<PAGE>



                        FIFTH AMENDMENT AND AGREEMENT TO
                                 LOAN AGREEMENT

         This Fifth Amendment and Agreement to Loan Agreement is made as of the
______ day of ____________, 2000, by and between FLEET BANK, N. A., a national
banking association ("Fleet"); and BANK LEUMI USA, formerly known as Bank Leumi
Trust Company of New York, a New York banking corporation ("Bank Leumi"; Fleet
and Bank Leumi are hereinafter referred to together as the "Banks"); and LAZARE
KAPLAN INTERNATIONAL INC., a Delaware corporation (the "Borrower").

                                WITNESSETH THAT:

         WHEREAS, Fleet has extended a term loan to Lazare Kaplan Japan, Inc., a
corporation ("Lazare Kaplan Japan") organized under the laws of Delaware in the
sum of One Billion One Hundred Million Japanese Yen ('Y'1,100,000,000) (the
"Lazare Kaplan Japan Loan"); and

         WHEREAS, the Borrower guaranteed the payment and performance of the
Lazare Kaplan Japan Loan and secured its guaranty by pledging the sum of Ten
Million Ten Thousand Ten and 01/100 Dollars ($10,010,010.01) to Fleet (the
"Pledged Collateral"); and

         WHEREAS, the Borrower has agreed to assume the obligations under the
Lazare Kaplan Japan Loan and will be jointly and severally liable with Lazare
Kaplan Japan for the repayment of the Lazare Kaplan Japan Loan; and

         WHEREAS, in consideration thereof Fleet will release its security
interest in the Pledged Collateral and the Borrower will use the proceeds of the
Pledged Collateral to repay its obligations to Fleet under the Loan Agreement
dated as of May 14, 1996, as amended from time to time (as amended, the "Loan
Agreement") between the Banks and the Borrower; and

         WHEREAS, the Banks and the Borrower desire to amend the Loan Agreement,
in order to reduce the availability of the revolving loan extended thereunder by
the US Dollar equivalent of the outstanding principal balance of the Lazare
Kaplan Japan Loan;

         NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:

         1. All capitalized terms used herein without definition shall have the
definitions assigned by the Loan Agreement.

         2. Effective the date hereof, Article One of the Loan Agreement is
amended by adding a new definition for "Lazare Kaplan Japan Loan Indebtedness"
to read in its entirety as follows:

                  "Lazare Kaplan Japan Loan Indebtedness means the outstanding
         principal balance of the Lazare Kaplan Japan Loan from time to time."

         3. Effective the date hereof, the definition of "Commitment" set forth
in Article 1 of the Loan Agreement is amended in its entirety as follows:

                  "Commitment: as to each Bank, the amount set forth opposite
         such Bank's name on the signature page hereof under the caption
         "Commitment", as such amount is subject to reduction in accordance with
         the terms hereof, provided, however, in the case of Fleet, the Lazare
         Kaplan Japan




<PAGE>




         Foreign Currency/Interest Rate Risk and the Lazare Kaplan Japan Loan
         Indebtedness shall be deemed to be included as indebtedness incurred
         pursuant to Fleet's Commitment."

         4. The Banks and the Borrower hereby acknowledge and agree that the
Lazare Kaplan Japan Loan Indebtedness shall be deemed to be indebtedness of the
Borrower to the Banks under the Loan Agreement for all purposes of determining
the amount of the Loans outstanding under the Loan Agreement and for determining
the utilization of the Total Commitment and each Bank's respective Commitment.
The Lazare Kaplan Japan Loan Indebtedness shall not be deemed to be indebtedness
under the Loan Agreement for purposes of imposing an interest charge thereon.

         5. Notwithstanding the provisions of Paragraph 2.16(iv) of the Loan
Agreement, the Banks agree to the repayments of Loans extended by Fleet to the
Borrower under the Loan Agreement by an amount equal to the outstanding
principal balance of the Pledged Collateral.

         6. Effective the date hereof, the Loan Agreement is amended by adding a
new Paragraph 10 entitled "General Provisions" to read in its entirety as
follows (in the event of any inconsistency between the Loan Agreement and the
provisions of this Paragraph 10, the provisions of this Paragraph 10 shall
prevail and govern):

                  "10.     General Provisions.

