TENTH
        AMENDMENT

      


      TENTH
        AMENDMENT dated as of September 24, 2008 (this “Amendment”)
        with
        respect to the Revolving Credit Agreement, dated as of August 14, 2002 (as
        amended, the “Credit
        Agreement”)
        by and
        between Lazare Kaplan International Inc., as borrower (“Borrower”)
        and
        ABN AMRO Bank N.V., as Administrative Agent (the “Administrative
        Agent”)
        and as
        a Bank (the “Bank”).
        Unless otherwise defined herein, capitalized terms used herein have the meanings
        assigned in the Credit Agreement

      


      WITNESSETH:

      


      WHEREAS,
        pursuant to the Credit Agreement, the Bank has made Loans and other financial
        accommodations to the Borrower which remain outstanding;

      


      WHEREAS,
        the Borrower has requested that the Bank amend the restriction on Indebtedness
        and Liens set forth in Sections 8.2(a) and 8.2(b) of the Credit Agreement,
        respectively, and the Bank is willing to do so under the terms and conditions
        set forth in this Amendment;

      


      NOW,
        THEREFORE, in consideration of the premises and for other good and valuable
        consideration the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto hereby agree as follows:

      


      Section
        1. Amendment.
        

       

      (a) Section
        1
        of the Credit Agreement is hereby amended by inserting the following definitions
        in the appropriate alphabetical order:

       

      “NamGem
        Trading BVBA”
means
        NamGem Trading BVBA, a company organized and existing under the laws of the
        Kingdom of Belgium and a Subsidiary of the Borrower.

      


      “NamGem
        Trading BVI Limited”
means
        NamGem Trading BVI Limited, a company limited by shares organized and existing
        under the laws of the British Virgin Islands and a Subsidiary of the
        Borrower.

      


      “OPIC”
means
        the Overseas Private Investment Corporation, an agency of the United States
        of
        America.

      


      “OPIC
        Financing Agreement”
means
        that certain First Amended and Restated Finance Agreement between OPIC and
        NamGem Trading BVI Limited, dated as of June 10, 2008, as the same may be
        amended, modified or supplemented from time to time. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b) Section
        8.2(a) of the Credit Agreement is hereby amended by inserting the following
        clause (xi) at the end thereof:

       

      “
        (xi) up
        to $25,200,000 in Indebtedness of the Borrower and/or any Subsidiary of the
        Borrower to OPIC with respect to the OPIC Financing Agreement.”
        

       

      (c) Section
        8.2(b) of the Credit Agreement is hereby amended by inserting the following
        clause (viii) at the end thereof: 

       

      “(viii)
         Liens
        granted by Subsidiaries of the Borrower on the property and capital stock
        of
        such Subsidiaries in connection with the Indebtedness described in Section
        8.2(a)(xi).”

       

      (d) Section
        8.2(c) of the Credit Agreement is hereby amended by inserting the following
        proviso at the end of subsection (c) clause (vi):

       

      “;
        provided further,
        that
        such
        limitation shall not apply to investments by the Borrower and its Subsidiaries
        in an aggregate amount of up to $10,800,000 in NamGem Trading BVI Limited.”


      


      (e) Section
        8.3(c) of the Credit Agreement is hereby amended by deleting "1.5" and inserting
        in lieu thereof "1.75." 

       

      Section
        2. Effective
        Date.
        This
        Amendment shall become effective upon the satisfaction of the following
        conditions precedent:

       

      (a) the
        Borrower, the Administrative Agent and the Bank shall have executed and
        delivered this Amendment; 

       

      (b) legal
        matters incident to the execution and deliver of this Amendment shall be
        satisfactory to the Administrative Agent and its counsel;

       

      (c) Lazare
        Kaplan Europe Inc., Lazare Kaplan Japan Inc. and Lazare Kaplan Africa Inc.
        shall
        have executed and delivered to the Administrative Agent and their consent
        to
        this Amendment in the form set forth below;

       

      (d) all
        of
        the representations and warranties set forth in Section 6 of the Credit
        Agreement shall be true and correct and the Borrower shall be in compliance
        with
        the terms and conditions of the Credit Agreement and no Default or Event
        of
        Default has occurred under the Credit Agreement; and

       

      (e) the
        Borrower shall have paid all invoiced and unpaid out-of-pocket costs and
        expenses of the Administrative Agent incurred in connection with the Borrower,
        including, without limitation, the reasonable fees and disbursements of counsel
        to the Administrative Agent.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        3. Miscellaneous

       

      (a) Representations
        and Warranties.
        The
        Borrower hereby represents and warrants as of the date hereof that (a) no
        Default or Event of Default has occurred and is continuing and (b) all
        representations and warranties of the Borrower contained in the Credit Agreement
        are true and correct in all material respects with the same effect as if
        made on
        and as of such date (or if any such representation or warranty is expressly
        stated to have been made as of a specific date, as of such date).

       

      (b) Counterparts.
        This
        Amendment may be executed by the parties hereto in any number of separate
        counterparts, and all of said counterparts taken together shall be deemed
        to
        constitute one and the same instrument.

       

      (c) Continuing
        Effect of the Credit Agreement.
        The
        Borrower, the Administrative Agent and the Bank hereby acknowledge and agree
        that the Credit Agreement shall continue to be and shall remain unchanged
        and in
        full force and effect in accordance with its terms, except as expressly modified
        hereby.

       

      (d) No
        Waiver.
        Nothing
        contained in this Amendment shall be construed or interpreted or is intended
        as
        a waiver of any Default or Event of Default or of any rights, powers, privileges
        or remedies that the Administrative Agent or the Bank have or may have under
        the
        Credit Agreement, any other related document or applicable law on account
        of
        such Default or Event of Default.

       

      (e) GOVERNING
        LAW.
        THIS
        AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
        SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
        LAW
        OF THE STATE OF NEW YORK.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed and delivered by their proper and duly authorized officers as of
        the
        date first above written.

      


      
        	
                LAZARE
                  KAPLAN NTERNATIONAL INC.

              
	 
	
                By:

              	  

	
                Title:

              	 
	 	 
	
                ABN
                  AMRO BANK N.V., as Bank and as Agent

              
	 
	
                By:

              	  

	
                Title:

              	 
	 	 
	
                By:

              	  

	
                Title:

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Guarantor’s
        Acknowledgement and Consent

       

      Each
        of
        the undersigned heretofore executed and delivered to the Bank a Guaranty
        dated
        August 14, 2002. Each of the undersigned hereby consents to the Tenth Amendment
        to the Credit Agreement as set forth above and confirms that its Guaranty
        and
        all of the undersigned’s obligations thereunder remain in full force and effect.
        Each of the undersigned further agrees that the consent thereof to any further
        amendments to the Credit Agreement shall not be required as a result of this
        consent having been obtained, except to the extent, if any, required by the
        Guaranty referred to above.

       

    

    
      	
              Lazare
                Kaplan Europe Inc.

            
	 	 
	
              By

            	 
	
              Name

            	   

	
              Title

            	   

	 	 
	
              Lazare
                Kaplan Japan Inc.

            
	 	 
	
              By

            	 
	
              Name

            	   

	
              Title

            	   

	 	 
	
              Lazare
                Kaplan Africa Inc.

            
	 	 
	
              By

            	 
	
              Name

            	   

	
              Title