Exhibit 4.2
    

    
      

      JOINDER TO SECURITY AGREEMENT
    

    
      This Joinder to Security Agreement (this “Joinder”) is made
      as of this 12th day of February, 2009 by and between ZALE CANADA CO.
      (the “New Grantor”) and BANK OF AMERICA, N.A., as successor
      in interest to Fleet Retail Finance Inc., as collateral agent (in such
      capacity, the “Collateral Agent”) for the Secured Parties
      (as defined in the Security Agreement (as defined below)), in
      consideration of the mutual covenants herein contained and benefits to
      be derived herefrom.
    

    
      W I T N E S S E T H :
    

    
               A.        WHEREAS, Zale Delaware, Inc., Zale Corporation, ZGCO,
      LLC (successor in interest to DDCC, Inc.) and TXDC, L.P. (individually,
      an “Existing Grantor”, and collectively, the “Existing
      Grantors”, and together with the New Grantor, individually, a “Grantor”
      and collectively, the “Grantors”) have entered into that
      certain Credit Agreement dated as of July 23, 2003 by, among others,
      (i) the Grantors, as Borrowers, (ii) the Lenders party thereto from time
      to time, and (iii) Bank of America, N.A., as Agent for the Lenders (as
      amended and in effect, the “Credit Agreement”); and
    

    
               B.        WHEREAS, the Existing Grantors have entered into that
      certain Security Agreement dated as of July 23, 2003 by and among the
      Existing Grantors and the Collateral Agent (the “Security
      Agreement”), pursuant to which the Existing Grantors have granted a
      security interest and lien in and to the Collateral (as defined in the
      Security Agreement) to the Collateral Agent for the benefit of the
      Secured Parties to secure the Secured Obligations (as defined in the
      Security Agreement); and
    

    
               C.        WHEREAS, the New Grantor is currently an Excluded
      Subsidiary under the Credit Agreement; and
    

    
               D.        WHEREAS, the Existing Grantors have notified the
      Agent that they wish to join the New Grantor to the Credit Agreement as
      a Borrower and to the Security Agreement as a Grantor as permitted by
      Section 2.1(c) of the Credit Agreement.
    

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

    
      1.  Definitions: All capitalized terms used herein and
      not otherwise defined shall have the same meaning herein as in the
      Security Agreement or the Credit Agreement, as applicable.
    

    
      2.  Joinder to Security Agreement.
    

    
      
        

        

      

      
        
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         (a)  As security for the payment or performance, as the case may be,
      in full of the Secured Obligations, the New Grantor hereby bargains,
      assigns, mortgages, pledges, hypothecates and transfers to the
      Collateral Agent, its successors and assigns, for the benefit of the
      Secured Parties, and hereby grants to the Collateral Agent, its
      successors and assigns, for the benefit of the Secured Parties, a
      security interest in, all of such New Grantor’s right, title and
      interest in, to and under the Collateral.
    

    
         (b)  New Grantor hereby (a) joins in the execution of, and becomes a
      party to, the Security Agreement, (b) agrees that the New Grantor shall,
      for all purposes,  be deemed to be a “Grantor” under the Security
      Agreement, and (c) agrees that the New Grantor is bound by all
      representations, warranties, covenants, agreements, liabilities and
      obligations of the Grantors under the Security Agreement and all related
      documents, in each case, with the same force and effect as if the New
      Grantor was a signatory to the Security Agreement and such related
      documents and was expressly named therein (except to the extent that
      such representations, warranties, covenants, agreements, liabilities and
      obligations expressly related to an earlier date).
    

    
      3.  Miscellaneous.
    

    
         (a)  This Joinder may be executed in several counterparts and by each
      party on a separate counterpart, each of which when so executed and
      delivered shall be an original, and all of which together shall
      constitute one instrument.
    

    
         (b)  This Joinder expresses the entire understanding of the parties
      with respect to the transactions contemplated hereby.  No prior
      negotiations or discussions shall limit, modify, or otherwise affect the
      provisions hereof.
    

    
         (c)  This Joinder shall constitute a Loan Document for all purposes.
    

    
         (d)  Any determination that any provision of this Joinder or any
      application hereof is invalid, illegal or unenforceable in any respect
      and in any instance shall not effect the validity, legality, or
      enforceability of such provision in any other instance, or the validity,
      legality or enforceability of any other provisions of this Joinder.
    

    
         (e)  The Grantors shall pay all costs and expenses of the Collateral
      Agent, including, without limitation, reasonable attorneys’ fees in
      connection with the preparation, negotiation, execution and delivery of
      this Joinder.
    

    
         (f)  The New Grantor warrants and represents that the New Grantor has
      consulted with independent legal counsel of its selection in connection
      with this Joinder and is not relying on any representations or
      warranties of the Collateral Agent or the Lenders or their counsel in
      entering into this Joinder.
    

    
      
        

        

      

      
        
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         (g)  THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
      INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
      YORK GENERAL OBLIGATIONS LAW.
    

    
      [SIGNATURE PAGES FOLLOW]
    

    
      
        

        

      

      
        
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               IN WITNESS WHEREOF, each of the undersigned has caused this
      Joinder to be duly executed and delivered by its proper and duly
      authorized officer as of the date set forth above.
    

    
      


    

    
    	
           
        	
          
            ZALE CANADA CO., as New Grantor
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        


    

    

    

    
      

      

      

      

      

      

      

      

      

      

      Signature Page to Joinder to Security Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          
            BANK OF AMERICA, N.A., as Collateral Agent
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Andrew Cerussi
          

        
	

        	
          Name:
        	
          
            Andrew Cerussi
          

        
	

        	
          Title:
        	
          
            SVP
          

        


    

    

    

    
      

      

      

      

      

      

      

      

      

      

      Signature Page to Joinder to Security Agreement