Exhibit 10.52

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Effective as of April 30, 2008)

This
Employment Agreement (this Agreement) is entered into as of April 30,
2008, between Whitehall Jewelers, Inc., a Delaware corporation (the Company),
and Michael Don (the Executive).

WHEREAS,
the Company desires to employ the Executive to serve as Chief Executive Officer
and President for the Company and to serve as Chief Executive Officer and
President of the parent company, Whitehall Jewelers Holdings, Inc. (WHJH),
and the Executive desires to be employed by the Company, upon the terms and
subject to the conditions set forth herein.

NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained
herein, the Company and the Executive hereby agree as follows:

1.
Employment.
The Company hereby agrees to employ the Executive and the Executive hereby
agrees to be employed by the Company upon the terms and subject to the
conditions contained in this Agreement. The term of employment of the Executive
by the Company pursuant to this Agreement shall commence on April 30, 2008 (the
Effective Date) and shall end on the first annual anniversary of the
Effective Date (such date or any successive date to which the term thereof has
been extended pursuant to the succeeding sentence, the Expiration Date).
Such term shall be automatically extended for successive one-year periods
unless either the Executive or the Company gives notice that such term shall not be so extended no later than 60 days
prior to the then current Expiration Date or unless earlier terminated pursuant
to Section 4 hereof. The term of employment as prescribed in the preceding
sentence is hereinafter called the Employment Period. From and after
the end of the Employment Period, unless earlier terminated hereunder, the
Executives employment with the Company shall be at will, not for any specified
term and without any payment guarantees, and either the Executive or the
Company may terminate the employment relationship at any time. Upon the
Effective Date, Executives prior Employment Agreement dated November 15, 2006
is hereby replaced with this Agreement which supersedes Executives prior
Employment Agreement in all respects.

2.
Position
and Duties.

(a) The Company shall employ the Executive during the Employment Period as its
Chief Executive Officer and President. During the Employment Period, the
Executive shall perform faithfully and loyally and to the best of the
Executives abilities the duties assigned to the Executive hereunder and shall
devote the Executives full business time, attention and effort to the affairs
of the Company and its subsidiaries and shall use the Executives reasonable
best efforts to promote the interests of the Company and its subsidiaries. The
Executive may engage in charitable, civic or community activities and, with the
prior approval of the Board of Directors (the Board), which may be
granted or denied in its sole discretion, may serve as a director (but not a
lead director) of any other business corporation, provided that such activities
or service do not interfere with the Executives duties hereunder or violate
the terms of any of the covenants contained in Sections 6, 7 or 8 hereof.

(b) Responsibilities. Subject to the powers, authority and responsibilities
vested in the Board, the Chairman of the Board and duly constituted committees
of the Board, the

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Executive
shall have the authority and responsibility as the Chief Executive Officer and
President. The Executive shall also perform such other duties (not inconsistent
with the position of Chief Executive Officer and President) on behalf of the
Company and its subsidiaries as may from time to be authorized by the Board and
the Chairman,. Executive will not issue any communication, written or
otherwise, that disparages, criticizes or otherwise reflects adversely or
encourages any adverse action against the Company or the individual or entities
that are owners, stockholders, agents, directors, officers, employees,
representatives, attorneys, divisions, parents, subsidiaries, predecessors,
successors or assigns of the Company.

3.
Compensation.

(a)
Base Salary. During the Employment Period, the Company shall pay to the
Executive a base salary at the rate of not less than $500,000 per annum (Base
Salary), payable in accordance with the Companys executive payroll policy.
Such Base Salary shall be reviewed from time to time and shall be subject to
such increases, if any, as determined by the Compensation Committee of the
Board (the Compensation Committee).

(b) Annual Bonus. The Executive shall be eligible to participate in the
Companys Management Cash Bonus Plan or other annual cash bonus plan made
available to elected officers of the Company generally (Annual Bonus)
with target bonus opportunity which shall be no less than 50% of annual base
salary (contingent upon the Company meeting certain performance criteria set by
the Board of Directors (the Board)).

