WHITEHALL JEWELLERS INC
EMPLOYMENT AGREEMENT, DATED NOVEMBER 30, 2004
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c90152exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, DATED NOVEMBER 30, 2004
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT

           This Employment Agreement (this "Agreement") is entered into
effective as of November 30, 2004 between Whitehall Jewellers, Inc., a Delaware
corporation (the "Company"), and Lucinda M. Baier (the "Executive").

           WHEREAS, the Company desires to employ the Executive to serve as
President and Chief Operating Officer of the Company, and the Executive desires
to be employed by the Company, upon the terms and subject to the conditions set
forth herein.

           NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:

           1. EMPLOYMENT. The Company hereby agrees to employ the Executive and
the Executive hereby agrees to be employed by the Company upon the terms and
subject to the conditions contained in this Agreement. The term of employment of
the Executive by the Company pursuant to this Agreement shall commence on
November 30, 2004 (the "Effective Date") and shall end on the first annual
anniversary of the Effective Date (such date or any successive date to which the
term thereof has been extended pursuant to the succeeding sentence, the
"Expiration Date"). Such term shall be automatically extended for successive
one-year periods unless either the Executive or the Company gives notice that
such term shall not be so extended no later than 60 days prior to the then
current Expiration Date or unless earlier terminated pursuant to Section 4
hereof. The term of employment as prescribed in the preceding sentence is
hereinafter called the "Employment Period." From and after the end of the
Employment Period, unless earlier terminated hereunder, the Executive's
employment with the Company shall be at will, not for any specified term and
without any payment guarantees, and either the Executive or the Company may
terminate the employment relationship at any time.

           2. POSITION AND DUTIES; RESPONSIBILITIES. (a) Position and Duties.
The Company shall employ the Executive during the Employment Period as its
President and Chief Operating Officer with primary responsibility for all store
operations, administration and all financial related matters of the Company,
including supervision of internal controls and procedures, it being understood
that the Company may, with the prior written consent of the Executive, change
the Executive's duties from time to time. During the Employment Period, the
Executive shall perform faithfully and loyally and to the best of the
Executive's abilities the duties assigned to the Executive hereunder and shall
devote the Executive's full business time, attention and effort to the affairs
of the Company and its subsidiaries and shall use the Executive's reasonable
best efforts to promote the interests of the Company and its subsidiaries. The
Executive may engage in charitable, civic or community activities and, with the
prior approval of the Board of Directors of the Company (the "Board"), which may
be granted or denied in its sole discretion, may serve as a director (but not a
lead director) of any other business corporation, provided that such activities
or service do not interfere with the Executive's duties hereunder or violate the
terms of any of the covenants contained in Sections 6, 7 or 8 hereof.

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           (b) Responsibilities. Subject to the powers, authority and
responsibilities vested in the Board, in duly constituted committees of the
Board and in the Chief Executive Officer, the Executive shall have the authority
and responsibility for all store operations, administration and all financial
related matters of the Company, including supervision of internal controls and
procedures, it being understood that the Company may, with the prior written
consent of the Executive, change the Executive's duties from time to time. The
Executive shall also perform such other duties on behalf of the Company and its
subsidiaries as may from time to time be authorized or directed by the Board or
the Chief Executive Officer.

           3. COMPENSATION. (a) Base Salary. During the Employment Period, the
Company shall pay to the Executive a base salary at the rate of not less than
$425,000 per annum ("Base Salary"), payable in accordance with the Company's
executive payroll policy. Such Base Salary shall be reviewed annually, and shall
be subject to such annual increases, if any, as determined by the Compensation
Committee of the Board (the "Compensation Committee").

           (b) Annual Bonus. Beginning in the fiscal year ending January 31,
2006, the Executive shall, in the sole discretion of the Compensation Committee,
be eligible to participate in the Company's Management Cash Bonus Plan or other
annual cash bonus plan made available to elected officers of the Company
generally ("Annual Bonus") with the same percentage cash bonus opportunity as
the Chairman and Chief Executive Officer of the Company has under such plan. In
addition, the Executive shall receive a one-time sign-on bonus of $100,000, such
bonus to be paid on or promptly after January 2, 2005, which such bonus shall be
credited against any bonus earned by the Executive for the fiscal year ending
January 31, 2006.

