Hank, if you have seen the stone and you love it then the price you are paying is not a bad one. I considered many stones with similar carat, cut, color and clarity parameters that you seem to be looking for, and $10,500 for that kind of stone is not a bad price.
But what I would say is pay more attention to the diameter size when you are trying to determine whether a particular stone is a good price. What are the dimensions of stone #2? The problem with deeper stones is that you often lose out on diameter, and that''s the size that you or she is really going to see.
If the 1.38 that you are looking at is in the 7.1X range, then I would reconsider my options. For $10,000+ dollars you should be able to get an triple ideal/excellent, G, VS stone with a ~7.2X diameter range. I know it''s only a tenth of a mm but for me it''s actually quite noticeable. Also, it''s score on the HCA is cause for some concern. Like others have said, it may look great under the jeweler''s lights but lots of stone can look great in that lighting. The real test will be how it looks in all different lighting conditions, and whether you are really getting an optimally performing stone. Don''t get too caught up in the numbers but make sure that you''re getting a stone that actually looks like a 1.38 carat. I''d be a shame to pay the price for the carat weight but end up with something that *really* looks like a 1.25 carat stone.