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                                                                     EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATION

                                       OF

                     SERIES A-1 CONVERTIBLE PREFERRED STOCK

                                       OF

                             MAYOR'S JEWELERS, INC.

                   A DELAWARE CORPORATION (THE "CORPORATION")

                                  ------------

            Pursuant to Section 151(g) of the General Corporation Law

                            of the State of Delaware

                                  ------------

         1. THE UNDERSIGNED, being, respectively, the Senior Vice-President and
the Secretary of Mayor's Jewelers, Inc., a Delaware corporation (the
"Corporation"), DO HEREBY CERTIFY that, pursuant to the provisions of Section
151(g) of the General Corporation Law of the State of Delaware the following
resolutions were duly adopted by the Board of Directors of the Corporation and
pursuant to authority conferred upon the Board of Directors by the provisions of
the Restated Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation"), the Board of Directors of the Corporation, at a meeting duly
held on February 20, 2004, adopted resolutions providing for the issuance of a
series of its preferred stock and fixing the relative powers, preferences,
rights, qualifications, limitations and restrictions of such stock. These
resolutions are as follows:

         2. RESOLVED, that pursuant to authority expressly granted to and vested
in the Board of Directors of the Corporation by the provisions of the
Certificate of Incorporation, the issuance of a series of preferred stock, par
value $.0001 per share, which shall consist of 15,050 shares of preferred stock
which the Corporation now has authority to issue, be, and the same hereby is,
authorized, and the Board hereby fixes the powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of each share of such
series (in addition to the powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate of
Incorporation which may be applicable to the preferred stock of this series) as
follows:

         1.       DESIGNATION. 15,050 shares of Preferred Stock of the
                  Corporation are hereby constituted as a series of Preferred
                  Stock designated as "Series A-1 Convertible Preferred Stock"
                  (the "Preferred Stock"). The Board of Directors of the


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                  Corporation is authorized to increase (but not above the total
                  number of authorized shares of Preferred Stock) or decrease
                  (but not below the number of shares of Preferred Stock then
                  outstanding) the number of shares of authorized Preferred
                  Stock.

         2.       DIVIDENDS OR DISTRIBUTIONS.

                  (a)      On the date on which the Preferred Stock is first
                           issued, the holders of the outstanding shares of
                           Preferred Stock (each a "Holder," together the
                           "Holders") shall be entitled to receive, out of funds
                           legally available therefor, a dividend on the
                           Preferred Stock in the aggregate amount of
                           $2,185,755.00 (the "Initial Dividend"), as, when, and
                           if declared by the Board of Directors. In addition to
                           the Initial Dividend, beginning on February 28, 2005,
                           the Holders shall be entitled to receive, out of
                           funds legally available therefor, dividends on each
                           share of Preferred Stock at a rate per annum equal to
                           $80 per share, as, when, and if declared by the Board
                           of Directors. All dividends shall be cumulative,
                           whether or not earned or declared, on a daily basis,
                           and shall accrue from February 28, 2005, and shall be
                           payable, if declared by the Board of Directors,
                           quarterly in arrears each January 15, April 15, July
                           15 and October 15 of each year (the "Dividend Payment
                           Date"), commencing on April 15, 2005. Dividends shall
                           cease to accumulate in respect of shares of the
                           Preferred Stock on the Date of Conversion (as defined
                           in paragraph 6(f) hereof) unless the Corporation
                           shall have failed to issue the appropriate number of
                           Converted Shares (as defined in paragraph 6(b)) on
                           the Date of Conversion.

                  (b)      All dividends paid with respect to shares of the
                           Preferred Stock pursuant to paragraph 2(a) hereof
                           shall be paid pro rata to the Holders entitled
                           thereto.

                           (i)      Dividends that are in arrears and unpaid for
                                    any past Dividend Period (a "Dividend
                                    Period" being herein defined as a period
                                    commencing on each Dividend Payment Date and
                                    ending on the day before the next Dividend
                                    Payment Date; provided, however, that the
                                    first such period shall commence on February
                                    28, 2005) may be declared and paid at any
                                    time, without reference to any regular
                                    Dividend Payment Date, to the Holders of
                                    record on such date, not more than 45 days
                                    prior to the payment thereof, as may be
                                    fixed by the Board of Directors.