           (c) Equity-Based Compensation. The Executive shall, in the sole
discretion of the Compensation Committee, be eligible during the Employment
Period to be granted stock options, restricted stock and/or other equity-based
compensation awards. The Executive shall be granted an award of 50,000 shares of
restricted common stock of the Company on the Effective Date, such award to be
made pursuant to the terms of the Company's 1997 Long-Term Incentive Plan, as
amended, and the form of Restricted Stock Award for executive officers of the
Company under such plan.

           (d) Other Benefits. During the Employment Period, the Executive shall
be entitled to participate in the Company's employee benefit plans generally
available to executives of the Company (such benefits, together with the
benefits referred to in (c) above, being hereinafter referred to as the
"Employee Benefits"). The Executive shall be entitled to take time off for
vacation or illness in accordance with the Company's policy for executives and
to receive all other fringe benefits as are from time to time made generally
available to executives of the Company (currently including vacation days of not
less than four weeks annually, medical, dental, long term disability and life
insurance, participation in a 401(k) plan, automobile benefits and reimbursement
of expenses).

           (e) Expense Reimbursement. During the Employment Period, the Company
shall reimburse the Executive, in accordance with the Company's policies and
procedures, for all proper expenses incurred by the Executive in the performance
of the Executive's duties hereunder. In addition, the Company shall reimburse
the Executive for certain relocation

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expenses as set forth in the offer letter dated November 30, 2004 from the
Company to the Executive and Exhibit D thereto.

           (f) Right to Change Plans. Nothing in this Agreement shall be
construed to limit, condition or otherwise encumber the rights of the Company to
amend, discontinue, substitute or maintain any benefit plan, program or
perquisite, and no such amendment, discontinuance, substitution or maintenance
or failure to maintain any benefit plan, program or perquisite shall be
construed as a breach of this Agreement.

           4. TERMINATION. (a) Death. Upon the death of the Executive, this
Agreement shall automatically terminate and all rights of the Executive and the
Executive's heirs, executors and administrators to compensation and other
benefits under this Agreement shall cease immediately, except that the
Executive's heirs, executors or administrators, as the case may be, shall be
entitled to:

           (i) accrued Base Salary through and including the Executive's date of
     death;

           (ii) accrued Annual Bonus through and including the Executive's date
     of death (determined on a pro rata basis for the number of days of the
     fiscal year for which the Executive was employed by the Company), such
     Annual Bonus to be paid following the Compensation Committee's
     determination of the Executive's Annual Bonus, if any, for the fiscal year
     in which the Executive's date of death so occurred, which determination may
     be made at the same time that the Compensation Committee determines annual
     bonuses, if any, for executive officers of the Company in general; and

           (iii) other Employee Benefits to which the Executive was entitled on
     the date of death in accordance with the terms of the plans and programs of
     the Company.

           (b) Disability. The Company may, at its option, terminate this
Agreement upon written notice to the Executive if the Executive, because of
physical or mental incapacity or disability, fails to perform the essential
functions of the Executive's position, with or without reasonable accommodation,
required of the Executive hereunder for a continuous period of 120 days or any
180 days within any 12-month period. Upon such termination, all obligations of
the Company hereunder shall cease immediately, except that the Executive shall
be entitled to:

           (i) accrued Base Salary through and including the effective date of
     the Executive's termination of employment;

           (ii) accrued Annual Bonus through and including the effective date of
     the Executive's termination of employment (determined on a pro rata basis
     for the number of days of the fiscal year for which the Executive was
     employed by the Company), such Annual Bonus to be paid following the
     Compensation Committee's determination of the Executive's Annual Bonus, if
     any, for the fiscal year in which the Executive's termination of employment
     so occurred, which determination may be made at the same time that the
     Compensation Committee determines annual bonuses, if any, for executive
     officers of the Company in general; and

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           (iii) other Employee Benefits to which the Executive is entitled upon
     termination of employment in accordance with the terms of the plans and
     programs of the Company.