(c) Equity-Based Compensation. Pursuant to the terms of the WHJH equity
compensation plan (the Plan), the Company shall arrange for a grant to the
Executive (the date of grant being referred to herein as the Grant Date),
499,414 stock options (the Options) of common stock of WHJH (Common Stock)
with a per share exercise price equal to the fair market value of the Common
Stock as of the Grant Date (subject to the approval of the stockholders of WHJH
increasing the number of stock options available under the Plan). Such grant to
be memorialized in an option agreement (the Option Agreement) to be
executed between WHJH and the Executive. The fair market value of a share of
Common Stock shall be determined in accordance with the terms of the Plan;
provided, however, such determination shall be made in a manner consistent with
Section 409A of the Internal Revenue Code, as amended (the Code), and
official guidance thereunder (FMV).

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| | (1)
 Vesting. The Options shall vest over a forty-eight (48) month period
 with the first one-eighth (1/8) of the Options vesting on the six (6) month anniversary
 of the Grant Date and an additional one-forty-eighth (1/48) of the Options
 vesting on each subsequent monthly anniversary of the Grant Date (until such
 Options are fully vested); provided, that, the Executive is continuously
 employed with the Company during such vesting period. Notwithstanding the
 foregoing sentence, if the Executive is employed by the Company immediately
 prior to the consummation of a Change of Control (as defined below), all
 unvested Options shall immediately vest upon consummation of such Change of
 Control. At such time as the Executives employment with the Company
 terminates, all unvested Options shall cease to be subject to the
 aforementioned vesting schedule (and the accelerated vesting schedule set
 forth in Section 3(c)(4) and shall be forfeited by the Executive. Upon
 termination of the Executives employment with the Company or the voluntary
 resignation by the Executive, any vested Options shall remain exercisable for
 a period of ninety (90) days after

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| | the date of termination
 or resignation, except in the case of a termination for Cause (as defined in
 Section 4(c)(ii)), in which event any vested and unexercised Options shall
 immediately be forfeited and canceled upon the Executives termination for
 Cause.. Notwithstanding anything to the contrary, upon any termination of the
 Executives employment or any resignation by Executive, any and all unvested
 Options shall immediately be forfeited and canceled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | (2)
 Repurchase. Any shares of stock held by the Executive from the
 exercise of the Options shall be repurchasable by the Company or WHJH, at
 their option, within the 120-day period following the termination of, or the
 voluntary resignation by the Executive of, the Executives employment, at (i)
 80% of the FMV on the date of repurchase if such termination is for Cause or
 due to the Executives voluntary resignation of his employment with the
 Company, or (ii) 100% of FMV on the date of repurchase if such termination is
 for a reason other than for Cause or the Executives voluntary resignation of
 his employment with the Company. In the case of clauses (i) and (ii) above,
 repurchases shall be made according to the following terms: the repurchase
 price will be paid by the Company or WHJH over a 2-year period in equal
 installments on the first day of each calendar quarter following the
 repurchase closing; provided, however, payments may be deferred to the extent
 required to avoid any penalty tax imposed under Section 409A of the Code.
 The Options shall be subject to such other terms and conditions as are set
 forth in the Option Agreement.                                                                                                                                                                                                                                                   
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| | (3)
 Change in Control. A Change of Control shall mean (i) the
 sale of all or substantially all of WHJHs assets, (ii) the sale of all or
 substantially all of the shares of issued and outstanding capital stock of
 WHJH, or (iii) the merger, consolidation or reorganization of WHJH into or
 with another corporation or other legal person; provided, however, no sale of
 all or substantially all of the issued and outstanding shares, merger,
 consolidation, reorganization, sale or transfer (or any other transaction)
 shall constitute a Change of Control if, immediately following such
 sale of all or substantially all of the issued and outstanding shares,
 merger, consolidation, reorganization, sale or transfer (or any other
 transaction), Prentice Capital Management, LP (Prentice), Holtzman
 Opportunity Fund, L.P. (Holtzman) and/or their respective affiliates
 shall continue to beneficially own (as determined in accordance with Rule
 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of
 the outstanding voting securities of WHJHor the surviving corporation, as
 applicable. For the purposes of this Section 3(c)(3), substantially all of
 WHJHs assets is defined as 50% or more of the total dollar value of all of
 WHJHs assets and substantially all of the shares is defined as 50% or more
 of the total shares of the capital stock of WHJH issued and outstanding.