                           (ii)     No full dividends shall be declared by the
                                    Board of Directors or paid or funds set
                                    apart for payment of dividends by the
                                    Corporation on any other securities of the
                                    Corporation for any period unless full
                                    cumulative dividends shall have been or
                                    contemporaneously shall be declared and paid
                                    in full or declared and a sum in cash shall
                                    be set apart sufficient for such payment on


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                                    the Preferred Stock for all Dividend Periods
                                    terminating on or prior to the date of
                                    payment of such full dividends on such other
                                    securities of the Corporation.

                           (iii)    So long as any shares of the Preferred Stock
                                    are outstanding, the Corporation shall not
                                    make any payment on account of, or set apart
                                    for payment money for a sinking or other
                                    similar fund for, the repurchase, redemption
                                    or other retirement of any of the securities
                                    of the Corporation, that rank pari passu or
                                    junior to the Preferred Stock and shall not
                                    permit any corporation or other entity
                                    directly or indirectly controlled by the
                                    Corporation to purchase or redeem any other
                                    securities of the Corporation that rank pari
                                    passu or junior to the Preferred Stock, and
                                    excluding a refinancing of the Corporation's
                                    senior credit facilities, unless full
                                    cumulative dividends determined in
                                    accordance herewith on the Preferred Stock
                                    have been paid in full.

                           (iv)     Dividends payable on shares of the Preferred
                                    Stock for any period less than a year shall
                                    be computed on the basis of a 360-day year
                                    of twelve 30-day months and the actual
                                    number of days elapsed in the period for
                                    which dividends are payable. If any Dividend
                                    Payment Date occurs on a day that is not a
                                    Business Day, any accrued dividends
                                    otherwise payable on such Dividend Payment
                                    Date shall be paid on the next succeeding
                                    Business Day.

3.       NO REDEMPTION; NO SINKING FUND.

         (a)      The Preferred Stock shall not be subject to redemption by the
                  Corporation or at the option of the Holder.

         (b)      The Preferred Stock shall not be subject to or entitled to the
                  operation of a retirement or sinking fund.



4.       LIQUIDATION RIGHTS.

         (a)      In the event of the voluntary or involuntary liquidation,
                  dissolution or winding up of the Corporation, each Holder
                  shall be entitled to receive out of the assets of the
                  Corporation available for distribution to the stockholders, an
                  amount equal to $1000 per share of Preferred Stock, plus any
                  accumulated and unpaid dividends, before any distribution is
                  made on the Common Stock of the Corporation (the "Common
                  Stock") or any other stock ranking junior to the Preferred
                  Stock as to distribution of assets upon voluntary or
                  involuntary liquidation (which amount shall be subject to
                  equitable adjustment whenever there shall occur a stock
                  dividend, stock split, combination, reorganization,
                  recapitalization, reclassification or other similar event
                  involving the Preferred Stock). After payment of the full


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                  amount of the liquidation preference of the Preferred Stock,
                  the Holders shall not be entitled to any further participation
                  in any distribution of assets of the Corporation.

         (b)      For the purposes of this Section 4, both (i) the sale,
                  conveyance, exchange or transfer (for cash, shares of stock,
                  securities or other consideration) of all or substantially all
                  of the property or assets of the Corporation or a majority of
                  its capital stock and (ii) the consolidation or merger of the
                  Corporation with or into one or more other entities in which
                  the stockholders of the Corporation do not retain a majority
                  of the voting power in the surviving or successor corporation,
                  shall be deemed to be a voluntary or involuntary liquidation.

5.       VOTING RIGHTS. The Holders shall have the following voting rights:

         (a)      ELECTION OF DIRECTORS. The Holders shall vote together as a
                  single class for the election of directors of the Corporation
                  and shall be entitled to elect a percentage of the total
                  authorized directors of the Corporation, rounded to the next
                  highest whole number, corresponding to the percentage of
                  Common Stock that would be held by the Holders on the record
                  date of such election if the Holders converted all of the
                  Preferred Stock then outstanding into shares of Common Stock.
                  The directors (the "Series A Directors") elected by the
                  holders of the Series A Convertible Preferred Stock, par value
                  $.0001 per share (the "Series A Stock"), of the Corporation
                  and in office immediately prior to the exchange (the
                  "Exchange") of the Preferred Stock for the outstanding shares
                  of Series A Stock shall be deemed to be the initial directors
                  elected by the Holders and shall continue to serve the same
                  terms of office applicable to such person in their capacity as
                  Series A Directors immediately prior to the Exchange. All
                  other stockholders of the Corporation shall vote together as a
                  separate class and shall be entitled to elect the remainder of
                  the directors of the Corporation, then authorized, not elected
                  by the Holders. Prior to a meeting of stockholders of the
                  Corporation at which (i) the Holders, (ii) the other
                  stockholders of the Corporation, or (iii) both the Holders and
                  the other stockholders, will be entitled elect directors of
                  the Corporation, notice will be given to such class or
                  classes, as applicable, entitled to vote at such meeting
                  setting forth the number of such directors such class will be
                  entitled to elect at such meeting.

