**Exhibit
      2.2(b)**




Zale
      Corporation


Zale
      Delaware, Inc.


TXDC,
      L.P.


901
      West
      Walnut Hill Lane


Irving,
      Texas 75038





November
      9, 2007





Finlay
      Fine Jewelry Corporation


Finlay
      Enterprises, Inc.


529
      Fifth
      Avenue


New
      York,
      New York 10017





Ladies
      and Gentlemen:





Reference
      is made to that certain Asset Purchase Agreement made and entered into as of
      September 27, 2007 (the “ Purchase
      Agreement ”),
      by
      and among Zale Corporation, Zale Delaware, Inc., TXDC, L.P., Finlay Fine Jewelry
      Corporation, and for limited purposes only, Finlay Enterprises, Inc. Capitalized
      terms used herein but not otherwise defined shall have the meaning set forth
      in
      the Purchase Agreement. This letter agreement amends and clarifies the Purchase
      Agreement as set forth below.





1.  Effective
      Time .
      The
      definition of Effective Time set forth in the Purchase Agreement shall be
      amended and restated in its entirety as follows:





“ Effective
      Time ”
shall
      mean the close of business on November 8, 2007.





2.  Inventory
      True-Up .
      Section
      2.3 of the Purchase Agreement shall be amended and restated in its entirety
      as
      follows:





Section
      2.3  Inventory
      True-Up .





(a)  Beginning
      eighteen days prior to the scheduled Closing Date, representatives of Purchaser
      and Sellers, supervised or observed, if requested by either Purchaser or Sellers
      (and at the requesting party’s sole expense), by Eisner LLP, shall conduct a
      physical count of the Inventory at the Real Property and the Distribution Center
      such physical count to be brought forward and adjusted (utilizing perpetual
      inventory records) through the Effective Time, using methodology consistent
      with
      past practices and GAAP principles (“ Inventory
      Count ”).
      Without by implication limiting the generality of the other provisions of this
      Agreement, it is acknowledged and agreed that all expenses incurred by, and
      all
      sales made by, the Business after the Effective Time shall be for the account
      and benefit of Purchaser. The value of the Inventory (the “ Closing
      Inventory Value ”)
      shall
      be determined based on Sellers’ cost for such Inventory as reflected on Sellers’
books and records (including freight in and freight out, excluding reserves).
      In
      connection with the determination of the Closing Inventory Value, Purchaser
      and
      its independent accountants, if requested by Purchaser, will have reasonable
      access to all requisite accounting and other records of Sellers and to the
      Real
      Property and the Distribution Center, if necessary. Sellers will provide
      Purchaser with an initial calculation of Closing Inventory Value on or prior
      to
      November 15, 2007. The parties will use their respective reasonable best
      efforts to agree upon the Closing Inventory Value based on the Inventory Count
      no later than ten Business Days following the Closing Date, or five Business
      Days after delivery of the Sellers’ calculation, whichever is later. If the
      parties cannot agree upon the Closing Inventory Value based upon the Inventory
      Count within the time period specified above, the parties shall submit such
      matter to the Independent Accountant for review and resolution, with the fees
      and expenses thereof to be shared equally by the parties; and any determination
      by such third party shall be final and binding upon the parties.









(b)  If
      the
      Closing Inventory Value (as finally determined) exceeds $189,000,000 (the
“ Excess
      Amount) ,
      Finlay
      shall cause Purchaser to pay by wire transfer to an account designated in
      writing by Sellers in immediately available U.S. funds (i) such Excess Amount,
      not to exceed $26,000,000, no later than fifteen Business Days following the
      Closing Date, and (ii) if such Excess Amount is greater than $26,000,000, the
      balance of the Excess Amount on February 4, 2008. If not paid when due, interest
      shall accrue on the amount due at a rate equal to the lesser of (a) 12% per
      annum or (b) the maximum rate permitted by law.





(c)  If
      the
      Closing Inventory Value (as finally determined) is less than $189,000,000,
      Sellers shall pay by wire transfer to an account designated in writing by
      Purchaser in immediately available U.S. funds an amount equal to the shortfall
      no later than fifteen Business Days following the Closing Date. If not paid
      when
      due, interest shall accrue on the amount due at a rate equal to the lesser
      of
      (a) 12% per annum or (b) the maximum rate permitted by law.





3.  Consigned
      Merchandise





(a)  Within
      five Business Days following the Closing Date, Sellers shall deliver to
      Purchaser a true, correct and complete list of all consigned merchandise of
      the
      Business as of the Effective Time, together with the name of the consignor,
      the
      cost of the merchandise and any other material terms of the consignment
      relationship (to the extent other than pursuant to Sellers’ customary
      consignment terms) (“ Consigned
      Merchandise List ”).
      For
      the avoidance of doubt, the consigned merchandise shall include, and the
      Consigned Merchandise List shall include sub-lists for, all so-called “memo”
consigned merchandise, “sample room” consigned merchandise, and direct-to-store
      consigned merchandise.