In the event of any dispute regarding the existence of the Executive's
incapacity or disability hereunder, the matter shall be resolved by the
determination of a physician selected by the Board. The Executive shall submit
to appropriate medical examinations for purposes of such determination.

           (c) Cause. (i) The Company may, at its option, terminate the
Executive's employment under this Agreement for Cause (as hereinafter defined)
upon written notice to the Executive (the "Cause Notice"). Any such termination
for Cause shall be authorized by the Board. The Cause Notice shall state the
action(s) or inaction(s) giving rise to termination for Cause in reasonable
detail. The Executive shall have 5 business days after the Cause Notice is given
to cure the particular action(s) or inaction(s), to the extent a cure is
possible. If the Executive so effects a cure to the satisfaction of the Board,
in its sole discretion, the Cause Notice shall be deemed rescinded and of no
force or effect.

           (ii) As used in this Agreement, the term "Cause" shall mean any one
     or more of the following:

                 (A) any refusal by the Executive to perform the Executive's
           duties under this Agreement or to perform specific directives of the
           Board or, to the extent not inconsistent with the directives of the
           Board, of the Chief Executive Officer of the Company which are
           consistent with the scope and nature of the Executive's duties and
           responsibilities as set forth herein;

                 (B) any intentional act of fraud, embezzlement or theft by the
           Executive in connection with the Executive's duties hereunder or in
           the course of the Executive's employment hereunder or any prior
           employment, or the Executive's admission or conviction of a felony or
           of any crime involving moral turpitude, fraud, embezzlement, theft or
           misrepresentation;

                 (C) any use of alcohol by the Executive that interferes with
           the performance of the Executive's duties or adversely impacts the
           reputation of the Executive or of the Company or any illegal use of a
           controlled substance by the Executive;

                 (D) any gross negligence or willful misconduct of the Executive
           resulting in a loss to the Company or any of its subsidiaries, or
           damage to the reputation of the Company or any of its subsidiaries;

                 (E) with respect to written Company policies, any material
           violation by the Executive that is not cured by the Executive within
           5 business days after notice thereof from the Company to the
           Executive;

                 (F) any breach by the Executive of any one or more of the
           covenants contained in Section 6, 7 or 8 hereof; or

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                 (G) any violation of any statutory or common law duty of
           loyalty to the Company or any of its subsidiaries.

           (iii) The exercise of the right of the Company to terminate this
     Agreement pursuant to this Section 4(c) shall not abrogate the rights or
     remedies of the Company in respect of the breach giving rise to such
     termination.

           (iv) If the Company terminates the Executive's employment for Cause,
     all obligations of the Company hereunder shall cease, except that the
     Executive shall be entitled to the payments and benefits specified in
     Sections 4(b)(i) and 4(b)(iii) hereof.

           (d) Termination Without Cause; Termination for Good Reason. (i) The
Company may, at its option, terminate the Executive's employment under this
Agreement upon written notice to the Executive for a reason other than a reason
set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be
authorized by the Board. If the Company terminates the Executive's employment
for any such reason, all obligations of the Company hereunder shall cease
immediately, except that the Executive shall be entitled to:

           (A) the payments and benefits specified in Sections 4(b)(i) through
     4(b)(iii) hereof, inclusive; and

           (B) the continuation of payment of amounts equal to the Base Salary
     which otherwise would have been payable hereunder had the Executive's
     employment hereunder not been terminated pursuant to this Section 4(d) for
     a period of 12 months from the date of termination.

Notwithstanding Section 4(d)(i)(B), the amounts payable to the Executive under
such Section 4(d)(i)(B) shall be reduced by the amount of salary, bonus or other
compensation which the Executive receives from a subsequent employer during the
period of time that amounts are payable to the Executive under such Section
4(d)(i)(B). The Executive shall use reasonable efforts to seek other comparable
employment for this purpose.