         (b)      OTHER MATTERS. Except in matters relating to the election of
                  the directors of the Corporation, the Holders shall be
                  entitled to vote on each matter on which holders of Common
                  Stock or stockholders generally are entitled to vote, and each
                  Holder shall be entitled to cast on each such matter a number
                  of votes equal to the number of votes that such Holder could
                  cast if such Holder had converted all of its shares of
                  Preferred Stock into shares of Common Stock immediately prior
                  to the votes being cast. Except as otherwise provided in


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                  paragraph 5(a) herein or by applicable law, the holders of
                  Common Stock and the Holders shall vote as one class on all
                  other matters submitted to a vote of stockholders of the
                  Corporation.

6.       CONVERSION OF PREFERRED STOCK.

         (a)      Subject to and upon compliance with the provisions of this
                  Section 6, at the option of the Holder thereof, each share of
                  Preferred Stock may, at any time be converted into a number of
                  fully paid and nonassessable shares of Common Stock.

         (b)

                  (i)    Except as provided in (ii) below, if the Holder
                         converts or elects to convert any of their Preferred
                         Stock on or prior to February 28, 2005, the conversion
                         rate shall be calculated by multiplying 3,333.33 by the
                         sum of (a) one (1), minus (b) the Conversion
                         Adjustment.

                         i.   "CONVERSION ADJUSTMENT" shall be an amount, the
                              numerator of which is three thousand two hundred
                              ninety eight dollars and sixty three cents
                              ($3,298.63) multiplied by the number of days from
                              the date of conversion through and including
                              February 28, 2005, and the denominator of which is
                              an amount equal to the product of (1) the number
                              of preferred shares then owned by the converting
                              Holder multiplied by 3333.33, multiplied by (2)
                              the Current Market Value (as defined in Section 7
                              below).

                         For example, if a Holder converted 15,050 shares of
                         Preferred Stock on January 1, 2005, and the Current
                         Market Price was $0.85, the conversion rate would be
                         calculated as follows:

                                                               (3,298.63 X 59)
                                                           ---------------------
                         Conversion rate = 3333.33 X 1 - (15050 X 3333.33 X .85)

                         Conversion rate  = 3333.33 X  (1 - .0046)

                         Conversion rate  = 3333.33 X .9954

                         Conversion rate  = 3318

                  (ii)   Notwithstanding subsection (i) above, a Holder may
                         elect, on or prior to February 28, 2005, to convert all
                         or part of the Preferred Stock at a conversion rate of
                         1 share of Preferred Stock to 3,333.33 shares of Common
                         Stock; provided, such Holder pays the Corporation for
                         each share of Preferred Stock converted, a cash payment
                         equal to an amount, the numerator of which is the
                         product of (a) three thousand two hundred ninety eight


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                         dollars and sixty three cents ($3,298.63) and (b) the
                         number of days from the Conversion Date through and
                         including February 28, 2005, and the denominator of
                         which is the number of shares of outstanding Preferred
                         Stock on the Conversion Date. "CONVERSION DATE" shall
                         be defined as the date of conversion by the Holders of
                         the Preferred Stock.

                         For example, if a Holder converted 1,000 shares of
                         Preferred Stock on January 1, 2005, and 15,050 shares
                         of Preferred Stock were outstanding, the cash payment
                         would be calculated as follows:

                                                    (3,298.63 X 59)
                                                    --------------
                         Cash Payment = 1,000 X        15,050

                         Cash Payment = 1,000 X  12.93

                         Cash Payment = $12,931.51

                  (iii)  On or after March 1, 2005, the Preferred Stock shall be
                         convertible into Common Stock at a rate of 1 share of
                         Preferred Stock to 3,333.33 shares of Common Stock,
                         subject to adjustment as set out in Section 9 below.
                         The number of shares of Common Stock into which shares
                         of Preferred Stock shall be convertible into is
                         hereinafter referred to as the "Converted Shares".

