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                                                                   EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT, dated as of August 1, 1997, is by and between Zale
Corporation, a Delaware corporation ("Company"), and Robert J. DiNicola
("Executive").

     WHEREAS, Executive and Company desire to enter into a new employment
agreement which supercedes in its entirety the Agreement dated as of August 1,
1996;

     NOW, THEREFORE, in consideration of the foregoing recital and of the mutual
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

     1. Employment. Executive agrees to enter into the continued employment of
the Company, and the Company agrees to employ Executive, on the terms and
conditions set forth in this Agreement. Executive agrees during the Term (as
hereinafter defined) to devote substantially all of his business time, efforts,
skills and abilities to the performance of his duties as stated in this
Agreement and to the furtherance of the Company's business.

        Executive's job title will be Chairman of the Board and Chief Executive
Officer and his duties will be those as are designated by the Board of Directors
of the Company ("Board"), consistent with the position of Chairman of the Board
and Chief Executive Officer. Executive further agrees to serve, without
additional compensation, as an officer or director, or both, of any subsidiary,
division or affiliate of the Company or any other entity in which the Company
holds an equity interest, provided, however, that (a) the Company shall
indemnify Executive from liabilities in connection with serving in any such
position to the same extent as his indemnification rights pursuant to the
Company's Certificate of Incorporation, By-laws and applicable Delaware law, and
(b) such other position shall not materially detract from the responsibilities
of Executive pursuant to this Section 1 or his ability to perform such
responsibilities.

     2. Compensation.

        (a) Base Salary. During the Term of Executive's employment with the
Company pursuant to this Agreement, the Company shall pay to Executive as
compensation for his services an annual base salary of not less than $850,000
payable semi-monthly ("Base Salary"). Executive's Base Salary will be payable in
arrears in accordance with the Company's normal payroll procedures and will be
reviewed annually and subject to upward adjustment at the discretion of the
Board or an authorized Committee or representative thereof.

        (b) Incentive Bonus. Executive's incentive compensation program for the
term of this Agreement shall be determined under the Company's Executive Bonus
Program, established by the Board in its discretion. Executive is eligible to
receive up to 110% of his Base Salary in accordance with the terms and
conditions of the Executive Bonus Program.

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        (c) Vacation. Executive shall be entitled to a reasonable vacation of
not less than 5 weeks each year of the term of this Agreement.

        (d) Executive Perquisites. Executive shall be entitled to receive such
executive perquisites and fringe benefits as are provided to the senior most
executives and their families under any of the Company's plans and/or programs
in effect from time to time and such other benefits as are customarily available
to executives of the Company and their families.

        (e) Club Membership. The Company shall pay all fees for membership by
Executive in a club of his choice, together with the dues therefor for use by
Executive for conferences, meetings and entertainment within the scope of his
employment.

        (f) Tax Withholding. The Company has the right to deduct from any
compensation payable to Executive under this Agreement social security (FICA)
taxes and all federal, state, municipal or other such taxes or charges as may
now be in effect or that may hereafter be enacted or required.

        (g) Life Insurance. In addition to the Company's group life insurance
coverage, the Company shall provide Executive with additional life insurance
coverage in the amount of $2,000,000.

        (h) Medical Insurance. In addition to the Company's group medical
insurance coverage and/or Executive Medical Insurance Plan ("Medical Plans"),
the Company shall reimburse Executive for all additional medical expenses
incurred by Executive which are defined as reimbursable under the Company's
Medical Plans.

        (i) Expense Reimbursements. The Company shall pay or reimburse Executive
for all reasonable business expenses incurred or paid by Executive in the course
of performing his duties hereunder, including but not limited to reasonable
travel expenses for Executive and his spouse. As a condition to such payment or
reimbursement, however, Executive shall maintain and provide to the Company
reasonable documentation and receipts for such expenses.

     3. Term. Unless sooner terminated pursuant to Section 4 of this Agreement,
and subject to the provisions of Section 5 hereof, the term of this Agreement
shall commence as of the date hereof and shall continue for an initial period of
five (5) years (the "Initial Term"). At the end of the Initial Term and each
subsequent "Renewal Term" (as hereinafter defined), the term of this Agreement
shall be automatically renewed and extended for a period of five (5) years
("Renewal Term"), unless either party hereto delivers a written termination
notice to the other party at least ninety (90) days prior to the end of the
Initial Term or the then current Renewal Term (as the case may be).