     (ii) The Executive may, at her option, terminate the Executive's employment
under this Agreement upon written notice to the Company for Good Reason. If the
Executive terminates her employment for Good Reason, all obligations of the
Company hereunder shall cease immediately, except that the Executive shall be
entitled to receive the payments and benefits specified in Section 4(d)(i)(A)
above and, provided that the Executive executes a mutual release and
non-disparagement agreement, in form and substance reasonably satisfactory to
the Company and the Executive, the payments set forth in Section 4(d)(i)(B)
above, in each case on the terms and conditions set forth therein. For purposes
hereof, the term "Good Reason" shall mean the occurrence of any of the following
without the Executive's express written consent: (A) a reduction by the Company
in the Executive's base salary as in effect on the date of this Agreement; (B)
beginning for the fiscal year ending January 31, 2006, the Executive's
percentage cash bonus opportunity under the Company's Management Cash Bonus Plan
(or such other annual cash bonus plan, if any, for which the executive officers
of the Company may be eligible from time to time) is not at least equal to the
percentage cash bonus opportunity of the Chairman and Chief Executive Officer of
the Company under such plan; (C) the Company's

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requiring the Executive to be based anywhere outside of the greater Chicago
metropolitan area; (D) a change in the duties of the Executive that is
inconsistent in any material adverse respect with Executive's position as in
effect on the effective date of this Agreement; and (E) a change in the
Executive's reporting responsibilities such that the Executive reports to a
person other than the Chairman and/or Chief Executive Officer of the Company
and/or the Board of Directors of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have terminated her employment under this
Agreement for Good Reason unless the Executive gives written notice to the
Company stating in reasonable detail the events which constitute Good Reason and
the Company does not effect a cure of the action or inaction constituting Good
Reason within 5 business days after receipt of such notice by the Company.

           (e) Voluntary Termination. Upon 60 days prior written notice to the
Company (or such shorter period as may be permitted by the Board), the Executive
may voluntarily terminate the Executive's employment with the Company for any
reason. If the Executive voluntarily terminates the Executive's employment
pursuant to this Section 4(e), all obligations of the Company hereunder shall
cease immediately, except that the Executive shall be entitled to the payments
and benefits specified in Sections 4(b)(i) and 4(b)(iii) hereof.

           5. FEDERAL AND STATE WITHHOLDING. The Company shall deduct from the
amounts payable to the Executive pursuant to this Agreement the amount of all
required federal, state and local withholding taxes in accordance with the
Executive's Form W-4 on file with the Company, and all applicable federal
employment taxes.

           6. NONCOMPETITION; NONSOLICITATION. (a) General. The Executive
acknowledges that in the course of the Executive's employment with the Company
the Executive has and will become familiar with trade secrets and other
confidential information concerning the Company and its subsidiaries and that
the Executive's services will be of special, unique and extraordinary value to
the Company and its subsidiaries.

           (b) Noncompetition. The Executive agrees that during the period of
the Executive's employment with the Company, the period, if any, during which
the Executive is receiving payments from the Company pursuant to Section 4(d),
and for a period of one year after the termination of the Executive's employment
pursuant to Section 4(e) (the "Noncompetition Period") the Executive shall not
in any manner, directly or indirectly, through any person, firm or corporation,
alone or as a member of a partnership or as an officer, director, stockholder,
investor or employee of or consultant to any other corporation or enterprise or
otherwise, engage or be engaged, or assist any other person, firm, corporation
or enterprise in engaging or being engaged, operating specialty retail jewelry
stores in North America.

           (c) Nonsolicitation. The Executive further agrees that during the
Noncompetition Period the Executive shall not (i) in any manner, directly or
indirectly, induce or attempt to induce any employee of the Company or any of
its subsidiaries to terminate or abandon his or her employment for any purpose
whatsoever or (ii) in connection with any business to which Section 6(b)
applies, call on, service, solicit or otherwise do business with any customer of
the Company or any of its subsidiaries.