         (c)      In order to exercise the conversion rights, any Holder of
                  shares of Preferred Stock to be converted shall surrender such
                  shares to the Corporation at its principal corporate offices
                  at any time during usual business hours, accompanied by a
                  fully executed written notice, in substantially the form set
                  forth on the reverse of the certificate representing shares of
                  Preferred Stock, that the Holder elects to convert such
                  shares. Such notice shall also state the name or names (with
                  address) in which the certificate or certificates for shares
                  of Common Stock shall be issued.

         (d)      Shares of Preferred Stock surrendered for conversion shall (if
                  so required by the Corporation) be properly endorsed or
                  assigned for transfer by the Holder or his attorney duly
                  authorized in writing. The Holders at the close of business on
                  any record date for the payment of dividends on such shares
                  will receive the dividend payable on such shares on the
                  corresponding Dividend Payment Date notwithstanding the
                  conversion thereof or the Corporation's default in the payment
                  of the dividend due on such Dividend Payment Date. Shares of
                  Preferred Stock surrendered for conversion during the period
                  from the close of business on any record date for the payment
                  of dividends on such shares to the opening of business on the
                  corresponding Dividend Payment Date must be accompanied by


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                  payment of an amount equal to the dividend payable on such
                  shares on such Dividend Payment Date. A Holder on a record
                  date for the payment of dividends on shares of Preferred Stock
                  who converts such shares on a Dividend Payment Date will
                  receive the dividend payable on such shares by the Corporation
                  on such date, and the converting holder need not include a
                  payment in the amount of any such dividend upon surrender of
                  such shares for conversion.

         (e)      As promptly as practicable after the receipt of such notice
                  and the surrender of such shares of Preferred Stock as
                  aforesaid, the Corporation shall, subject to the provisions of
                  Paragraph 6(i) hereof, issue and deliver at such place or
                  places referred to in Paragraph 6(c) above to such Holder, or
                  on such Holder's written order, a certificate or certificates
                  for the number of full shares of Common Stock issuable on such
                  conversion of shares of Preferred Stock in accordance with the
                  provisions of this Section 6, and cash, as provided in Section
                  7 hereof, in respect of any fraction of a share of Common
                  Stock otherwise issuable upon such conversion.

         (f)      Such conversion shall be deemed to have been effected
                  immediately prior to the close of business on the date (the
                  "Date of Conversion") on which such notice shall have been
                  received by the Corporation and such shares of Preferred Stock
                  shall have been surrendered as aforesaid, and the person or
                  persons in whose name or names any certificate or certificates
                  for shares of Common Stock shall be issuable upon such
                  conversion shall be deemed to have become on the Date of
                  Conversion the holder or holders of record of the shares of
                  Common Stock represented thereby; PROVIDED, that any such
                  surrender on any date when the registry books of the
                  Corporation shall be closed shall constitute the person or
                  persons in whose name or names the certificate or certificates
                  for such shares are to be issued as the record holder or
                  holders thereof for all purposes at the opening of business on
                  the next succeeding day on which such registry books are open,
                  but such conversion shall nevertheless be at the conversion
                  rate in effect at the close of business on the date when such
                  shares of Preferred Stock shall have been so surrendered with
                  the conversion notice.

         (g)      Preferred Stock may be converted by a Holder in whole or in
                  part. In the case of conversion of a portion, but less than
                  all, of the shares of Preferred Stock represented by a
                  certificate surrendered for conversion, the Corporation shall
                  execute, and deliver to the Holder thereof, or on such
                  Holder's written order, a certificate or certificates
                  representing the shares of Preferred Stock which the Holder
                  has not elected to convert into shares of Common Stock. No
                  payment or adjustment shall be made for dividends accrued on
                  the shares of Preferred Stock converted as provided in this
                  paragraph 6(g) or for dividends or distributions accrued on
                  any Common Stock.



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         (h)      The Corporation covenants that all shares of Common Stock
                  which may be issued upon conversion of shares of Preferred
                  Stock will upon issuance be duly and validly issued, fully
                  paid and nonassessable by the Corporation, and except as
                  provided in Paragraph 6(i) hereof free from all taxes, liens
                  and charges with respect to the issue thereof.