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| | (4)
 Accelerated Vesting. Beginning with the Fiscal Year 2008 (which ends
 January 31, 2009), in addition to the vesting schedule reflected above, the
 Options shall vest and become exercisable according to the following
 schedule:

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| | (i) | One-fourth
 (1/4) of the Options granted pursuant to Section 3(c) shall vest if EBITDA
 (as defined below) equals or exceeds $5,000,000 at the end of any fiscal
 year.

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| | (ii)  | One-half
 (1/2) of the Options granted pursuant to Section 3(c) shall vest if EBITDA
 (as defined below) equals or exceeds $15,000,000 at the end of any fiscal
 year.      
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| | (iii) | Three-fourths
 (3/4) of the Options granted pursuant to Section 3(c) shall vest if EBITDA
 (as defined below) equals or exceeds $25,000,000 at the end of any fiscal
 year. 
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| | (iv)  | Any unvested
 portion of the Options granted pursuant to Section 3(c) shall vest if EBITDA
 (as defined below) equals or exceeds $35,000,000 at the end of any fiscal
 year.

| | (EBITDA)
 shall mean the sum of WHJHs earnings from its operations, after eliminating
 therefrom all non-cash extraordinary non-recurring items of income (including
 gains on the sale of assets and earnings from the sale of discontinued
 business lines) and after all expenses and other proper changes, but before
 payment or provision for interest, taxes, depreciation and amortization in
 accordance with GAAP, consistent with WHJHs past practices and as determined
 by WHJHs independent accountants.
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| | In the
 discretion of the Board or a committee thereof, Executive shall be eligible
 to participate in further equity awards commensurate with his position with
 the Company and on terms thereof substantially similar to those of the
 Companys other senior executives. The accelerated vesting schedule in
 Section 3(c)(4) above shall not apply to any further equity awards granted by
 the Company or WHJH to the Executive.                                                                                     
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| | (5)
 Prior Stock Option Grant. Notwithstanding anything contained herein to
 the contrary, it is agreed and acknowledged by the Company that there shall
 be a continuation of vesting of Executives previously granted stock options
 in accordance with the terms of the July 20, 2007 Stock Option Agreement
 between the Company and Executive.                                                                                                                                                                       

(d)
Other Benefits. During the Employment Period, the Executive shall be
entitled to participate in the Companys employee benefit plans generally
available to executives of the Company (such benefits being hereinafter
referred to as the Employee Benefits). The Executive shall be entitled
to take time off for vacation or illness in accordance with the Companys
policy for executives and to receive all other fringe benefits as are from time
to time made generally available to executives of the Company. Additionally,
for the period of time, through and including the Expiration Date, the Company
will pay for parking at 111 S. Wacker Dr., Chicago, IL (or another equivalent
facility) near the Companys corporate offices.

(e)
Relocation. The Executive shall be entitled to reimbursement of
relocation expenses up to $25,000 in connection with Executives relocation
from Lake Oswego to the Chicago metropolitan area. In the event Executive
voluntarily terminates his employment or is terminated for Cause prior to the
first anniversary of the Effective Date, Executive shall be

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required to
repay a pro-rata portion based on months remaining to have been worked in the
first year any relocation expenses previously paid by the Company.

(f)
Expense Reimbursement. During the Employment Period, the Company shall
reimburse the Executive, in accordance with the Companys policies and
procedures, for all proper expenses incurred by the Executive in the
performance of the Executives duties hereunder.

(g)
Right to Change Plans. Nothing in this Agreement shall be construed to
limit, condition or otherwise encumber the rights of the Company to amend,
discontinue, substitute or maintain any benefit plan, program or perquisite,
and no such amendment, discontinuance, substitution or maintenance or failure
to maintain any benefit plan, program or perquisite shall be construed as a
breach of this Agreement.

