LICENSE AGREEMENT

Exhibit 10ak

CONFIDENTIAL

LICENSE AGREEMENT ^*

This License Agreement (the “ Agreement ”) is entered into by Lazare Kaplan International Inc., a Delaware corporation (“ Lazare ” or “ Licensor ”), and Primo Japan Co. Ltd., a company organized under the laws of Japan (“ Primo ” or “ Licensee ”) (each individually referred to as a “ Party ,” and collectively as the “ Parties ”), on December 10, 2007, and shall be effective from the date (the “ Effective Date ”) upon which Lazare receives full and final payment of the Royalty (as defined below).

WITNESSES THAT WHEREAS:

A.        Primo is a manufacturer and distributor of jewelry in Japan;

B.        Lazare is a cutter, manufacturer and seller of branded diamonds, branded diamond jewelry, and other products bearing a “Lazare Diamond” logo (the “ Products ”), and of other products;

C.        Lazare wishes to enhance the exclusivity and visibility of the Lazare Diamond brand in Japan, and Primo believes it can help Lazare achieve this goal;

Lazare therefore wishes to grant to Primo a license to use the Lazare Marks to promote the Lazare Diamond brand in Japan, and Primo wishes to accept such grant and to become a licensee of the same, subject to the terms and conditions set forth below.

ARTICLE 1
EXCLUSIVE LICENSE

1.1 License . Subject to the terms and conditions of this Agreement, Lazare grants to Primo an exclusive, non-transferable, revocable license, without right of sublicense, to use the Lazare Marks in the territory of Japan (the “ Territory ”) solely in connection with the sale, distribution, promotion, and advertisement of the Products.

[*]

1.2 Restrictions .

1.2.1 Restrictions on Licensor. Lazare shall not license the Lazare Marks to any third party in the Territory during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be construed to limit the right of Lazare to license or sublicense the Lazare Marks to any of its subsidiaries or branch offices operating in the Territory or to any person for use outside the Territory.

1.2.2 Restrictions on Licensee. All representations of the Lazare Marks that Primo intends to use shall be submitted to Lazare for approval of the

^* Certain portions of this Agreement have been omitted pursuant to a request for confidential treatment.

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Presentation prior to use, or shall be exact copies of those provided by Lazare and used in a manner either identical to or substantially similar to a manner previously approved by Lazare. Primo shall strictly comply with all guidelines, if any, communicated by Lazare concerning the use of the Lazare Marks. Primo shall not alter or remove any trademarks, service marks, trade names or other marks affixed to the Products by Lazare, nor affix the Lazare Marks to any items except those approved by Lazare in writing. Except as set forth in this Article 1 , nothing contained in this Agreement shall grant or shall be deemed to grant to Primo any right, title or interest in or to the Lazare Marks. All uses of the Lazare Marks shall inure solely to the benefit of Lazare, and Primo shall obtain no rights with respect to any of the Lazare Marks, other than as set forth herein, and Primo hereby irrevocably assigns to Lazare all right, title and interest held by Primo, if any, in or to any of the Lazare Marks, other than those granted to Primo herein, to Lazare. At no time during or after the term of this Agreement shall Primo challenge or assist others in challenging the intellectual property of Lazare (except to the extent expressly entitled by applicable law) or the registration thereof, or attempt to register any trademarks, service marks, or marks or trade names confusingly similar to the Lazare Marks.

1.3 Infringement . Primo shall promptly notify Lazare of any actual or suspected infringements, imitations, or unauthorized use of the Lazare Marks by a third party of which Primo becomes aware. Lazare shall have the sole right, at its expense, to bring any action on account of any such infringement, imitation or unauthorized use, and Primo shall cooperate with Lazare, as Lazare may reasonably request, in connection with any such action brought by Lazare. [*]

ARTICLE 2
CONSIDERATION

Payment of Royalty . Primo shall pay to Lazare a one-time, non-refundable flat fee of $5,000,000.00 (five million United States Dollars) for the right to use the Lazare Marks in accordance with this Agreement (the “ Royalty ”). [ * ]

ARTICLE 3
CONDITIONS PRECEDENT

The receipt of the Royalty by Lazare and the continuation of the effective term of the Sales Agreement are conditions precedent to the grant of license pursuant to Article 1 .

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1 Lazare represents and warrants to Primo that to the best of its knowledge, it is the rightful owner of the Lazare Marks and has the right to grant the license granted by this Agreement.

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           4.2 Primo represents and warrants to Lazare that Primo’s use of the Lazare Marks will at all times be in compliance with this Agreeme