(b)  To
      the
      extent that any consigned merchandise of the Business is lost, stolen or damaged
      prior to the Effective Time, including merchandise that is not on the Consigned
      Merchandise List but is asserted by a consignor to be on consignment as of
      the
      Effective Time, Parent and the Sellers shall jointly and severally indemnify
      and
      hold harmless the Purchaser for any Losses directly or indirectly resulting
      from
      such loss, theft or damage or allegedly missing consigned merchandise; provided,
      however, that any such loss, theft or damage occurring after the Effective
      Time
      shall be the responsibility of Purchaser.





(c)  Without
      by implication limiting the generality of Section 1.3 of the Purchase Agreement
      or the other provisions thereof, following the Closing, Purchaser shall use
      commercially reasonable efforts to provide Sellers with written confirmation
      from the consignors of consigned merchandise that Sellers no longer shall be
      responsible to such consignors for such merchandise or for payment therefore,
      subject to Section 3(b) above.





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4.  Cash
      Collection





(a)  Pursuant
      to the Transitional Services Agreement, Opco shall process all cash, checks
      and
      credit card payments (including with respect to Opco’s proprietary credit cards)
      received by the Business (collectively, “ Receipts ”).
      Opco
      acknowledges that it has no right, title or interest in any Receipts, such
      Receipts shall be held by Opco in trust for Purchaser, and such Receipts shall
      not be subject to any setoff, offset, charge or deduction of any kind except
      for
      amounts paid to customers for customer returns, telecheck fees, merchant and
      other fees charged by credit card processors, chargebacks by credit card
      processors, funding petty cash for the Business, and similar items incurred
      by
      the Business after the Effective Time. Each Tuesday and Friday during the period
      that Opco provides the foregoing services (other than December 25 th and
      January 1 st ),
      Opco
      shall pay by wire transfer to an account designated in writing by Purchaser
      in
      immediately available U.S. funds all Receipts not theretofore transferred.
      In
      connection with each transfer, Opco promptly shall provide Purchaser with
      sufficient documentation to confirm accuracy of the amount of the transfer
      and
      any deductions made in accordance with clauses (i) or (ii) above. Subject to
      the
      terms of the Confidentiality Agreement, Opco shall provide Purchaser and its
      Representatives reasonable access during normal business hours to the books,
      records, personnel, work papers, systems and accounts reasonably necessary
      to
      verify the documentation provided to Purchaser by Opco.





(b)  If
      any
      dispute arises in connection with Section 4(a), Purchaser shall provide written
      notice thereof to Opco and the parties shall attempt in good faith to resolve
      such dispute. If the parties cannot resolve such dispute within five Business
      Days from the date on which Purchaser shall have delivered such written notice,
      the parties shall submit such matter to the Independent Accountant for review
      and resolution, with the fees and expenses thereof to be shared equally by
      the
      parties; and any determination by such party shall be final and binding upon
      the
      parties.




5.  Meadowood




Following
      the Closing, Opco shall pay the landlord of the Meadowood Mall store (Store
      No.
      2265) $242,000 in accordance with the terms of the lease for such store. Opco
      shall provide written notice to Purchaser no later than two days after such
      payment to confirm the amount and date of payment. This payment shall be treated
      for tax purposes as a reduction of the Purchase Price but shall not otherwise
      reduce any amounts due to Sellers pursuant to the Purchase Agreement.




6.  Big
      Ticket Recourse Program




Without
      by implication limiting or expanding the generality of Section 1.3 of the
      Purchase Agreement, Assumed Liabilities shall include (i) the amount of any
      recourse obligation due to Citibank USA, N.A. that arises from the purchase
      of
      merchandise subsequent to the Effective Time using a Bailey, Banks and Biddle
      proprietary credit card issued by Citibank (“ BBB
      Credit Card ”)
      and
      (ii) the amount of any recourse obligation due to Citibank that arises from
      the
      purchase of merchandise prior to the Effective Time using a BBB Credit Card
      where such BBB Credit Card (or a different card for the same account) is used
      to
      purchase merchandise with recourse subsequent to the Effective Time, provided
      that Opco, acting pursuant to the Transitional Services Agreement, follows
      its
      customary procedures in approving purchases following the Effective Time. With
      respect to such purchases, Opco shall provide, pursuant to the Transitional
      Services Agreement, such reports as Purchaser reasonably shall request. In
      addition, upon request by Opco, Purchaser promptly shall reimburse Sellers
      for
      the net amount of any restricted cash required to be deposited with Citibank
      with respect to any recourse obligations which are Assumed Liabilities as
      discussed above, subject to reimbursement when such restrictions lapse. For
      the
      sake of clarity, any recourse obligation relating to the period prior to the
      Effective Time shall remain the liability of sellers, and shall not be an
      Assumed Liability, other than under the limited circumstances set forth
      above.