4.
Termination.

(a)
Death. Upon the death of the Executive, this Agreement shall
automatically terminate and all rights of the Executive and the Executives
heirs, executors and administrators to compensation and other benefits under
this Agreement shall cease immediately, except that the Executives heirs,
executors or administrators, as the case may be, shall be entitled to:

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| | (i)
 accrued Base Salary through and including the Executives date of death;                                                                                 
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| | (ii)
 other Employee Benefits to which the Executive was entitled on the date of
 death in accordance with the terms of the plans and programs of the Company.

(b)
Disability. The Company may, at its option, terminate this Agreement
upon written notice to the Executive if the Executive, because of physical or
mental incapacity or disability, fails to perform the essential functions of
the Executives position, with or without reasonable accommodation, required of
the Executive hereunder for a period of six (6) consecutive months or for an
aggregate period of nine (9) months in any 12-month period. Upon such
termination, all obligations of the Company hereunder shall cease immediately,
except that the Executive shall be entitled to:

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| | (i)
 accrued Base Salary through and including the effective date of the
 Executives termination of employment; and                                                    
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| | (ii)
 other Employee Benefits to which the Executive is entitled upon termination
 of employment in accordance with the terms of the plans and programs of the
 Company.

In
the event of any dispute regarding the existence of the Executives incapacity
or disability hereunder, the matter shall be resolved by the determination of a
physician selected by the Board. The Executive shall submit to appropriate
medical examinations for purposes of such determination.

(c)
Cause.

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| | (i)
 The Company may, at its option, terminate the Executives employment under
 this Agreement for Cause (as hereinafter defined) upon written notice to the
 Executive (the Cause Notice). Any such termination for Cause shall
 be authorized by the Board. The Cause Notice shall state the action(s) or
 inaction(s) giving rise to termination for Cause in reasonable detail. The
 Executive shall have five (5) business days after the Cause Notice is given
 to cure the particular action(s) or inaction(s), to the extent a cure is
 possible. If the Executive so effects a cure to the satisfaction of the
 Board, in its good faith discretion, the Cause Notice shall be deemed
 rescinded and of no force or effect.
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| | (ii)
 As used in this Agreement, the term Cause shall mean any one or more
 of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| | (A)
 any refusal by the Executive to perform the Executives duties under this
 Agreement or to perform specific directives of the Board, the Chairman of the
 Board or the Chief Executive Officer which are consistent with the scope and
 nature of the Executives duties and responsibilities as set forth herein;                                          
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| | (B)
 any intentional act of fraud, embezzlement or theft by the Executive in
 connection with the Executives duties hereunder or in the course of the
 Executives employment hereunder or any prior employment, or the Executives
 admission or conviction of a felony or a crime involving moral turpitude,
 fraud, embezzlement, theft or misrepresentation;
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| | (C)
 any willful malfeasance or willful misconduct of the Executive or any willful
 act or omission by the Executive that is materially injurious to the
 financial condition or business reputation of the Company or any of its
 subsidiaries or affiliates;                                                                                                   
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| | (D)
 any material violation of a written Company policy by the Executive or
 Company has reasonable and good faith belief that a Company policy has been
 violated after investigation;                                                                                                                                                                          
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| | (E)
 any material breach by the Executive of this Agreement; or                                                                                                                                                                                                                                                                                                  
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| | (F)
 any violation of any statutory or common law duty of loyalty to the Company
 or any of its subsidiaries.                                                                                                                                                                                                                                                    
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| | Notwithstanding
 the above, the definition of Cause in this Section 4(c)(ii) shall not apply
 to Executives refusal to perform any specific action that would be unlawful.                                                                                                                                                                                    

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| | (iii)
 The exercise of the right of the Company to terminate this Agreement pursuant
 to this Section 4(c) shall not abrogate the rights or remedies of the Company
 in respect of the breach giving rise to such termination.
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| | (iv)
 If the Company terminates the Executives employment for Cause, all
 obligations of the Company hereunder shall cease, except that the Executive                                                                        

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| | shall be
 entitled to the payments and benefits specified in Sections 4(b)(i) and
 4(b)(ii) hereof.

(d)
Termination Without Cause; Termination for Good Reason by Executive.