                  10.1 All payments shall be made by the Borrower at the offices
         of the Banks herein set forth or such other place as the Banks may from
         time to time specify in writing in lawful currency of the United States
         of America in immediately available funds, without counterclaim or
         setoff and free and clear of, and without any deduction or withholding
         for, any taxes or other payments.

                  10.2 All payments shall be applied first to the payment of all
         fees, expenses and other amounts due to the Banks (excluding principal
         and interest), then to accrued interest and the balance on account of
         outstanding principal; provided, however, that after the occurrence of
         an Event of Default, payments will be applied to the obligations of the
         Borrower to the Banks as the Banks determines in their sole discretion.

                  10.3 The Following Business Day Convention shall be used to
         adjust any relevant date if that date would otherwise fall on a day
         that is not a Business Day. For the purposed herein, the term Following
         Business Day Convention shall mean that an adjustment will be made if
         any relevant date would otherwise fall on a day that is not a Business
         Day so that the date will be the first following day that is a Business
         Day. "Business Day" means, in respect of any date that is specified in
         this Loan Agreement to be subject to adjustment in accordance with the
         Following Business Day Convention, a day on which commercial banks
         settle payments in New York, if the payment obligation is calculated by
         reference to Prime Rate. All payments hereunder shall be adjusted in
         accordance with the Following Business Day Convention.

                  10.4 If this Loan Agreement or any payment hereunder becomes
         due on a day which is not a Business Day (as defined below), the due
         date of this Loan Agreement or payment shall be extended to the next
         succeeding Business Day, and such extension of time shall be included
         in computing interest and fees in connection with such payment. As used
         herein, "Business Day" shall mean any day other than a Saturday, Sunday
         or day which shall be in the State of New York a legal holiday or day
         on which banking institutions are required or authorized to close.



                                      -2-


<PAGE>



                  10.5 The Borrower shall pay on demand all expenses of the
         Banks in connection with the preparation, administration, default,
         collection, wavier or amendment of loan terms, or in connection with
         the Banks' exercise, preservation or enforcement of any of their
         rights, remedies or options hereunder, including, without limitation,
         fees of outside legal counsel or the allocated costs of in-house legal
         counsel, accounting, consulting, brokerage or other costs relating to
         any appraisals or examinations conducted in connection with the loan or
         any collateral therefor, and the amount of all such expenses shall,
         until paid, bear interest at the rate applicable to principal hereunder
         (including any default rate) and be an obligation secured by any
         collateral.

                  10.6 The term "Prime Rate" means the variable per annum rate
         of interest so designated from time to time by Fleet National Bank as
         its prime rate. The Prime Rate is a reference rate and does not
         necessarily represent the lowest or best rate being charged to any the
         Borrower.

                  10.7 Changes in the rate of interest resulting from changes in
         the Prime Rate shall take place immediately without notice or demand of
         any kind.

                  10.8 All computations of interest shall be made on the basis
         of a three hundred sixty (360) day year and the actual number of days
         elapsed.

                  10.9 Upon default (whether or not the Banks have accelerated
         payment of this Loan Agreement), or after maturity or after judgment
         has been rendered on this Notes, the Borrower's right to select pricing
         options shall cease and the unpaid principal of all Advances shall, at
         the option of the Banks, bear interest at a rate which is four (4)
         percentage points per annum greater than that which would otherwise be
         applicable.

                  10.10 If the entire amount of any required principal and/or
         interest is not paid in full within ten (10) days after the same is
         due, the Borrower shall pay to the Banks a late fee equal to five
         percent (5%) of the required but unpaid payment.

                  10.11 All agreements between the Borrower and the Banks are
         hereby expressly limited so that in no contingency or event whatsoever,
         whether by reason of acceleration of maturity of the indebtedness
         evidenced hereby or otherwise, shall the amount paid or agreed to be
         paid to the Banks for the use or the forbearance of the indebtedness
         evidenced hereby exceed the maximum permissible under applicable law.
         As used herein, the term "applicable law" shall mean the law in effect
         as of the date hereof; provided, however, that in the event there is a
         change in the law which results in a higher permissible rate of
         interest, then this Loan Agreement shall be governed by such new law as
         of its effective date. In this regard, it is expressly agreed that it
         is the intent of the Borrower and the Banks in the execution, delivery
         and acceptance of this Loan Agreement to contract in strict compliance
         with the laws of the State of New York from time to time in effect. If,
         under or from any circumstances whatsoever, fulfillment of any
         provision hereof or of any of the Loan Documents at the time of
         performance of such provision shall be due, shall involve transcending
         the limit of such validity prescribed by applicable law, then the
         obligation to be fulfilled shall automatically be reduced to the limits
         of such validity, and if under or from circumstances whatsoever the
         Banks should ever receive as interest an amount which would exceed the
         highest lawful rate, such amount which would be excessive interest
         shall be applied to the reduction of the principal balance evidenced
         hereby and not to the


                                      -3-


<PAGE>



         payment of interest. This provision shall control every other
         provision of all agreements between the Borrower the Banks.