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           (d) Exceptions. Nothing in this Section 6 shall prohibit the
Executive from being (i) a stockholder in a mutual fund or a diversified
investment company or (ii) an owner of not more than two percent of the
outstanding stock of any class of a corporation, any securities of which are
publicly traded, so long as the Executive has no active participation in the
business of such corporation.

           (e) Reformation. If, at any time of enforcement of this Section 6, a
court or an arbitrator holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that
the court or arbitrator shall be allowed to revise the restrictions contained
herein to cover the maximum period, scope and area permitted by law. This
Agreement shall not authorize a court or arbitrator to increase or broaden any
of the restrictions in this Section 6.

           7. CONFIDENTIALITY. The Executive shall not, at any time during the
Employment Period or thereafter, make use of or disclose, directly or
indirectly, any (i) trade secret or other confidential or secret information of
the Company or of any of its subsidiaries or (ii) other technical, business,
proprietary or financial information of the Company or of any of its
subsidiaries not available to the public generally or to the competitors of the
Company or to the competitors of any of its subsidiaries ("Confidential
Information"), except to the extent that such Confidential Information (a)
becomes a matter of public record or is published in a newspaper, magazine or
other periodical or on electronic or other media available to the general
public, other than as a result of any act or omission of the Executive, (b) is
required to be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, provided that the Executive gives
prompt notice of such requirement to the Company to enable the Company to seek
an appropriate protective order, or (c) is required to be used or disclosed by
the Executive to perform properly the Executive's duties under this Agreement.
Promptly following the termination of the Employment Period, the Executive shall
surrender to the Company all records, memoranda, notes, plans, reports, computer
tapes and software and other documents and data which constitute Confidential
Information which the Executive may then possess or have under the Executive's
control (together with all copies thereof).

           8. INVENTIONS. The Executive hereby assigns to the Company the
Executive's entire right, title and interest in and to all discoveries and
improvements, patentable or otherwise, trade secrets and ideas, writings and
copyrightable material, which may be conceived by the Executive or developed or
acquired by the Executive during the Employment Period, which may pertain
directly or indirectly to the business of the Company or any of its
subsidiaries. The Executive agrees to disclose fully all such developments to
the Company upon its request, which disclosure shall be made in writing promptly
following any such request. The Executive shall, upon the Company's request,
execute, acknowledge and deliver to the Company all instruments and do all other
acts which are necessary or desirable to enable the Company or any of its
subsidiaries to file and prosecute applications for, and to acquire, maintain
and enforce, all patents, trademarks and copyrights in all countries. In
accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Executive
is hereby notified by the Company, and understands, that the foregoing
provisions do not apply to an invention for which no equipment, supplies,
facilities or trade secret information of the Company was used and which was
developed entirely on the Executive's own time, unless (i) the invention relates
(A) to the business of the Company

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or (B) to the Company's actual or demonstrably anticipated research and
development, or (ii) the invention results from any work performed by the
Executive for the Company.

           9. ENFORCEMENT. The parties hereto agree that the Company and its
subsidiaries would be damaged irreparably in the event that any provision of
Section 6, 7 or 8 of this Agreement were not performed in accordance with its
terms or were otherwise breached and that money damages would be an inadequate
remedy for any such nonperformance or breach. Accordingly, the Company and its
successors and permitted assigns shall be entitled, in addition to other rights
and remedies existing in their favor, to an injunction or injunctions to prevent
any breach or threatened breach of any of such provisions and to enforce such
provisions specifically (without posting a bond or other security). The
Executive agrees that the Executive will submit to the personal jurisdiction of
the courts of the State of Illinois in any action by the Company to enforce an
arbitration award against the Executive or to obtain interim injunctive or other
relief pending an arbitration decision.

