hereby transfers,
grants, conveys, assigns and relinquishes exclusively to Whitehall any and all
right, title and interest it now has or may hereafter acquire in and to the
Work Product under patent, copyright, trade secret and trademark law in
perpetuity or for the longest period otherwise permitted by law. If any moral
rights are created, Consultant waives such rights in the Work Product.
Consultant further agrees as to the Work Product to assist Whitehall in every
reasonable way to obtain and, from time to time, enforce patents, copyrights, trade
secrets and other rights and protection relating to said Work Product, and to
that end, Consultant and its employees will execute all documents for use in
applying for and obtaining such patents, copyrights, trade secrets and other
rights and protection with respect to such Work Product, as Whitehall may
desire, together with any assignments thereof to Whitehall or persons
designated by it. Consultants and its employees obligations to assist
Whitehall in obtaining and enforcing patents, copyrights, trade secrets and
other rights and protection relating to the Work Product shall continue beyond
the termination of this Agreement.

10.
Non-solicitation or Hire. Consultant agrees that during the term of this
Agreement and for a period of six (6) months following the termination of the
Agreement, the Consultant shall not directly or indirectly, (a) solicit or
attempt to solicit or induce any supplier of Whitehall or any subsidiary to
terminate, reduce or alter negatively its relationship with Whitehall or any
subsidiary or in any manner interfere with any agreement or contract between
Whitehall or any subsidiary and such supplier or (b) solicit or attempt to
solicit or induce any employee of Whitehall or any of its subsidiaries or any
person who was an employee of Whitehall or any of its subsidiaries during the
twelve (12) month period immediately prior to the date the Agreement terminates
(a Former Employee) to terminate such employees employment
relationship with Whitehall in order, in either case, to enter into a similar
relationship with the Consultant, or any other person or entity, or hire any
employee of Whitehall or any of its subsidiaries or any Former Employee on
Consultants own behalf or on behalf of any other person or entity.

11.
Remedies.

11.1.
Injunctive Relief. Consultant acknowledges that the provisions of
paragraphs 7 through 10 are reasonable and necessary for the protection of
Whitehall and its affiliates. Consultant further acknowledges that Whitehall
and its affiliates will be irreparably harmed if such covenants are not
specifically enforced. Accordingly, Consultant agrees that, in addition to any
other relief to which Whitehall may be entitled, including monetary damages,
Whitehall shall be entitled to seek and obtain injunctive relief (without the
requirement of any bond) from a court of competent jurisdiction for the purpose
of restraining Consultant from an actual or threatened breach of such
provisions.

-4-

---



11.2.
Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, the balance of this Agreement shall remain in effect.

11.3.
Judicial Modification. If any court or arbitrator determines that any of
the covenants in paragraphs 7 through 10, or any part of any of them, are
invalid or unenforceable, the remainder of such covenants and parts thereof
shall not thereby be affected and shall be given full effect, without regard to
the invalid portion. If any court or arbitrator determines that any of such
covenants, or any part thereof, are invalid or unenforceable because of the
temporal scope of such provision, such court or arbitrator shall reduce such
scope to the extent necessary to render such covenants valid and enforceable.

11.4.
Governing Law and Venue. This Agreement will be governed by and
construed in accordance with the laws of the State of Illinois without giving
effect to the principles of conflicts of laws. The parties agree to and consent
to the exclusive jurisdiction and venue of the courts in Cook County, Illinois.
Consultant irrevocably waives, in connection with any such action or
proceeding, any objection, (including without limitation, any objection to
venue or based on the grounds of forum non conveniens), which it may now or
hereafter has to the bringing of any such action or proceedings in such
respective jurisdictions.

11.5.
Notices. All notices and other communications that are required or may
be given under this Agreement must be in writing and will be deemed to have
been duly given when delivered in person, upon delivery by a nationally
recognized overnight courier service, or by facsimile to the party to whom the
notice is being given, as follows:

| |                                   
| | ----------------------------------
| | If to
 Whitehall:                 
| |                                   
| | Whitehall
 Jewelers, Inc.         
| | 125 South
 Wacker Drive.          
| | Suite 2600                        
| | Chicago, IL
 60606                
| | Attention:
 General Counsel       
| |                                   
| | If to
 Consultant:                
| |                                   
| | Edward Dayoob                     
| | 3013 North West
 MichaelBrook Lane
| | Camas, WA 98607                   

Either
party may change the address provided above by delivering written notice of
such change of address to the other party.

11.6.
Assignability. This Agreement, and the rights and obligations hereunder,
may not be assigned by either party without the express written consent of the
other party.

11.7.
Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same

-5-

---



instrument, and
it shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.

11.8.
Entire Agreement and Amendment. This Agreement may be amended only by an
agreement in writing signed by the parties. This Agreement contains the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, oral or
written, between the parties with respect to the subject matter of this
Agreement. This Agreement may be amended only by an agreement in writing signed
by the parties.

11.9.
Pronouns. All pronouns shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require in the context thereof.

11.10.
Survival. Except as otherwise set forth in the applicable Section, the
obligations under Sections 4, 7, 8, 9, 10 and 11 of this Agreement shall
survive the termination of this Agreement.

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

| |                     
| | --------------------
| | /s/
 Edward Dayoob  
| |                     
| | Name: Edward
 Dayoob

| |                          
| | -------------------------
| | WHITEHALL
 JEWELERS, INC.
| |                          
| |                          
| | Name:                    
| | Title:                   

-6-

---