                  10.12 The Borrower and, by affirming its Guaranty, the
         Guarantors hereby grant to the Banks, a continuing lien, security
         interest and right of setoff as security for all liabilities and
         obligations to the Banks, whether now existing or hereafter arising,
         upon and against all deposits, credits, collateral and property, now or
         hereafter in the possession, custody, safekeeping or control of the
         Banks or any entity under the control of FleetBoston Financial
         Corporation and its successors and assigns or in transit to any of
         them. At any time, without demand or notice (any such notice being
         expressly waived by the Borrower), the Banks may setoff the same or any
         part thereof and appy the same to any liability or obligation of the
         Borrower and any Guarantor even though unmatured and regardless of the
         adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS
         TO REQUIRE THE BANKS TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT
         TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING
         THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
         PROPERTY OF THE BORROWER OR THE GUARANTORS, ARE HEREBY KNOWINGLY,
         VOLUNTARILY AND IRREVOCABLY WAIVED.

                  10.13 THE BORROWER AND THE BANKS MUTUALLY HEREBY KNOWINGLY,
         VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
         RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
         CONNECTION WITH THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENTS
         CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
         CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN ) OR
         ACTIONS OF ANY PART, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF
         CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE BANKS
         RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN
         DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY
         SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
         HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY
         WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
         SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
         OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER CERTIFIES
         THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE BANKS HAS REPRESENTED,
         EXPRESSLY OR OTHERWISE, THAT THE BANKS WOULD NOT, IN THE EVENT OF
         LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER
         CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANKS TO ACCEPT THIS LOAN
         AGREEMENT AND EXTEND THE LOAN FACILITY.

                  10.14 The Banks may at any time pledge or assign all or any
         portion of their rights under the loan documents, including any portion
         of their respective Note, to any of the twelve (12) Federal Reserve
         Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
         341. No such pledge or assignment or enforcement thereof shall release
         the Banks from their obligations under any of the loan documents.

                  10.15 Each of the Banks shall have the unrestricted right at
         any time or from time to time, and without the Borrower's or any
         Guarantor's consent, to assign all or any portion of its




                                      -4-


<PAGE>



         rights and obligations hereunder to one or more banks or other
         financial institutions (each, an "Assignee"), and the Borrower and the
         Guarantors agree that they shall execute, or cause to be executed,
         such documents, including without limitation, amendments to this Loan
         Agreement and to any other documents, instruments and agreements
         executed in connection herewith as the Banks shall deem necessary to
         effect the foregoing. In addition, at the request of the Banks and any
         such Assignee, the Borrower shall issue one or more new promissory
         notes, as applicable, to any such Assignee and, if the applicable Bank
         has retained any of its rights and obligations hereunder following
         such assignment, to such Bank, which new promissory notes shall be
         issued in replacement of, but not in discharge of, the liability
         evidenced by the promissory note held by such Bank prior to such
         assignment and shall reflect the amount of the respective commitments
         and loans held by such Assignee and such Bank after giving effect to
         such assignment. Upon the execution and delivery of appropriate
         assignment documentation, amendments and any other documentation
         required by the Banks in connection with such assignment, and the
         payment by Assignee of the purchase price agreed to by such Bank, and
         such Assignee, such Assignee shall be a party to this Loan Agreement
         and shall have all of the rights and obligations of the Banks
         hereunder (and under any and all other guaranties, documents,
         instruments and agreements executed in connection herewith) to the
         extent that such rights and obligations have been assigned by a Bank
         pursuant to the assignment documentation between such Bank and such
         Assignee, and such Bank shall be released from its obligations
         hereunder and thereunder to a corresponding extent. The Banks may
         furnish any information concerning the Borrower in their possession
         from time to time to prospective Assignees, provided that such Bank
         shall require any such prospective Assignees to agree in writing to
         maintain the confidentiality of such information.

