LAZARE KAPLAN INTERNATIONAL INC. 
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

This
Eighth Amendment to Revolving Credit Agreement (herein, the Amendment)
is entered into as of April __, 2007, between Lazare Kaplan International Inc.,
a Delaware. corporation (the Borrower), and ABN AMRO Bank N.V., as
Administrative Agent (theAgent), ABN AMRO Bank N.V., as a lender
(ABN
AMRO) and Bank Leumi USA, as a lender (Leumi and together with
ABN AMRO, the Banks).

PRELIMINARY STATEMENTS

A.
The Borrower, the Agent and the Banks entered into a certain Revolving Credit
Agreement, dated as of August 14, 2002, as amended by the First Amendment to
Revolving Credit Agreement between the Borrower and the Banks dated as of May
28, 2003, a Second Amendment to Revolving Credit Agreement dated as of November
24, 2003, a Third Amendment to Revolving Credit Agreement dated as of September
13, 2004, a Fourth Amendment to Revolving Credit Agreement dated as of November
24, 2004, a Fifth Amendment to Revolving Credit Agreement dated as of May 6,
2005, a Sixth Amendment to Revolving Credit Agreement dated as of July 15, 2005
and Seventh Amendment to Revolving Credit Agreement dated as of December 1,
2005 (the Revolving Credit Agreement, as the same has been amended prior to the
date hereof, being referred to herein as the Credit Agreement). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.

B.
The Borrower has requested that the Banks extend the existing Termination Date
of December 1, 2007 in accordance with Section 24 of the Credit Agreement, and
make certain other amendments thereto and the Banks are willing to do so under
the terms and conditions set forth in this Amendment.

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

SECTION 1.
AMENDMENTS.

Subject
to the satisfaction of the conditions precedent set forth in Section 2 below,
the Credit Agreement shall be and hereby is amended as follows:

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| | --------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1.
 The definition of Commitment in Section 1 of the Credit Agreement shall be
 amended and restated in its entirety to read as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Commitment:
 The several obligations of (a) ABN AMRO to make Loans to the Borrower up to
 an aggregate outstanding principal amount not to exceed $27,200,000, and (b)
 Leumi to make Loans to the Borrower up to an aggregate outstanding principal
 amount not to exceed $10,000,000, as such amounts may be reduced from time to
 time or terminated according to the terms of this Agreement.

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| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.2.
 The definition of Termination Date in Section 1 of the Credit Agreement
 shall be amended and restated in its entirety to read as follows:

| |                                                                                                              | 
| | ------------------------------------------------------------------------------------------------------------ | 
| | Termination
 Date: December 1, 2008, or such later date as may be extended pursuant to
 Section 24 hereof.

| |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.3.
 Section 8.3(a) shall be amended in its entirety to read as follows:
| |                                                                          
| |                                                                           | (a) as of
 the end of each of its fiscal quarters, Working Capital of not less than one
 hundred million dollars ($100,000,000);                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 1.4.
 Section 9.1(f) shall be amended in its entirety to read as follows:
| |                                                                          
| |                                                                           | (i) any of
 the Borrower or its Subsidiaries shall be in default (after any applicable
 period of grace or cure period) under any agreement or agreements evidencing
 a Capitalized Lease or Indebtedness in excess of $100,000 owing to any Person
 or any affiliate thereof, or shall fail to pay such amounts thereunder when due,
 or within any applicable period of grace or (ii) any lender of the Borrower
 or its Subsidiaries (other than the Banks) shall demand repayment of any
 Indebtedness payable on demand under any uncommitted borrowing facility;

SECTION 2.
CONDITIONS PRECEDENT.

The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:

| |                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1.
 The Borrower, the Agent and the Banks shall have executed and delivered this
 Amendment, and the Borrower shall have executed and delivered replacement
 Promissory Notes to the Banks.                                                                          
| |                                                                                                                                                                                                                                                                        
| | 2.2.
 The Agent shall have received copies (executed or certified, as may be
 appropriate) of all legal documents or proceedings taken in connection with
 the execution and delivery of this Amendment to the extent the Agent or its
 counsel may reasonably request.
| |                                                                                                                                                                                                                                                                        
| | 2.3.
 Legal matters incident to the execution and delivery of this Amendment shall
 be satisfactory to the Agent and its counsel.                                                                                                                                      
| |                                                                                                                                                                                                                                                                        
| | 2.4.
 Lazare Kaplan Europe Inc., Lazare Kaplan Japan Inc. and Lazare Kaplan Africa
 Inc. shall have executed and delivered to the Agent their consent to this
 Amendment in the form set forth below.                                                                  

SECTION 3.
REPRESENTATIONS.

In
order to induce the Banks to execute and deliver this Amendment, the Borrower
hereby represents to the Banks that as of the date hereof the representations
and warranties set forth in Section 6 of the Credit Agreement are and shall be
and remain true and correct (except

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that the
representations contained in Section 6(d) shall be deemed to refer to the most
recent financial statements of the Borrower delivered to the Banks) and the
Borrower is in compliance with the terms and conditions of the Credit Agreement
and no Default or Event of Default has occurred and is continuing under the
Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4.
MISCELLANEOUS.

4.1.
Except as specifically amended herein, the Credit Agreement shall continue in
full force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in the Credit Agreement, the Notes, or any
other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.

4.2.
The Borrower agrees to pay on demand all costs and expenses of or incurred by
the Agent in connection with the negotiation, preparation, execution and
delivery of this Amendment, including the fees and expenses of counsel for the
Agent.

4.3.
This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of New York.

[SIGNATURE PAGE TO FOLLOW]

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This
Eighth Amendment to Revolving Credit Agreement is entered into as of the date
and year first above written.

| |                                  |       | 
| | -------------------------------- | ----- | 
| | LAZARE KAPLAN INTERNATIONAL INC.
| |                                  |      
| | By                               |      
| |                                  |      
| |                                  | Name  | 
| |                                  |       | 
| |                                  | Title | 
| |                                  |       | 

Accepted and
agreed to:

| |                                               |       | 
| | --------------------------------------------- | ----- | 
| | ABN AMRO BANK N.V., individually and as Agent
| |                                               |       | 
| | By                                            |       | 
| |                                               |      
| |                                               | Name  | 
| |                                               |       | 
| |                                               | Title | 
| |                                               |       | 
| |                                               |       | 
| | By                                            |       | 
| |                                               |      
| |                                               | Name  | 
| |                                               |       | 
| |                                               | Title | 
| |                                               |       | 

| |                |       | 
| | -------------- | ----- | 
| | BANK LEUMI USA
| |               
| | By             |       | 
| |                |      
| |                | Name  | 
| |                |       | 
| |                | Title | 
| |                |       | 
| |                |       | 
| | By             |       | 
| |                |      
| |                | Name  | 
| |                |       | 
| |                | Title | 
| |                |       | 

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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 Eighth
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 | 

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