EXHIBIT 10(u)
COOPERATION AGREEMENT
BETWEEN
LAZARE KAPLAN INTERNATIONAL INC.
AND
NAMGEM DIAMOND MANUFACTURING COMPANY (PTY) LTD
AND
NAMDEB DIAMOND CORPORATION (PTY) LTD
THIS AGREEMENT (the "Agreement") is made on this ninth day of January, 2004 by and among Lazare
Kaplan International Inc., a company incorporated in Delaware, U.S.A. with its registered address at 19 West
44 Street, New York, New York 10036 (together with such subsidiaries as it may designate, "LKI," provided
that in the event of such designation LKI shall remain liable for the performance of its obligations under this
Agreement), NamGem Diamond Manufacturing Company (Pty) Ltd, a company incorporated in Namibia with its
registered address at 2359, Industry Street West Erf 20, Okahandja ("NamGem"), and Namdeb Diamond
Corporation (Pty) Ltd, a company incorporated in Namibia with its registered address at Namdeb Centre, 10th
Floor, Dr. Franz Indongo Street, Windhoek ("Namdeb"), each hereinafter referred to as a "Party" and
collectively as the "Parties".
WHEREAS, NamGem is Namibia's flagship venture in the international diamond polishing industry and through
its parent company Namdeb is ultimately beneficially owned by Namdeb's shareholders, the Government of the
Republic of Namibia (for whom it is a strategic project) and De Beers Centenary AG; and
WHEREAS, NamGem in August 2003 issued to prospective technical partners the "Framework" attached
hereto as Annexure A, the principles of which are hereby reaffirmed by the Parties, subject to the specific terms
of this Agreement; and
WHEREAS, on the basis of the objective criteria specified in Annexure A and a written LKI Submission of
Qualifications dated October 15, 2003, including the proposal attached hereto as Annexure B, LKI was selected
to fulfill the role of technical partner by a committee comprised of representatives of Namdeb's shareholders: and
WHEREAS, NamGem and LKI wish to formalize a program of cooperation as envisaged in Annexure A and B,
for which th