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     4. Termination. Notwithstanding the provisions of Section 3 hereof, but
subject to the provisions of Section 5 hereof, this Agreement (and Executive's
employment hereunder) shall terminate as follows:

        (a) Death. This Agreement shall terminate upon the death of Executive;
provided, however, that the Company shall continue to pay (in accordance with
its normal payroll procedures) the Base Salary to Executive's estate for a
period of twelve (12) months after the date of Executive's death.

        (b) Termination for Cause. The Company may terminate this Agreement at
any time for "Cause" (as hereinafter defined) by delivering a written
termination notice to Executive. For purposes of this Agreement, "Cause" shall
mean any of: (i) Executive's conviction of a felony or a crime involving moral
turpitude; (ii) Executive commits an act constituting fraud, deceit or material
misrepresentation with respect to the company; (iii) Executive embezzles funds
or assets from the Company; (iv) Executive becomes addicted to any alcoholic,
controlled or illegal substance or drug; or (v) Executive commits any act or
omission which would give the Company the right to terminate Executive's
employment under applicable law; or (vi) Executive fails to correct or cure any
material breach of or default under this Agreement within ten (10) days after
receiving written notice of such breach or default from the Company.

        (c) Termination Without Cause. The Company may terminate this Agreement
at any time by delivering a written termination notice to Executive.

        (d) Termination by Executive. Executive may terminate this Agreement at
any time by delivering a written termination notice to the Company; provided,
however, that Executive shall receive the benefits specified in Section 5 hereof
if such termination is made for any of the following reasons:

        (i) a reduction by the Company in the Executive's base salary or the
     Company's failure to increase (within 12 months of Executive's last
     increase in base salary) the Executive's base salary, unless such failure
     is the result of (A) a hiring or salary freeze uniformly applied to all
     employees or (B) Executive's failure to meet preestablished and objective
     performance criteria;

        (ii) Company's principal executive offices shall be moved to a location
     outside Dallas County, Texas or Executive is required to be based anywhere
     other than the Company's principal executive offices;

        (iii) the assignment to the Executive by the Company of duties
     inconsistent with, or the reduction of the powers and functions associated
     with, Executive's position, duties, responsibilities and status with the
     Company or an adverse change in Executive's titles or offices, unless such
     action is the result of Executive's failure to meet preestablished and
     objective performance criteria or termination of employment for

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     Disability or Cause; and

        (iv) any material breach by the Company of any provision of this
     Agreement.

        (e) Termination Following Disability. In the event, Executive becomes
mentally or physically impaired or disabled and is unable to perform his
material duties and responsibilities hereunder for a period of at least ninety
(90) days in the aggregate during any one hundred twenty (120) consecutive day
period, the Company may terminate this Agreement by delivering a written
termination notice to Executive. Notwithstanding the foregoing, Executive shall
continue to receive his full salary and benefits under this Agreement for a
period of twelve (12) months after the effective date of such termination.

        (f) Payments. Following any expiration or termination of this Agreement,
and in addition to any amounts owed pursuant to Section 5 hereof, the Company
shall pay to Executive all amounts earned by Executive hereunder prior to the
date of such expiration or termination.

     5. Certain Termination Benefits. Notwithstanding anything else contained
herein to the contrary, in the event (i) the Company elects not to renew the
term of this Agreement pursuant to Section 3 hereof, (ii) the Company terminates
this Agreement pursuant to Section 4(c), or (iii) Executive terminates this
Agreement pursuant to Section 4(d) for Good Reason, then Executive shall be
entitled to the following benefits:

        (a) Severance. The Company shall continue to pay (in accordance with its
normal payroll procedures) the Base Salary to Executive (or Executive's estate
if Executive dies) for a sixty (60) month period (the "Severance Period") after
the effective date of such expiration or termination.

        (b) Benefits. During the first twelve (12) months of the Severance
Period, the Executive shall continue to receive all fringe benefits provided
under Sections 2(b) through 2(i) hereof.

        (c) Offset. The payments which would have been due and payable in
accordance with Section 5(a) hereof shall be reduced by an amount equal to any
amounts that Executive receives in connection with any other employment during
the Severance Period. Any fringe benefits received by Executive in connection
with any other employment that are reasonably comparable, but not necessarily as
beneficial, to Executive as the fringe benefits then being provided by the
Company pursuant to Section 5(b) hereof, shall be deemed to be the equivalent
of, and shall terminate the Company's responsibility to continue providing the
fringe benefits then being provided by the Company pursuant to Section 5(b)
hereof. The Company acknowledges that, if Executive's employment with the
Company is terminated, Executive shall have no duty to mitigate damages.