         (i)      The Corporation shall pay any and all documentary, stamp or
                  similar taxes payable to the United States of America or any
                  political subdivision or taxing authority thereof or therein
                  in respect of the issue or delivery of certificates for shares
                  of Common Stock on conversion of shares of Preferred Stock
                  pursuant to Section 6 hereof; PROVIDED, that the Corporation
                  shall not be required to pay any tax which may be payable in
                  respect of any transfer involved in the issue or delivery of
                  certificates for shares of Preferred Stock or Common Stock, as
                  the case may be, in a name other than that of the Holder of
                  shares of Preferred Stock to be converted and no such issue or
                  delivery shall be made unless and until the person requesting
                  such issue or delivery has paid to the Corporation the amount
                  of any such tax or has established, to the satisfaction of the
                  Corporation, that such tax has been paid. The Corporation
                  extends no protection with respect to any other taxes imposed
                  in connection with [such redemption] or conversion of shares
                  of Preferred Stock.

7.       FRACTIONAL SHARES. The Corporation shall not be required to issue
         fractional shares of Common Stock on the conversion of the Preferred
         Stock. If any fraction of a share of Common Stock would be issuable on
         the conversion of the Preferred Stock (or specified portion thereof),
         the Corporation shall pay an amount in cash calculated by it to be
         equal to the then Current Market Value per share of Common Stock
         multiplied by such fraction computed to the nearest whole cent. For the
         purposes of any computation under the Preferred Stock, the Current
         Market Value per share of Common Stock or of any other equity security
         (herein collectively referred to as a "security") at the date herein
         specified shall be:

                  (i)      if the security is not registered under the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), the "Current Market Value" per share
                           of the security shall be determined in good faith by
                           the Board of Directors of the Corporation, or

                  (ii)     if the security is registered under the Exchange Act,
                           the "Current Market Value" per share of the security
                           shall be deemed to be the average of the daily Market
                           Prices (as hereinafter defined) of the security for
                           the 10 consecutive trading days immediately preceding
                           the day as of which Current Market Value is being
                           determined or, if the security has been registered
                           under the Exchange Act for less than 10 consecutive
                           trading days before such date, then the average of
                           the daily Market Prices for all of the trading days
                           before such date for which daily Market Prices are


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                           available. The Market Price for each such trading day
                           shall be: (A) in the case of a security listed or
                           admitted to trading on the New York Stock Exchange,
                           American Stock Exchange or the Nasdaq Stock Market,
                           the closing price on the primary exchange or stock
                           market on which the security is then listed or quoted
                           on, on such day, or if no sale takes place on such
                           day, the average of the closing bid and asked prices
                           on such day, (B) in the case of a security not then
                           listed or admitted to trading on any securities
                           exchange or stock market, the last reported sale
                           price on such day, or if no sale takes place on such
                           day, the average of the closing bid and asked prices
                           on such day, as reported by a reputable quotation
                           source designated by the Corporation, (C) in the case
                           of a security not then listed or admitted to trading
                           on any securities exchange or stock market and as to
                           which no such reported sale price or bid and asked
                           prices are available, the average of the reported
                           high bid and low asked prices on such day, as
                           reported by a reputable quotation service, or a
                           newspaper of general circulation in the Borough of
                           Manhattan, City and State of New York, customarily
                           published on each business day, designated by the
                           Corporation, or if there shall be no bid and asked
                           prices on such day, the average of the high bid and
                           low asked prices, as so reported, on the most recent
                           day (not more than 10 days prior to the date in
                           question) for which prices have been so reported, and
                           (D) if there are no bid and asked prices reported
                           during the 10 days prior to the date in question, the
                           Current Market Value of the security shall be
                           determined as if the security were not registered
                           under the Exchange Act.

8.       EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF CERTIFICATES.

         (a)      A certificate or a new certificate is exchangeable, without
                  expense, at the option of the Holder, upon presentation and
                  surrender hereof to the Corporation or at the office of its
                  stock transfer agent for other certificates of different
                  denomination, entitling the Holder thereof to convert in the
                  aggregate the same number of Converted Shares and carrying the
                  same rights as the Preferred Stock.