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7.  Bonus
      Prorations




The
      November bonus pursuant to the monthly manager bonus plan shall be prorated
      between Purchaser and Sellers based upon sales occurring before and after the
      Effective Time during the month of November. The bonus for the period from
      August 1, 2007 through January 31, 2008 that will be due and owing after the
      Effective Time to Transferred Employees under the semi-annual bonus plan shall
      be prorated between Purchaser and Sellers based upon “controllable
      contributions” compared to plan occurring before and after the Effective Time
      during the relevant measurement periods. The retention bonuses payable to
      employees at the Roosevelt Field store (Store No. 2264) after the Effective
      Time
      shall be allocated between Sellers and Purchaser based upon the percentage
      of
      sales between April 1, 2007 from November 8, 2007 (for which Zale is
      responsible) and between November 8, 2007 until the store closing date (for
      which Purchaser is responsible) to total sales during the period from April
      1,
      2007 until the store closing date. The parties shall make such payments after
      the Closing as may be necessary to allocate the bonuses as provided above at
      the
      time such bonuses are due and payable.




8.  Prepaid
      Expenses




(a)  Without
      by implication limiting Section 5.11 of the Purchase Agreement, with respect
      to
      any amounts paid by Sellers prior to the Effective Time that are subject to
      pro
      ration, Sellers shall provide Purchaser with a reconciliation thereof as soon
      as
      practicable following the closing of their books for the month of November
      2007
      and Purchaser shall pay any amount due within five Business Days
      thereafter.




(b)  If
      any
      dispute arises in connection with Section 8(a), Purchaser shall provide written
      notice thereof to Opco and the parties shall attempt in good faith to resolve
      such dispute. If the parties cannot resolve such dispute within five Business
      Days from the date on which Purchaser shall have delivered such written notice,
      the parties shall submit such matter to the Independent Accountant for review
      and resolution, with the fees and expenses thereof to be shared equally by
      the
      parties; and any determination by such party shall be final and binding upon
      the
      parties.




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9.  Insurance
      Premiums





To
      the
      extent that Opco collects insurance premiums or similar payments from
      Transferring Employees for periods subsequent to the Effective Time, Opco shall
      credit those amounts against amounts due from Purchaser for such subsequent
      periods.





10.  Woodlands





At
      its
      expense, Opco shall complete the current renovations of the Woodlands Mall
      store
      (Store No. 2242) and shall be entitled to receive, when due, with respect
      thereto the build-out allowance of $200,000 from the landlord.





11.  SPIFS





To
      the
      extent that Purchaser is required to fulfill the obligations of a defaulting
      vendor with respect to sales incentives for sales associates of the Business
      and
      the applicable sales incentive program commenced prior to the Effective Time,
      the cost of such fulfillment shall be prorated between Purchaser and Sellers
      based upon sales occurring before and after the Effective Time.





12.  Sales
      Tax





To
      the
      extent that Purchaser pays sales tax with respect to the Business for sales
      occurring prior to the Effective Time, Sellers promptly will reimburse Purchase
      for such taxes.





13.  King
      of Prussia





Pursuant
      to that certain Master Agreement dated October 26, 2007 by and among Simon
      Property Group, LP (" Simon "),
      Opco
      and Purchaser, Simon has executed that certain Consent and Estoppel for the
      Bailey, Banks and Biddle store located in the King of Prussia mall in
      Pennsylvania (the " King
      of Prussia Store ").
      Until
      such time as Simon delivers a counterpart to the Consent and Estoppel from
      the
      other partner who has an ownership interest in the King of Prussia Store, Parent
      and the Sellers shall jointly and severally indemnify and hold harmless the
      Purchaser for any Losses (without regard to the deductible and the cap
      provisions of Article X of the Purchase Agreement) directly or indirectly
      resulting from the failure to receive such counterpart to the Consent and
      Estoppel.




14.  Miscellaneous




The
      provisions of Article XI of the Purchase Agreement shall apply as if set forth
      herein in their entirety.




*
      * * *
      *




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If
      you
      agree with the foregoing, please so indicate by signing below where
      indicated.


Sincerely
                yours,ZALE
                  CORPORATIONBy:
              /s/
                  Rodney CarterIts:
              EVP,
                  CAO & CFOZALE
                  DELAWARE, INC.
   By:
              /s/
                  Rodney CarterIts:
              EVP,
                  CAO & CFO
   TXDC,
                  L.P.By:
                  Zale Delaware, Inc., itsGeneral
                  Partner
   By:
              /s/
                  Rodney CarterIts:
              EVP,
                  CAO & CFO
  AGREED
                  TO:FINLAY
                  FINE JEWELRYCORPORATIONBy:
              /s/
                  Arthur E. ReinerIts:for
                  the limited purposes stated in the Purchase Agreement or herein:
                FINLAY
                  ENTERPRISES, INC.By:
              /s/
                  Arthur E. ReinerIts:




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