Amendment To Rights Agreement

Amendment to Rights Agreement






                                                                   Exhibit 10(z)

                          AMENDMENT TO RIGHTS AGREEMENT

         Amendment to the RIGHTS AGREEMENT, dated as of July 31, 1997 (the
"Rights Agreement"), by and between Lazare Kaplan International Inc., a Delaware
corporation (the "Company") and Mellon Investor Services LLC, a New Jersey
limited liability company (formerly ChaseMellon Shareholder Services, L.L.C.) as
Rights Agent (the "Rights Agent").

                                    Recitals

         WHEREAS, the parties hereto have previously entered into the Rights
Agreement; and

         WHEREAS, no Person has heretofore become an Acquiring Person (as such
term and other capitalized terms used herein, but not otherwise defined herein,
are defined in the Rights Agreement); and

         WHEREAS, the Company wishes to amend the Rights Agreement to make
certain provisions with respect to the Rights which the Company deems necessary
and desirable.

         NOW THEREFORE, the parties hereto hereby agree as follows:

         1. Amendment. The Rights Agreement shall be hereby amended as follows:

                  (a) The definition of "Acquiring Person" as set forth in
Section 1(a) of the Rights Agreement is hereby amended by adding the following
sentence as a new last sentence of such definition

                  "Whenever Fifth Avenue Group, LLC is the "Person" referred to
                  in this definition of "Acquiring Person", each reference in
                  this definition to "15%" shall be deemed to be a reference to
                  "24.9%".

                  (b) The first sentence of Section 2 of the Rights Agreement is
hereby amended to delete the following words:

                  "and the holders of the Rights (who, in accordance with
                  Section 3 hereof, shall prior to the Distribution Date also be
                  the holders of the Common Shares)".


                  (c) Section 20(c) of the Rights Agreement is hereby amended by
adding the following sentence to the end of such section:

                  "Anything to the contrary notwithstanding, in no event shall
                  the Rights Agent be liable for special, punitive, indirect,
                  consequential



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                  or incidental loss or damage of any kind whatsoever
                  (including but not limited to lost profits), even if the
                  Rights Agent has been advised of the likelihood of such loss
                  or damage."

                  (d) Section 31 of the Rights Agreement is hereby deleted and
replaced in its entirety with the following:

                  "This Agreement and each Right Certificate issued hereunder
                  shall be governed by and construed and enforced in accordance
                  with the laws of the State of New York for contracts executed
                  and to be fully performed in such state and without regard to
                  conflicts of laws."


         2. Ratification. Except as specifically provided herein, nothing herein
contained shall otherwise modify, reduce, amend or otherwise supplement the
terms and provisions of the Rights Agreement, which shall remain in full force
and effect in accordance with its terms.


         3. Entire Agreement. This Amendment constitutes the entire agreement
between the parties hereto, with respect to the subject matter herein and
supersedes all prior agreements, commitments, and understandings, whether oral
or written and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


         4. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York for contracts
executed and to be fully performed in such state and without regard to conflicts
of laws.


         5. Counterparts. This Amendment may be executed in one or more
counterparts each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

         IN WITNESS WHEREOF, this Amendment has been executed by the parties
this 17th day of January 2002.


                            LAZARE KAPLAN INTERNATIONAL, INC.


                            By: /s/ Leon Tempelsman
                                 -------------------
                                  Name: Leon Tempelsman
                                  Title: President




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                          MELLON INVESTOR SERVICES LLC


                           By:_/s/ Yvonne D. Benn
                               ------------------------------------
                              Name: Yvonne D. Benn
                              Title: Client Service Manager






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