         (b)      Upon receipt by the Corporation of evidence satisfactory to it
                  of the loss, theft, destruction or mutilation of the
                  certificate or a new certificate, and (in the case of loss,
                  theft or destruction) of reasonably satisfactory
                  indemnification, and upon surrender and cancellation of the
                  certificate or a new certificate, if mutilated, the
                  Corporation shall execute and deliver a new certificate for
                  Preferred Stock of like tenor and date.

9.       ANTIDILUTION PROVISIONS AND OTHER ADJUSTMENTS.

         (a)      SPECIAL DEFINITIONS. For purposes of this Section 9, the
                  following definitions shall apply:



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                  (i)      "OPTIONS" shall mean rights, options or warrants to
                           subscribe for, purchase or otherwise acquire either
                           Common Stock or Convertible Securities, except for
                           options to purchase Common Stock outstanding on
                           August 20, 2002, with an conversion price of $2.25
                           per share or greater.

                  (ii)     "CONVERTIBLE SECURITIES" shall mean any evidences of
                           indebtedness, shares (other than Common Stock) or
                           other securities convertible into or exchangeable for
                           Common Stock.

                  (iii)    "ADDITIONAL SHARES OF COMMON STOCK" shall mean any
                           shares of Common Stock (i) issued (or, pursuant to
                           Section 9(b), deemed to be issued) by the Corporation
                           after August 20, 2002, or (ii) sold or exchanged by
                           the Corporation in conjunction with an acquisition of
                           the Corporation after August 20, 2002, other than
                           shares of Common Stock issued or issuable upon
                           conversion of any Convertible Securities, or exercise
                           of any Option, in each case existing on August 20,
                           2002.

                  (iv)     "EXERCISE PRICE" shall have the meaning given to it
                           in the certain Warrant Agreement dated on August 20,
                           2002 between the Corporation and Henry Birks & Sons,
                           Inc., a Canadian corporation.

                  (v)      "WARRANT SHARES" shall have the meaning given to it
                           in that certain Warrant Agreement dated on August 20,
                           2002 between the Corporation and Henry Birks & Sons,
                           Inc., a Canadian corporation.

         (b)      DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON STOCK. In the
                  event that the Corporation at any time or from time to time
                  after August 20, 2002 shall issue any Options or Convertible
                  Securities or shall fix a record date for the determination of
                  holders of any class of securities entitled to receive any
                  such Options or Convertible Securities, then the maximum
                  number of shares (as set forth in the instrument relating
                  thereto without regard to any provisions contained therein for
                  a subsequent adjustment of such number) of Common Stock
                  issuable upon the conversion of such Options or, in the case
                  of Convertible Securities and Options therefor, the conversion
                  or exchange of such Convertible Securities, shall be deemed to
                  be Additional Shares of Common Stock issued as of the time of
                  such issue or, in case such a record date shall have been
                  fixed, as of the close of business on such record date,
                  PROVIDED that in any such case in which Additional Shares of
                  Common Stock are deemed to be issued:

                  (i)      no further adjustment in the Exercise Price for the
                           Warrant Shares shall be made upon the subsequent


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                           issue of (1) Convertible Securities or shares of
                           Common Stock upon the exercise of such Options or (2)
                           conversion or exchange of such Convertible
                           Securities;

                  (ii)     if such Options or Convertible Securities by their
                           terms provide, with the passage of time or otherwise,
                           for any increase in the consideration payable to the
                           Corporation, or decrease in the number of shares of
                           Common Stock issuable, upon the exercise, conversion
                           or exchange thereof, the Exercise Price for the
                           Warrant Shares computed upon the original issue
                           thereof (or upon the occurrence of a record date with
                           respect thereto), and any subsequent adjustments
                           based thereon, shall, upon any such increase or
                           decrease becoming effective, be recomputed to reflect
                           such increase or decrease insofar as it affects such
                           Options or the rights of conversion or exchange under
                           such Convertible Securities; and

                  (iii)    on the expiration or cancellation of any Options or
                           the termination of the right to convert or exchange
                           any Convertible Securities which shall have not been
                           exercised, if the Exercise Price shall have been
                           adjusted upon the original issuance thereof or shall
                           have been subsequently adjusted pursuant to clause
                           (2) above, the Exercise Price shall be recomputed as
                           if:

                           i.       in the case of Convertible Securities or
                                    Options for Common Stock, the only
                                    Additional Shares of Common Stock issued
                                    were shares of Common Stock, if any,
                                    actually issued upon the exercise of such
                                    Options or the conversion or exchange of
                                    such Convertible Securities, and the
                                    consideration received therefor was the
                                    consideration actually received by the
                                    Corporation for the issuance of all such
                                    Options, whether or not exercised, plus the
                                    consideration actually received by the
                                    Corporation upon such exercise, or for the
                                    issuance of all such Convertible Securities
                                    which were actually converted or exchanged
                                    plus the consideration actually received by
                                    the Corporation upon such conversion or
                                    exchange, if any, and

                           ii.      in the case of Options for Convertible
                                    Securities, only the Convertible Securities,
                                    if any, actually issued upon the exercise
                                    thereof were issued at the time of issue of
                                    such Options and the consideration received
                                    by the Corporation for the Additional Shares
                                    of Common Stock deemed to have been then
                                    issued was the consideration actually
                                    received by the Corporation for the issuance
                                    of all such Options, whether or not
                                    exercised, plus the consideration deemed to
                                    have been received by the Corporation upon
                                    the issuance of the Convertible Securities


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                                    with respect to which such Options were
                                    actually exercised;

                  (iv)     no readjustment pursuant to clause 2 or 3 above shall
                           have the effect of increasing the Exercise Price to
                           an amount which exceeds the Exercise Price on the
                           original adjustment date.

         (c)      ADJUSTMENT OF NUMBER OF CONVERTED SHARES UPON ISSUANCE OF
                  ADDITIONAL SHARES OF COMMON STOCK. In the event that the
                  Corporation shall issue Additional Shares of Common Stock
                  (including Additional Shares of Common Stock deemed to be
                  issued pursuant to Section 9(b) and excluding shares of Common
                  Stock issued upon conversion of any Convertible Security or
                  exercise of any Option provided that the number of Converted
                  Shares was adjusted pursuant to Section 9(b) upon the issuance
                  of the Convertible Security or the Option), then and in such
                  event, the number of Converted Shares shall be increased,
                  concurrently with such issuance, to an amount (calculated to
                  the nearest Converted Share) determined by multiplying the
                  number of Converted Shares by a fraction (x) the numerator of
                  which shall be the sum of (1) the number of shares of Common
                  Stock outstanding immediately prior to such issuance, plus (2)
                  the number of such Additional Shares of Common Stock so issued
                  or deemed to be issued and (y) the denominator of which shall
                  be the number of shares of Common Stock outstanding
                  immediately prior to such issuance; PROVIDED that, for the
                  purposes of this Section 9(c), all shares of Common Stock
                  issuable (i) upon conversion of the Preferred Stock, (ii) upon
                  conversion of all outstanding Convertible Securities, and
                  (iii) upon the conversion of all outstanding Options, shall be
                  deemed to be outstanding, and immediately after any Additional
                  Shares of Common Stock are deemed issued pursuant to clause
                  9(b), such Additional Shares of Common Stock shall be deemed
                  to be outstanding.

         (d)      ADJUSTMENTS FOR STOCK DIVIDENDS, SUBDIVISIONS, COMBINATIONS,
                  OR CONSOLIDATIONS. In the event that the Corporation shall pay
                  a stock dividend on the Common Stock, or the outstanding
                  shares of Common Stock shall be subdivided, combined or
                  consolidated, by reclassification, stock split or otherwise,
                  into a greater or lesser number of shares of Common Stock, the
                  number of Converted Shares in effect immediately prior to such
                  dividend, subdivision, combination or consolidation shall,
                  concurrently with the effectiveness of such dividend,
                  subdivision, combination or consolidation, be proportionately
                  decreased or increased, as appropriate.

10.      RECLASSIFICATION, REORGANIZATION, CONSOLIDATION OR MERGER. Subject to
         Section 11, in the event of any reclassification, capital
         reorganization or other change of outstanding shares of Common Stock of
         the Corporation (other than a subdivision or combination of the
         outstanding Common Stock, a change in the par value of the Common Stock
         or a transaction subject to Section 9) or in the event of any
         consolidation or merger of the Corporation with or into another
         corporation (other than a merger in which merger the Corporation is the