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| | (i)
 The Company may, at its option, terminate the Executives employment under
 this Agreement upon written notice to the Executive for a reason other than a
 reason set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be
 authorized by the Board. If the Company terminates the Executives employment
 for any such reason, all obligations of the Company hereunder shall cease
 immediately, except that the Executive shall be entitled to:

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| | (A)
 the payments and benefits specified in Sections 4(b)(i) and 4(b)(ii);                                                                                                                                                                                                     
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| | (B)
 the continuation of payment of amounts equal to the Base Salary that
 otherwise would have been payable hereunder had the Executives employment
 hereunder not been terminated pursuant to this Section 4(d) for a period of
 12 months from the date of termination; and
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| | (C)
 retain any vested and unexercised Options for a period of ninety (90) days
 following the date of termination.                                                                                                                                                            

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| | Notwithstanding
 Section 4(d)(i)(B), the amounts payable to the Executive under such Section
 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other
 compensation which the Executive receives from a subsequent employer or other
 employment or engagement during the period of time that amounts are payable
 to the Executive under such Section 4(d)(i)(B).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | The Company
 shall have no obligation to provide the payments or benefits in Section
 4(d)(i) in the event Executive breaches the provisions of Sections 6, 7, or
 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | (ii)
 The Executive may, at Executives option, terminate the Executives
 employment under this Agreement upon written notice to the Company for Good
 Reason. If the Executive terminates employment for Good Reason, all
 obligations of the Company hereunder shall cease immediately, except that the
 Executive shall be entitled to receive the payments and benefits specified in
 Section 4(d)(i)(A) above and, provided that the Executive executes a mutual
 release and non-disparagement agreement, in form and substance reasonably
 satisfactory to the Company, the payments and benefits set forth in Sections
 4(d)(i)(B) and (C) above, in each case on the terms and conditions set forth
 therein. For purposes hereof, the term Good Reason shall mean the
 occurrence of any of the following without Executives express written
 consent that is not cured by the Company within thirty (30) days following
 the Companys receipt of written notice from the Executive describing the
 event constituting Good Reason: (A) a reduction in Executives Base Salary by
 more than fifteen 15%; or (B) Executive is required to relocate outside of
 Chicago.
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| | Notwithstanding
 the forgoing, the amounts payable to the Executive under such Section
 4(d)(ii) shall be reduced by the amount of salary, bonus or other
 compensation which the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | Executive
 receives from a subsequent employer during the period of time that amounts
 are payable to the Executive under such Section 4(d)(ii).                      
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| | The Company
 shall have no obligation to provide the payments or benefits in Section
 4(d)(ii) in the event Executive breaches the provisions of Sections 6, 7, or
 8.

(e)
Voluntary Termination. Upon 60 days prior written notice to the Company
(or such shorter period as may be permitted by the Board), the Executive may
voluntarily terminate the Executives employment with the Company for any
reason. If the Executive voluntarily terminates the Executives employment
pursuant to this Section 4(e), all obligations of the Company hereunder shall
cease immediately, except that the Executive shall be entitled to the payments
specified in Sections 4(b)(i) and 4(b)(ii) hereof and shall be entitled to
retain any vested and unexercised Options for a period of ninety (90) days
following the date of resignation.

(f) Removal from any Boards and Position. If the Executives employment
is terminated for any reason under this Agreement, he shall be deemed to resign
(i) if a member, from the Board or board of directors of any subsidiary of the
Company or any other board to which he has been appointed or nominated by or on
behalf of the Company and (ii) from any position with the Company or any
subsidiary of the Company, including, but not limited to, as an officer of the
Company and any of its subsidiaries.

5.
Federal
and State Withholding. The Company shall deduct from the amounts
payable to the Executive pursuant to this Agreement the amount of all required
federal, state and local withholding taxes in accordance with the Executives
Form W-4 on file with the Company, and all applicable federal employment taxes.

6.
Noncompetition;
Nonsolicitation.

(a) General. The Executive acknowledges that in the course of the
Executives employment with the Company the Executive has and will become
familiar with trade secrets and other confidential information concerning the
Company and its subsidiaries and that the Executives services will be of
special, unique and extraordinary value to the Company and its subsidiaries.

