AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated as of September 15, 1999, is by and between Zale Corporation, a Delaware corporation ("Company"), and Alan P. Shor ("Executive"). WHEREAS, Executive and Company entered into that certain...

                       AMENDMENT TO EMPLOYMENT AGREEMENT




         THIS AMENDMENT, dated as of September 15, 1999, is by and between Xxxx
Corporation, a Delaware corporation ("Company"), and Xxxx X. Xxxx ("Executive").

         WHEREAS, Executive and Company entered into that certain Employment
Agreement dated August 1, 1998 which sets forth the terms and conditions for
Executive's continued employment with the Company (the "Agreement"); and

         WHEREAS, the Board of Directors of the Company has determined that it
is in the best interest of the Company to amend certain provisions of the
Agreement in order to retain and motivate Executive; and

         WHEREAS, Executive and Company now desire to amend such provisions of
the Agreement;

         NOW, THEREFORE, in consideration of the foregoing 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 hereby
agree as follows:

         1. Section 1 of the Agreement is hereby amended and restated in its
entirety to read 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
         Executive Vice President and Chief Operating Officer and his duties
         will be those as are designated by the Board of Directors of the
         Company ("Board"), consistent with this position. 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, Bylaws 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."

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


                   By:      /s/ Xxxx X. Xxxx
                            ----------------------------------------
                            Xxxx X. Xxxx



                   XXXX CORPORATION


                    By:      /s/ Xxxxxx X. XxXxxxxx
                             ----------------------------------------
                             Xxxxxx X. XxXxxxxx
                             Chairman of the Board of Directors