        (d) General Release. Acceptance by Executive of any amounts pursuant to
this

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Section 5 shall constitute a full and complete release by Executive of any and
all claims Executive may have against the Company, its officers, directors and
affiliates, including, but not limited to, claims he might have relating to
Executive's cessation of employment with the Company; provided, however, that
there may properly be excluded from the scope of such general release the
following:

        (i) claims that Executive may have against the Company for reimbursement
     of ordinary and necessary business expenses incurred by him during the
     course of his employment;

        (ii) claims that may be made by the Executive for payment of Base
     Salary, fringe benefits or stock options properly due to him; or

        (iii) claims respecting matters for which the Executive is entitled to
     be indemnified under the Company's Certificate of Incorporation or Bylaws,
     respecting third party claims asserted or third party litigation pending or
     threatened against the Executive.

A condition to Executive's receipt of any amounts pursuant to this Section 5
shall be Executive's execution and delivery of a general release as described
above. In exchange for such release, the Company shall, if Executive's
employment is terminated without Cause, provide a release to Executive, but only
with respect to claims against Executive which are actually known to the Company
as of the time of such termination.

     6. Effect of Change in Control.

        (a) If within two years following a "Change of Control" (as hereinafter
defined ), Executive terminates his employment with the Company for Good Reason
(as hereinafter defined) or the Company terminates Executive's employment for
any reason other than Cause or disability, the Company shall pay to the
Executive: (1) an amount equal to five times the Executive's Base Salary as of
the date of termination; (2) an amount equal to five times the average annual
cash bonus paid to Executive for the two fiscal years immediately preceding the
date of termination; (3) all benefits under the Company's various benefit plans,
including group healthcare, dental and life, for the period equal to sixty (60)
months from the date of termination; and (4) a lump sum payment equal to the
actuarial equivalent (determined by the Company in good faith with assistance of
its accountants or actuaries), of the benefit which would have accrued under the
Zale Delaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i)
Executive remained a participant in the SERP for the three (3) year period
commencing on the first day of the SERP's plan year ("Plan Year") in which the
Executive's employment with the Company terminated ("Measurement Period"), (ii)
during each Plan Year in the Measurement Period the Executive earned benefit
points equal to the highest number of the benefit points earned by such
Executive in a Plan Year during the three (3) year period ending on the last day
of the Plan Year immediately preceding the Plan Year in which his employment
with the Company terminated, and (iii) the Executive's final average pay during
the Measurement Period is the greater of his monthly

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Base Salary on the date of (a) a Potential Change of Control, (b) the Change of
Control or (c) the date of his termination of employment.

        (b) "Change of Control" shall mean the date as of which: (i) there shall
be consummated (1) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Company's common stock would be converted into cash, securities or
other property, other than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (2) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company; or (ii) the stockholders of the Company approve
any plan or proposal for the liquidation or dissolution of the Company; or (iii)
any person ( as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become
the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
of 30% of the Company's outstanding common stock; or (iv) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the entire board of directors of the Company shall cease for any
reason to constitute a majority thereof unless the election, or the nomination
for election by the Company's stockholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

        (c) "Good Reason" shall mean any of the following actions taken by the
Company without the Executive's written consent after a Change of Control:

        (i) the assignment to the Executive by the Company of duties
     inconsistent with, or the reduction of the powers and functions associated
     with, the Executive's position, duties, responsibilities and status with
     the Company immediately prior to a Change of Control or Potential Change of
     Control (as defined below), or an adverse change in Executive's titles or
     offices as in effect immediately prior to a Change of Control or Potential
     Change of Control, or any removal of the Executive from or any failure to
     re-elect Executive to any of such positions, except in connection with the
     termination of his employment for Disability or Cause or as a result of
     Executive's death or by the Executive other than for Good Reason;

        (ii) A reduction by the Company in the Executive's base salary as in
     effect on the date of a Change of Control or Potential Change of Control,
     or as the same may be increased from time to time during the term of his
     Agreement, or the Company's failure to increase (within 12 months of
     Executive's last increase in base salary) the Executive's base salary after
     a Change of Control or Potential Change of Control, unless