                  10.16 Each of the Banks shall have the unrestricted right at
         any time and from time to time, and without the consent of or notice to
         the Borrower or the Guarantors, to grant to one or more banks or other
         financial institutions (each, a "Participant") participating interests
         in such Bank's obligation to lend hereunder and/or any or all of the
         loans held by such Bank hereunder. In the event of any such grant by a
         Bank of a participating interest to a Participant, whether or not upon
         notice to the Borrower, such Bank shall remain responsible for the
         performance of its obligations hereunder and the Borrower shall
         continue to deal solely and directly with the Banks in connection with
         such Bank's rights and obligations hereunder. The Banks may furnish any
         information concerning the Borrower in their possession from time to
         time to prospective Participants, provided that the Banks shall require
         any such prospective Participant to agree in writing to maintain the
         confidentiality of such information.

                  10.17 This Loan Agreement and the rights and obligations of
         the parties hereunder shall be construed and interpreted in accordance
         with the laws of the State of New York (the "Governing State")
         (excluding the laws applicable to conflicts or choice of law).

                  10.18 THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
         THIS LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT
         IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
         THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND
         SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY
         MAIL AT THE ADDRESS SET FORTH IN THIS LOAN AGREEMENT. THE BORROWER
         HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
         VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT
         IN AN INCONVENIENT FORUM.


                                      -5-


<PAGE>



                  10.19 This Loan Agreement is intended by the parties as the
         final, complete and exclusive statement of the transactions evidenced
         by this Loan Agreement. All prior or contemporaneous promises,
         agreements and understandings, whether oral or written, are deemed to
         be superseded by this Loan Agreement, and no party is relying on any
         promise, agreement or understanding not set forth in this Loan
         Agreement. This Loan Agreement may not be amended or modified except by
         a written instrument describing such amendment or modification executed
         by the Borrower and the Banks.

                  10.20 No portion of the proceeds of the loan shall be used, in
         whole or in part, for the purpose of purchasing or carrying any "margin
         stock" as such term is defined in Regulation U of the Board of
         Governors of the Federal Reserve System.

                  10.21 Upon receipt of an affidavit of an officer of a Bank as
         to the loss, theft, destruction or mutilation of a Note or any other
         security document which is not of public record, and, in the case of
         any such loss, theft, destruction or mutilation, upon cancellation of
         such Note or other security document in the same principal amount
         thereof and otherwise of like tenor.

         7. All references to the "Loan Agreement" in the Loan Agreement, the
Notes and in all documents executed or delivered in connection with the Loan
Agreement shall from and after the effective date hereof refer to the Loan
Agreement, as amended hereby.

         8. Except as amended hereby, the Loan Agreement shall remain in full
force and effect and is in all respects hereby ratified and affirmed.

         9. The Borrower y covenants and agrees to pay all out-of-pocket
expenses, costs and charges incurred by the Banks (including reasonable fees and
disbursements of counsel) in connection with the preparation and execution of
this Fifth Amendment and Agreement to Loan Agreement.

         IN WITNESS WHEREOF, the undersigned parties have caused this Fifth
Amendment and Agreement to Loan Agreement to be executed by their duly
authorized officers as of the date first above written.

WITNESS:                                   LAZARE KAPLAN INTERNATIONAL INC.


___________________________                By:___________________________
                                              Title:






                                      -6-


<PAGE>




Commitment (including the indebtedness              FLEET BANK, N.A.
under the Lazare Kaplan Japan
Foreign Currency/Interest Rate Risk and
the Lazare Kaplan Japan Loan Indebtedness)
$24,000,000                                         By:________________________
                                                       Title:

                                                    By:________________________
                                                       Title:

Commitment:                                         BANK LEUMI USA
$16,000,000

                                                    By:________________________
                                                       Title:

                                                    By:________________________
                                                       Title:

Acknowledged and Agreed to:
LAZARE KAPLAN EUROPE INC.


By:____________________________
   Title:

LAZARE KAPLAN BELGIUM, N.V.


By:____________________________
   Title:

LAZARE KAPLAN GHANA LTD.


By:____________________________
   Title:

SUPREME GEMS N.V.





                                      -7-


<PAGE>


By:____________________________
   Title:

LAZARE KAPLAN AFRICA, INC.


By:____________________________
   Title:

LAZARE KAPLAN JAPAN, INC.


By:____________________________
   Title:



                                      -8-