(b) Non-competition. The Executive agrees that during the period of the
Executives employment with the Company, and the period, if any, during which
the Executive is receiving payments from the Company pursuant to Section 4(d)
(the Non-competition Period) the Executive shall not in any manner, directly
or indirectly, through any person firm or corporation, alone or as a member of
a partnership or as an officer, director, stockholder, investor or employee of
or consultant to any other corporation or enterprise or otherwise, engage or be
engaged, or assist any other person, firm, corporation or enterprise in
engaging or being engaged in operating retail jewelry stores in North America.

(c) Non-solicitation or Hire. During the Employment Period and for a
period of twelve (12) months following the termination of the Executives
employment for any reason, the Executive shall not directly or indirectly, (a)
solicit or attempt to solicit or induce any supplier to the Company or any
subsidiary to terminate, reduce or alter negatively its relationship with the
Company or any subsidiary or in any manner interfere with any agreement or
contract between the Company or any subsidiary and such supplier or (b) solicit
or attempt to solicit or induce any employee of the Company or any of its
subsidiaries or any person who was an

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employee of
the Company or any of its subsidiaries during the twelve (12) month period
immediately prior to the date the Executives employment terminates (a Former
Employee) to terminate such employees employment relationship with the
Protected Parties (as defined below) in order, in either case, to enter into a
similar relationship with the Executive, or any other person or entity or hire
any employee of the Company or any of its subsidiaries or any Former Employee
on Executives own behalf or on behalf of any other person or entity.

(d)
Property. The Executive acknowledges that all originals and copies of
materials, records and documents generated by him or coming into his possession
during his employment by the Company or its subsidiaries are the sole property
of the Company and its subsidiaries (Company Property). During the
Employment Period, and at all times thereafter, the Executive shall not remove,
or cause to be removed, from the premises of the Company or its subsidiaries,
copies of any record, file, memorandum, document, computer related information
or equipment, or any other item relating to the business of the Company or its
subsidiaries, except in furtherance of his duties under the Agreement. When the
Executives employment with the Company terminates, or upon request of the
Company at any time, the Executive shall promptly deliver to the Company all
copies of Company Property in his possession or control.

(e) Reformation. If, at any time of enforcement of this Section 6, a
court or an arbitrator holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and
that the court or arbitrator shall be allowed to revise the restrictions
contained herein to cover the maximum period, scope and area permitted by law.

7.
Confidentiality.

(a) During the course of the Executives employment by the Company, the
Executive has had and will have access to certain trade secrets and
confidential information relating to the Company and its subsidiaries (the Protected
Parties) which is not readily available from sources outside the Company.
The confidential and proprietary information and trade secrets of the Protected
Parties are among their most valuable assets, including but not limited to,
their customer, supplier and vendor lists, databases, competitive strategies,
computer programs, frameworks, or models, their marketing programs, their
sales, financial, marketing, training and technical information, their product
development (and proprietary product data) and any other information, whether
communicated orally, electronically, in writing or in other tangible forms
concerning how the Protected Parties create, develop, acquire or maintain their
products and marketing plans, target their potential customers and operate
their retail and other businesses. The Protected Parties invested, and continue
to invest, considerable amounts of time and money in their process, technology,
know-how, obtaining and developing the goodwill of their customers, their other
external relationships, their data systems and data bases, and all the
information described above (hereinafter collectively referred to as Confidential
Information), and any misappropriation or unauthorized disclosure of
Confidential Information in any form would irreparably harm the Protected
Parties. The Executive acknowledges that such Confidential Information
constitutes valuable, highly confidential, special and unique property of the
Protected Parties. The Executive shall hold in a fiduciary capacity for the
benefit of the Protected Parties all Confidential Information relating to the
Protected Parties and their businesses, which shall have been obtained or
prepared by the Executive during the Executives employment by the Company or
its subsidiaries and which shall not be or become public knowledge (other than
by acts by the Executive or representatives of the Executive in violation of
this Agreement or acts of third parties in violation of similar agreements with
the Company).