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     such failure is the result of (A) a hiring or salary freeze uniformly
     applied to all employees or (B) Executive's failure to meet preestablished
     and objective performance criteria;

            (iii) Company's principal executive offices shall be moved to a
     location outside Dallas County, Texas;

            (iv) Company shall require the Executive to be based anywhere other
     than at the Company's principal executive offices or the location where the
     Executive is based on the date of a Change of Control or Potential Change
     of Control, or if Executive agrees to such relocation, the Company fails to
     reimburse the Executive for moving and all other expenses incurred with
     such move;

            (v) The Company shall fail to continue in effect any Company-
     sponsored plan or benefit that is in effect on the date of a Change of
     Control or Potential Change of Control, and provides (A) incentive or bonus
     compensation, (B) fringe benefits such as vacation, medical benefits, life
     insurance and accident insurance, (C) reimbursement for reasonable expenses
     incurred by the Executive in connection with the performance of duties with
     the Company, and (D) pension benefits such as a Code Section 401(k) plan;

            (vi) Any material breach by the Company of any provision of this
     Agreement; and

            (vii) Any failure by the Company to obtain the assumption of this
     Agreement by any successor or assign of the Company effected in accordance
     with the provisions of Section 6.

        (d) "Potential Change of Control" shall mean the date as of which (1)
the Company enters into an agreement the consummation of which, or the approval
by shareholders of which, would constitute a Change of Control; (ii) proxies for
the election of Directors of the Company are solicited by anyone other than the
Company; (iii) any person (including, but not limited to, any individual,
partnership, joint venture, corporation, association or trust) publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change of Control; or (iv) any other event
occurs which is deemed to be a Potential Change of Control by the Board and the
Board adopts a resolution to the effect that a Potential Change of Control has
occurred.

        (e) In the event that (i) Executive would otherwise be entitled to the
compensation and benefits described in Section 6(a) hereof ("Compensation
Payments"), and (ii) the Company determines, based upon the advice of tax
counsel selected by the Company's independent auditors and acceptable to
Executive, that, as a result of such Compensation Payments and any other
benefits or payments required to be taken into account under Code Section
280G(b)(2) ("Parachute Payments"), any of such Parachute Payments would be

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reportable by the Company as "excess parachute payments", such Compensation
Payments shall be reduced to the extent necessary to cause Executive's Parachute
Payments to equal 2.99 times the "base amount" as defined in Code Section
280G(b)(3) with respect to such Executive. However, such reduction in the
Compensation Payments shall be made only if, in the opinion of such tax counsel,
it would result in a larger Parachute Payment to the Executive than payment of
the unreduced Parachute Payments after deduction of tax imposed on and payable
by the Executive under Section 4999 of the Code ("Excise Tax"). The value of any
non-cash benefits or any deferred payment or benefit for purposes of this
paragraph shall be determined by the Company's independent auditors.

        (f) The parties hereto agree that the payments provided under Section
6(a) above, as the case may be, are reasonable compensation in light of
Executive's services rendered to the Company and that neither party shall
contest the payment of such benefits as constituting an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code.

        (g) Unless the Company determines that any Parachute Payments made
hereunder must be reported as "excess parachute payments" in accordance with
Section 6(e) above, neither party shall file any return taking the position that
the payment of such benefits constitutes an "excess parachute payment" within
the meaning of Section 280G(b)(1) of the Code.

     7. Non-Competition. Executive agrees that during the Term and for a period
of the lesser of the balance of the Term or eighteen (18) months from the date
of the termination of Executive's employment with the Company pursuant to
Sections 3(b)(ii), 5 and 6 herein, he will not, directly or indirectly, compete
with the Company by providing to any company that is in a "Competing Business"
services substantially similar to the services currently being provided by
Executive. Competing Business shall be defined as any business that engages, in
whole or in part, in the wholesale or retail sale of jewelry in the United
States, and Executive's employment function or affiliation is directly or
indirectly in such business of jewelry. Executive shall not be obligated to
abide by the foregoing covenant if the Company defaults in the payment of any
severance compensation or benefits.

     8. Nonsolicitation of Employees. For a period of two years after the
termination or cessation of his employment with the Company for any reason
whatsoever, Executive shall not, on his own behalf or on behalf of any other
person, partnership, association, corporation, or other entity, solicit or in
any manner attempt to influence or induce any employee of the Company or its
subsidiaries or affiliates (known by the Executive to be such) to leave the
employment of the Company or its subsidiaries or affiliates, nor shall he use or
disclose to any person, partnership, association, corporation or other entity
any information obtained while an employee of the Company concerning the names
and addresses of the Company's employees.