           10. REPRESENTATIONS. The Executive represents and warrants to the
Company that (a) the execution, delivery and performance of this Agreement by
the Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Executive is a party or by which the Executive is bound, including any
agreements which may exist between the Executive and Sears Roebuck & Co.
relating to her active employment which ended April 9, 2004 (any "Sears
Agreements"), (b) the Executive is not a party to or bound by any employment
agreement, noncompetition agreement or confidentiality agreement with any other
person or entity which would prevent her from entering into and fully performing
her duties, responsibilities and obligations under this Agreement or would
otherwise limit the manner in which she may perform such duties,
responsibilities and obligations, including any Sears Agreements, and (c) upon
the execution and delivery of this Agreement by the Company, this Agreement
shall be the valid and binding obligation of the Executive, enforceable in
accordance with its terms.

           11. SURVIVAL. Sections 6, 7, 8 and 9 of this Agreement shall survive
and continue in full force and effect in accordance with their respective terms,
notwithstanding any termination of the Employment Period.

           12. ARBITRATION. Except as otherwise set forth in Section 9 hereof,
any dispute or controversy between the Company and the Executive, whether
arising out of or relating to this Agreement, the breach of this Agreement, or
otherwise, shall be settled by arbitration in Chicago, Illinois administered by
the American Arbitration Association, with any such dispute or controversy
arising under this Agreement being so administered in accordance with its
Commercial Rules then in effect, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction. However, either party may, without inconsistency
with this arbitration provision, apply to any court having jurisdiction over
such dispute or controversy and seek interim provisional, injunctive or other
equitable relief until the arbitration award is rendered or the controversy is
otherwise resolved. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, or to obtain interim
relief, neither a party nor an arbitrator may disclose the existence, content or

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results of any arbitration hereunder without the prior written consent of the
Company and the Executive. The Company and the Executive acknowledge that this
Agreement evidences a transaction involving interstate commerce. Notwithstanding
any choice of law provision included in this Agreement, the United States
Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision.

           13. NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed given when (a)
delivered personally or by overnight courier to the following address of the
other party hereto (or such other address for such party as shall be specified
by notice given pursuant to this Section) or (b) sent by facsimile to the
following facsimile number of the other party hereto (or such other facsimile
number for such party as shall be specified by notice given pursuant to this
Section), with the confirmatory copy delivered by overnight courier to the
address of such party pursuant to this Section 13:

                  If to the Company, to:

                           Whitehall Jewellers, Inc.
                           155 N. Wacker Drive
                           Chicago, IL  60606
                           Attn:  Secretary

                           with a copy to:

                           Mr. Bruce Bernstein
                           Sidley Austin Brown & Wood LLP
                           10 S. Dearborn
                           Chicago, IL 60603

                  If to the Executive, to:

                           Lucinda M. Baier
                           401 Walker Road
                           Great Falls, VA  22066

                           with a copy to:

                           Mr. David Bohan
                           Sachnoff & Weaver Ltd.
                           30 S. Wacker, 29th Floor
                           Chicago, IL 60606

           14. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement

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shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

           15. ENTIRE AGREEMENT. This Agreement, together with those sections of
the offer letter from the Company to the Executive dated November 30, 2004 and
the exhibit thereto (the "Offer Letter") specifically referenced herein,
constitutes the entire agreement and understanding between the parties with
respect to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related in any manner to the subject matter hereof.

           16. SUCCESSORS AND ASSIGNS. This Agreement shall be enforceable by
the Executive and the Executive's heirs, executors, administrators and legal
representatives, and by the Company and its successors and assigns.

           17. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Illinois
without regard to principles of conflict of laws.

           18. AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended or waived only by the written agreement of the Company and the
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.

           19. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed to be an original and both of which together shall
constitute one and the same instrument.

                              * * * * * * * * * *

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

                                             WHITEHALL JEWELLERS, INC.

                                             By: /s/ Hugh M. Patinkin
                                                --------------------------------

                                             Title:    CEO
                                                   -----------------------------

                                             LUCINDA M.  BAIER

                                             /s/ Lucinda M. Baier
                                             -----------------------------------

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