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Except as
required by law or an order of a court or governmental agency with
jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or its subsidiaries or at any time thereafter, disclose
any Confidential Information, directly or indirectly, to any person or entity
for any reason or purpose whatsoever, nor shall the Executive use any
Confidential Information in any way, except in the course of the Executives
employment with, and for the benefit of, the Protected Parties or to enforce
any rights or defend any claims hereunder or under any other agreement to which
the Executive is a party, provided that such disclosure is relevant to the
enforcement of such rights or defense of such claims and is only disclosed in
the formal proceedings related thereto provided that the Executive must give
the Company prior written notice and an opportunity to obtain a protective
order. The Executive shall take all reasonable steps to safeguard the
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.

(b)
All files, records, documents, drawings, specifications, data, computer
programs, evaluation mechanisms and analytics and similar items relating
thereto or to the Business, as well as all customer lists, specific customer
information, compilations of product research and marketing techniques of the
Company and its subsidiaries, whether prepared by the Executive or otherwise
coming into the Executives possession, shall remain the exclusive property of
the Company and its subsidiaries, and the Executive shall not remove any such
items from the premises of the Company and its subsidiaries, except in
furtherance of the Executives duties hereunder.

(c)
As requested by the Company and at the Companys expense, from time to time and
upon the termination of the Executives employment with the Company for any
reason, the Executive will promptly deliver to the Company and its subsidiaries
all copies and embodiments, in whatever form, of all Confidential Information
in the Executives possession or within his control (including, but not limited
to, memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company with written confirmation that
all such materials have been delivered to the Company as provided herein.

8.
Inventions.
The Executive hereby assigns to the Company the Executives entire right, title
and interest in and to all discoveries and improvements, patentable or
otherwise, trade secrets and ideas, writings and copyrightable material, which
may be conceived by the Executive or developed or acquired by the Executive
during the Employment Period, which may pertain directly or indirectly to the
business of the Company or any of its subsidiaries. The Executive agrees to
disclose fully all such developments to the Company upon its request, which
disclosure shall be made in writing promptly following any such request. The
Executive shall, upon the Companys request, execute, acknowledge and deliver
to the Company all instruments and do all other acts which are necessary or
desirable to enable the Company or any of its subsidiaries to file and
prosecute applications for, and to acquire, maintain and enforce, all patents,
trademarks and copyrights in all countries. In accordance with the Illinois
Employee Patent Act, 765 ILCS 1060, the Executive is hereby notified by the
Company, and understands, that the foregoing provisions do not apply to an
invention for which no equipment, supplies, facilities or trade secret
information of the Company was used and which was developed entirely on the
Executives own time, unless (i) the invention relates (A) to the business of
the Company or (B) to the Companys actual or demonstrably anticipated research
and development, or (ii) the invention results from any work performed by the
Executive for the Company.

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9.
Enforcement.
The parties hereto agree that the Company and its subsidiaries would be damaged
irreparably in the event that any provision of Section 6, 7 or 8 of this
Agreement were not performed in accordance with its terms or were otherwise
breached and that money damages would be an inadequate remedy for any such
nonperformance or breach. Accordingly, the Company and its successors and
permitted assigns shall be entitled, in addition to other rights and remedies
existing in their favor, to an injunction or injunctions to prevent any breach
or threatened breach of any of such provisions and to enforce such provisions
specifically (without posting a bond or other security). The Executive agrees
that the Executive will submit to the personal jurisdiction of the courts of
the State of Illinois in any action by the Company to enforce an arbitration
award against the Executive or to obtain interim injunctive or other relief
pending an arbitration decision.

10.
Representations.
The Executive represents and warrants to the Company that (a) the execution,
delivery and performance of this Agreement by the Executive does not and will
not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Executive is a
party or by which the Executive is bound, (b) the Executive is not a party to
or bound by any employment agreement, non-competition agreement or
confidentiality agreement with any other person or entity which would prevent
him from entering into and fully performing his duties, responsibilities and
obligations under this Agreement or would otherwise limit the manner in which
he may perform such duties, responsibilities and obligations, and (c) upon the
execution and delivery of this Agreement by the Company, this Agreement shall
be the valid and binding obligation of the Executive, enforceable in accordance
with its terms.