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     9. Nondisclosure of Trade Secrets. During the term of this Agreement,
Executive will have access to and become familiar with various trade secrets and
proprietary and confidential information of the Company, its subsidiaries and
affiliates, including, but not limited to, processes, computer programs,
compilations of information, records, sales procedures, customer requirements,
pricing techniques, customer lists, methods of doing business and other
confidential information (collectively, referred to as "Trade Secrets") which
are owned by the Company, its subsidiaries and/or affiliates and regularly used
in the operation of its business, and as to which the Company, its subsidiaries
and/or affiliates take precautions to prevent dissemination to persons other
than certain directors, officers and employees. Executive acknowledges and
agrees that the Trade Secrets (1) are secret and not known in the industry; (2)
give the Company or its subsidiaries or affiliates an advantage over competitors
who do not know or use the Trade Secrets; (3) are of such value and nature as to
make it reasonable and necessary to protect and preserve the confidentiality and
secrecy of the Trade Secrets; and (4) are valuable, special and unique assets of
the Company or its subsidiaries or affiliates, the disclosure of which could
cause substantial injury and loss of profits and goodwill to the Company or its
subsidiaries or affiliates. Executive may not use in any way or disclose any of
the Trade Secrets, directly or indirectly, either during the term of this
Agreement or at any time thereafter, except as required in the course of his
employment under this Agreement, if required in connection with a judicial or
administrative proceeding, or if the information becomes public knowledge other
than as a result of an unauthorized disclosure by the Executive. All files,
records, documents, information, data and similar items relating to the business
of the Company, whether prepared by Executive or otherwise coming into his
possession, will remain the exclusive property of the Company and may not be
removed from the premises of the Company under any circumstances without the
prior written consent of the Board (except in the ordinary course of business
during Executive's period of active employment under this Agreement), and in any
event must be promptly delivered to the Company upon termination of Executive's
employment with the Company. Executive agrees that upon his receipt of any
subpoena, process or other request to produce or divulge, directly or
indirectly, any Trade Secrets to any entity, agency, tribunal or person,
Executive shall timely notify and promptly hand deliver a copy of the subpoena,
process or other request to the Board. For this purpose, Executive irrevocably
nominates and appoints the Company (including any attorney retained by the
Company), as his true and lawful attorney-in-fact, to act in Executive's name,
place and stead to perform any act that Executive might perform to defend and
protect against any disclosure of any Trade Secrets.

     10. Severability. The parties hereto intend all provisions of Sections 7, 8
and 9 hereof to be enforced to the fullest extent permitted by law. Accordingly,
should a court of competent jurisdiction determine that the scope of any
provision of Sections 7, 8 or 9 hereof is too broad to be enforced as written,
the parties intend that the court reform the provision to such narrower scope as
it determines to be reasonable and enforceable. In addition, however, Executive
agrees that the nonsolicitation and nondisclosure agreements set forth above
each constitute separate agreements independently supported by good and adequate
consideration shall be severable from the other provisions of, and shall
survive, this Agreement. The existence of any claim or cause of action of
Executive against the Company, whether predicated on this Agreement or
otherwise,

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shall not constitute a defense to the enforcement by the Company of the
covenants of Executive contained in the nonsolicitation and nondisclosure
agreements. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
constituted a part of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
shall be added as part of this Agreement, a provision as similar in its terms to
such illegal, invalid or enforceable provision as may be possible and be legal,
valid and enforceable.

     11. Arbitration - Exclusive Remedy.

        (a) The parties agree that the exclusive remedy or method of resolving
all disputes or questions arising out of or relating to this Agreement shall be
arbitration. Arbitration shall be held in Dallas, Texas by three arbitrators,
one to be appointed by the Company, a second to be appointed by Executive, and a
third to be appointed by those two arbitrators. The third arbitrator shall act
as chairman. Any arbitration may be initiated by either party by written notice
("Arbitration Notice") to the other party specifying the subject of the
requested arbitration and appointing that party's arbitrator.

