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                        LAZARE KAPLAN INTERNATIONAL INC.

                  FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

     This First Amendment to Revolving Credit Agreement (herein, the
"Amendment") is entered into as of May 28, 2003, between Lazare Kaplan
International Inc., a Delaware corporation (the "Borrower"), ABN AMRO
Bank N.Y., as Administrative Agent (the "Agent"), ABN AMRO Bank N.Y.,
as a lender ( "ABN AMRO") and Bank Leuini 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 (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 increase the L/C Sublimit and make
certain other amendments to the Credit Agreement, 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:

1.1. The definition of "L/C Sublimit" in Section 1 of the Credit Agreement shall
     be amended and restated in its entirety to read as follows:

          L/C Sublimit: $1,000,000 (or the equivalent thereof in foreign
          currencies freely converted into U.S. dollars and readily available to
          the Agent), as reduced pursuant to the terms hereof.

1.2. Section 5.2 of the Credit Agreement shall be amended and restated in its
     entirety to read as follows:

          Section 5.2. Letter of Credit Fees. On the date of issuance or
          extension, or increase in the amount, of any Letter of Credit pursuant
          to Section 3.2 hereof, the Borrower shall pay to the Agent, for the
          ratable benefit of the Banks according to their Revolving Percentages,
          an issuance fee equal to 1% of the face amount of (or of the increase
          in the face amount of) such Letter of Credit. In addition, the
          Borrower shall pay to the LIC Issuer for its own account the L/C
          Issuer's standard drawing, negotiation, amendment, transfer and other
          administrative fees for each Letter of




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          Credit. Such standard fees referred to in the preceding sentence may
          be established by the L/C Issuer from time to time.

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.

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 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




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     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.

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

Accepted and agreed to.

LAZARE KAPLAN INTERNATIONAL INC.


By: /s/ William H. Moryto
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Name: William H. Moryto
Title: Vice President & CFO


ABN AMRO BANKN individually and as

Agent


By: /s/ Ned Koppelson
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Name: Ned Koppelson
Title: VP


BANK LEUMI USA


By /s/ Kenneth Lipke
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Name: Kenneth Lipke
Title: Vice President