EXHIBIT 4.4b  FIRST AMENDMENT TO
INTERCREDITOR AGREEMENT  This First Amendment to
Intercreditor Agreement (the First Amendment) is made as of September 24,
2010, by and among BANK OF AMERICA,
N.A. (Bank of America), in its capacity as administrative agent and
collateral agent (together with its respective successors and assigns in such
capacities, the ABL Agent) for
the ABL Secured Parties and Z INVESTMENT HOLDINGS, LLC
in its capacity as administrative agent (together with its successors and
assigns in such capacities, the Term
Agent) for the Term Secured Parties,
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.  WITNESSETH  WHEREAS,
the ABL Borrowers, the ABL Guarantors, and the ABL Agent, among others, have
entered into an Amended and Restated Credit Agreement dated as of May 10,
2010 (the Credit Agreement); and  WHEREAS,
the Term Borrower has entered into a Credit Agreement (the Term Loan Agreement)
dated as of May 10, 2010 the lenders party thereto, and the Term Agent;
and  WHEREAS,
the ABL Agent and the Term Agent have entered into a certain Intercreditor
Agreement dated as of May 10, 2010 (the Intercreditor Agreement); and  WHEREAS,
the Term Borrower, the Term Agent and the Term Secured Parties have agreed to
enter into an amendment to the Term Credit Agreement, which amendment would,
unless consented to by the ABL Agent, violate the terms of the Intercreditor
Agreement; and  WHEREAS,
the ABL Agent and the Term Agent have agreed to amend certain provisions of the
Intercreditor Agreement as set forth herein.  NOW
THEREFORE, it is hereby agreed as follows:  1.Definitions.   All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the Intercreditor
Agreement.  2.Amendment to Section 5.  The provisions of Section 5.2(b) of
the Intercreditor Agreement are hereby amended as follows:  a.Clause (b) (iii) is
hereby deleted in its entirety;  b.Clause (b)(vi) is
hereby amended by adding the following at the end thereof:  , other than principal payments required to be made under the First
Amendment to the Term Credit Agreement dated September 24, 2010 in an
amount not to exceed $12,500,000;  1


3.Consent to Amendment of Term
Credit Agreement.  The ABL
Agent and the ABL Secured Parties hereby consent to the amendment of the Term
Credit Agreement in accordance with the provisions of Exhibit B hereto and
waive any breach of the provisions of Section 5.2(b) or any other
provision of the Intercreditor Agreement as a result thereof.  4.Conditions to Effectiveness.  This First Amendment shall not be effective
until each of the following conditions precedent have been fulfilled:  a.This First Amendment shall
have been duly executed and delivered by the Borrowers, the ABL Guarantors, the
Term Guarantors, the ABL Agent and the Term Agent.  b.The amendment to the Term
Credit Agreement in accordance with the provisions of Exhibit B hereto
shall have been executed by the parties thereto and shall have become
effective.  5.Miscellaneous.  a.Except as provided herein,
all terms and conditions of the Intercreditor Agreement remain in full force
and effect.  b.This First Amendment may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered, each shall be an original, and
all of which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page hereto by telecopy or by electronic email in .pdf format
shall be effective as delivery of a manually executed counterpart hereof.  c.This First Amendment
expresses the entire understanding of the parties with respect to the matters
set forth herein and supersedes all prior discussions or negotiations
hereon.  Any determination that any
provision of this First Amendment or any application hereof is invalid, illegal
or unenforceable in any respect and in any instance shall not affect the
validity, legality, or enforceability of such provision in any other instance,
or the validity, legality or enforceability of any other provisions of this
First Amendment.  d.This First Amendment shall
be governed by, and construed in accordance with, the law of the State of New
York (without regard to its principles relating to choice and conflicts of
law), but including section 5-1401 and 5-1402 of the New York General
Obligations Law and any applicable laws of the United States of America.  [signature pages follow]  2


IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be executed and their seals to be hereto affixed as the
date first above written.  BANK OF AMERICA, N.A., in its capacity as ABL
  AgentBy:
  /s/ ANDREW CERUSSIName:
  Andrew
  CerussiTitle:
  Senior
  Vice PresidentZ
  INVESTMENT HOLDINGS, LLC, in its capacity as the Term AgentBy:
  /s/ PETER MORROWName:
  Peter MorrowTitle:
  Manager  Signature Page to First Amendment to
Intercreditor Agreement


ACKNOWLEDGMENT  Each ABL Obligor and Term
Obligor hereby acknowledges that it has received a copy of this First Amendment
and consents thereto, agrees to recognize all rights granted thereby to the ABL
Agent and the Term Agent, and will not do any act or perform any obligation
which is not in accordance with the agreements set forth in this First
Amendment. Each ABL Obligor and Term Obligor further acknowledges and agrees
that it is not an intended beneficiary or third party beneficiary under this First
Amendment and (i) as between the ABL Secured Parties and the ABL Obligors,
the ABL Documents remain in full force and effect as written and are in no way
modified hereby, and (ii) as between the Term Secured Parties, the Term
Obligors, the Term Documents remain in full force and effect as written and are
in no way modified hereby.  ZALE
  DELAWARE, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  CORPORATIONBy:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZGCO,
  LLCBy:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFO  Signature
Page to First Amendment to Intercreditor Agreement


TXDC,
  L.P.By:
  ZALE
  DELAWARE, INC.Its
  General PartnerBy:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  PUERTO RICO, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  CANADA CO.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  CANADA DIAMOND SOURCING INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZAP, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOSignature Page to
  First Amendment to Intercreditor Agreement


ZALE
  CANADA HOLDING, LP.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZCSC,
  LLCBy:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  INTERNATIONAL, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  EMPLOYEES CHILD CARE ASSOCIATION, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  CANADA FINCO 2, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOFINCO
  HOLDING LP.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOFINCO
  PARTNERSHIP LP.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOSignature Page to
  First Amendment to Intercreditor Agreement


ZALE
  CANADA FINCO, LLCBy:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOZALE
  CANADA FINCO 1, INC.By:
  /s/
  MATTHEW W. APPELName:
  Matthew
  W. AppelTitle:
  EVP
  and CFOSignature Page to First Amendment to Intercreditor Agreement