        (b) If (i) the non-initiating party fails to appoint an arbitrator by
written notice to the initiating party within ten days after the Arbitration
Notice, or (ii) the two arbitrators appointed by the parties fail to appoint a
third arbitrator within ten days after the date of the appointment of the second
arbitrator, then the American Arbitration Association, upon application of the
initiating party, shall appoint an arbitrator to fill that position.

        (c) The arbitration proceeding shall be conducted in accordance with the
rules of the American Arbitration Association. A determination or award made or
approved by at least two of the arbitrators shall be the valid and binding
action of the arbitrators. The costs of arbitration (exclusive of the expense of
a party in obtaining and presenting evidence and attending the arbitration and
of the fees and expenses of legal counsel to a party, all of which shall be
borne by that party) shall be borne by the Company only if Executive receives
substantially the relief sought by him in the arbitration, whether by
settlement, award or judgment; otherwise, the costs shall be borne equally
between the parties. The arbitration determination or award shall be final and
conclusive on the parties, and judgment upon such award may be entered and
enforced in any court of competent jurisdiction.

     12. Miscellaneous.

        (a) Notices. Any notices, consents, demands, requests, approvals and
other communications to be given under this Agreement by either party to the
other must be in writing and must be either (i) personally delivered, (ii)
mailed by registered or certified mail, postage

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prepaid with return receipt requested, (iii) delivered by overnight express
delivery service or same-day local courier service, or (iv) delivered by telex
or facsimile transmission, to the address set forth below, or to such other
address as may be designated by the parties from time to time in accordance with
this Section 11(a):

        If to the Company:  Zale Corporation
                            901 W. Walnut Hill Lane
                            Irving, Texas 75038
                            Attention:   Alan P. Shor, Executive Vice President
                            Chief Administrative Officer and General Counsel

        If to Executive:    Robert DiNicola
                            3800 Beverly Drive
                            Dallas, Texas 75205

        Notices delivered personally or by overnight express delivery service
or by local courier service are deemed given as of actual receipt. Mailed
notices are deemed given three business days after mailing. Notices delivered by
telex or facsimile transmission are deemed given upon receipt by the sender of
the answer back (in the case of a telex) or transmission confirmation (in the
case of a facsimile transmission).

        (b) Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or written, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect to the subject matter of this
Agreement.

        (c) Modification. No change or modification of this Agreement is valid
or binding upon the parties, nor will any waiver of any term or condition in the
future be so binding, unless the change or modification or waiver is in writing
and signed by the parties to this Agreement.

        (d) Governing Law and Venue. The parties acknowledge and agree that this
Agreement and the obligations and undertakings of the parties under this
Agreement will be performable in Irving, Dallas County, Texas. This Agreement is
governed by, and construed in accordance with, the laws of the State of
Delaware. If any action is brought to enforce or interpret this Agreement, venue
for the action will be in Dallas County, Texas.

        (e) Counterparts. This Agreement may be executed in counterparts, each
of which constitutes an original, but all of which constitutes one document.

        (f) Costs. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, each party shall bear its own costs and
expenses.


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        (g) Estate. If Executive dies prior to the expiration of the term of
employment or during a period when monies are owing to him, any monies that may
be due him from the Company under this Agreement as of the date of his death
shall be paid to his estate and as when otherwise payable.

        (h) Assignment. The Company shall have the right to assign this
Agreement to its successors or assigns. The terms "successors" and "assigns"
shall include any person, corporation, partnership or other entity that buys all
or substantially all of the Company's assets or all of its stock, or with which
the Company merges or consolidates. The rights, duties and benefits to Executive
hereunder are personal to him, and no such right or benefit may be assigned by
him.

        (i) Binding Effect. This Agreement is binding upon the parties hereto,
together with their respective executors, administrators, successors, personal
representatives, heirs and permitted assigns.

        (j) Waiver of Breach. The waiver by the Company or Executive of a breach
of any provision of this Agreement by Executive or the Company may not operate
or be construed as a waiver of any subsequent breach.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                       By: /s/ ROBERT J. DINICOLA
                                          ----------------------------------
                                           Robert J. DiNicola

                                       ZALE CORPORATION


                                       By: /s/ ALAN P. SHOR
                                          ----------------------------------

                                       Its: Executive Vice-President and CAO
                                           ---------------------------------

                                       Compensation Committee of the Zale
                                       Corporation Board of Directors


                                       By: /s/ RICHARD C. MARCUS
                                          ----------------------------------

                                       Its: Chairman
                                           ---------------------------------


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