LOAN AGREEMENT, dated as of December 8, 1999, by and between FLEET BANK, N.A., a national
banking association with offices at 111 Westminster Street, Providence, Rhode Island 02903 (the "Lender"), and
LAZARE KAPLAN JAPAN, INC., a corporation organized under the Laws of Delaware with offices at Yusen
Okachimachi Building, Ninth Floor, 40807 Taito, Taito-ku, Tokyo, Japan 110-0016 (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has requested that the Lender extend a loan in the amount referred to below, which
the Lender is willing to do on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter contained, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto hereby agree as follows:
When used herein, the terms set forth below shall be defined as follows:
1.1. "Authorized Representatives" means all person(s) who are authorized by and on behalf of the Company to
request that the Term Loan be converted to a loan of another Type.
1.2. "Business Day" means a day on which commercial banks settle payments in (i) London, if the payment
obligation is calculated by reference to any LIBOR Rate, or (ii) Tokyo, if the payment obligation is calculated by
reference to any Prime Rate; an adjustment will be made if a date would otherwise fall on a day that is not a
Business Day so that the date will be the first following day that is a Business Day.
1.3. "Company" means Lazare Kaplan Japan, Inc., a corporation organized under the Laws of Delaware with a
branch in Japan.
1.4. "Company's Address" means Yusen Okachimachi Building, Ninth Floor, 40807 Taito, Taito-ku, Tokyo,
Japan 110-0016, Fax #01181338397439.
1.5. "Conversion Request" means a notice given by an Authorized Representative to the Lender of the
Company's election to convert or continue the Term Loan in accordance with Paragraph 4.1 hereof.