11.
Survival.
Sections 6, 7, 8, 9 and 12 of this Agreement shall survive and continue in full
force and effect in accordance with their respective terms, notwithstanding any
termination of the Employment Period.

12.
Arbitration.
Except as otherwise set forth in Section 9 hereof, any dispute or controversy
between the Company and the Executive, whether arising out of or relating to
this Agreement, the breach of this Agreement, Executives employment with the
Company or otherwise, shall be settled by arbitration in Chicago, Illinois
administered by the American Arbitration Association, with any such dispute or
controversy being so administered in accordance with its Commercial Rules then
in effect, and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such dispute
or controversy and seek interim provisional, injunctive or other equitable
relief until the arbitration award is rendered or the controversy is otherwise
resolved. Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, neither
a party nor an arbitrator may disclose the existence, content or results of any
arbitration hereunder without the prior written consent of the Company and the
Executive. The Company and the Executive acknowledge that this Agreement
evidences a transaction involving interstate commerce. Notwithstanding any
choice of law provision included in this Agreement, the United States Federal
Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision.

13.
Notices.
All notices and other communications required or permitted hereunder shall be
in writing and shall be deemed given when (a) delivered personally or by
overnight courier to the following address of the other party hereto (or such
other address for such

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party as shall
be specified by notice given pursuant to this Section) or (b) sent by facsimile
to the following facsimile number of the other party hereto (or such other
facsimile number for such party as shall be specified by notice given pursuant
to this Section), with the confirmatory copy delivered by overnight courier to
the address of such party pursuant to this Section 13:

| |                         |                                 
| | ----------------------- | --------------------------------
| | If to the
 Company, to:
| |                        
| |                         | Whitehall
 Jewellers, Inc.      
| |                         | 125 S.
 Wacker Drive            
| |                         | Suite 2600                      
| |                         | Chicago, IL
 60606              
| |                         | Attn:
 General Counsel          
| |                         |                                 
| |                         | If to the
 Executive:           
| |                         |                                 
| |                         | Mike Don                        
| |                         | 777 N.
 Michigan Ave., Apt. 3201
| |                         | Chicago, IL
 60611-2608         

14.
Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect the validity, legality or enforceability
of any other provision of this Agreement or the validity, legality or
enforceability of such provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

15.
Release.
Notwithstanding any other provision of this Agreement to the contrary,
Executive acknowledges and agrees that any and all payments to which Executive
is entitled under Sections 4(d)(i)(B) and 4(d)(i)(C) which are described as
being subject to this Section 15 are conditioned upon and subject to
Executives execution of, and not having revoked within any applicable
revocation period, a general release and wavier in such reasonable and
customary form as shall be prepared by the Company, of all claims Executive may
have against the Company and its directors, officers, subsidiaries and
affiliates, except as to (i) matters covered by provisions of this Agreement
that expressly survive termination of this Agreement and (ii) rights to which
Executive is entitled by virtue of Executives participation in the employee
benefit plans, policies and arrangements of the Company.

16.
Entire
Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, contracts, agreements
(including, but not limited to the prior Employment Agreement, dated as of
November 15, 2006, by and between the Executive and the Company) ) or
representations by or between the parties, written or oral, which may have
related in any manner to the subject matter hereof.

17.
Successors
and Assigns. This Agreement shall be enforceable by the
Executive and the Executives heirs, executors, administrators and legal
representatives, and by the Company and its successors and assigns.

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18.
Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois without
regard to principles of conflict of laws.

19.
Amendment
and Waiver. The provisions of this Agreement may be amended or
waived only by the written agreement of the Company and the Executive, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.

20.
Counterparts.
This Agreement may be executed in two counterparts, each of which shall be
deemed to be an original and both of which together shall constitute one and
the same instrument.

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

| |                          | 
| | ------------------------ | 
| | WHITEHALL JEWELERS, INC.
| |                          | 
| | By:                      | 
| |                          | 
| | Title:                   | 
| |                          | 
| |                          | 
| | MICHAEL DON             
| |                         
| | /s/
 Michael Don        
| |                         

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