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<PAGE>

         continuing corporation and that does not result in any
         reclassification, capital reorganization or other change of outstanding
         shares of Common Stock of the class issuable upon conversion of the
         Preferred Stock) or in the event of any sale, lease, transfer or
         conveyance to another corporation of the property and assets of the
         Corporation as an entirety or substantially as an entirety, the
         Corporation shall, as a condition precedent to such transaction, cause
         effective provisions to be made so that such other corporation shall
         assume all of the obligations of the Corporation hereunder and the
         Holder shall have the right thereafter, by exercising the Preferred
         Stock, to purchase the kind and amount of shares of stock and other
         securities and property (including cash) receivable upon such
         reclassification, capital reorganization and other change,
         consolidation, merger, sale, lease, transfer or conveyance by a holder
         of the number of shares of Common Stock that would have been received
         upon conversion of the Preferred Stock immediately prior to such
         reclassification, capital reorganization, change, consolidation,
         merger, sale, lease or conveyance. Any such provision shall include
         provision for adjustments in respect of such shares of stock and other
         securities and property that shall be as nearly equivalent as may be
         practicable to the adjustments provided for in the Preferred Stock. The
         foregoing provisions of this Section 10 shall similarly apply to
         successive reclassification, capital reorganizations and changes of
         shares of Common Stock and to successive changes, consolidations,
         mergers, sales, leases, transfers or conveyances. In the event that in
         connection with any such capital reorganization, or reclassification,
         consolidation, merger, sale, lease, transfer or conveyance, additional
         shares of Common Stock shall be issued in exchange, conversion,
         substitution or payment, as a whole or in part, for, or of, a security
         of the Corporation other than Common Stock, any such issue shall be
         treated as an issue of Common Stock covered by the provisions of
         Section 7.

11.      PURCHASE OF PREFERRED STOCK BY THE CORPORATION.

         (a)      SPECIAL DEFINITIONS. For purposes of this Section 11, the
                  following definitions shall apply:

                  (i)      "EVENT DATE" shall be defined as the date of a
                           purchase by the Corporation of the Preferred Stock.

         (b)      If prior to February 28, 2005, the Corporation desires to
                  purchase or otherwise acquire (or is deemed to acquire in any
                  business combination or otherwise) any of the shares of the
                  Preferred Stock, for the shares of Preferred Stock acquired,
                  the Holder shall pay the Corporation a cash payment equal to
                  an amount calculated by multiplying (1) the number of shares
                  purchased by the Corporation by (2) a fraction, the numerator
                  of which is the product of (a) three thousand two hundred
                  ninety eight dollars and sixty three cents ($3,298.63) and (b)
                  the number of days from the Event Date through and including
                  February 28, 2005, and the denominator of which is the number
                  of shares of outstanding of Preferred Stock.

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<PAGE>

                           For example, if the Corporation purchases 1,000
                           shares of Preferred Stock on January 1, 2005, and
                           15,050 shares of Preferred Stock were outstanding,
                           the cash payment shall be calculated as follows:

                                                        (3,298.63 X 59)
                                                       -----------------
                           Cash Payment = 1,000 X          15,050

                           Cash Payment = 1,000 X  12.93

                           Cash Payment = $12,931.51

12.      TRANSFER TO COMPLY WITH THE SECURITIES ACT. Neither the Preferred
         Stock, nor any of the Converted Shares, nor any interest therein, may
         be sold, assigned, pledged, hypothecated, encumbered or in any other
         manner transferred or disposed of, as a whole or in part, except in
         compliance with applicable United States federal and state securities
         or Blue Sky laws and the terms and conditions hereof. Each certificate
         shall bear a legend in substantially the same form as the legend set
         forth below. Each certificate for Converted Shares issued upon
         conversion of the Preferred Stock, unless at the time of conversion
         such conversion is registered under the Securities Act of 1933, as
         amended (the "Securities Act"), shall bear a legend substantially in
         the following form:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR
                  BLUE SKY LAWS OF ANY STATE. THE SECURITIES ARE "RESTRICTED"
                  AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE
                  SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO
                  AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
                  ACT AND THE CORPORATION WILL BE PROVIDED WITH AN OPINION OF
                  COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE
                  TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.

13.      Any certificate for any Converted Shares issued at any time in exchange
         or substitution for any certificate for any Converted Shares bearing
         such legend (except a new certificate for any Converted Shares issued
         after registration of such Converted Shares under the Securities Act)
         shall also bear such legend unless, in the opinion of counsel for the
         Corporation, the Converted Shares represented thereby need no longer be


                                       14
<PAGE>

         subject to the restriction contained herein. The provisions of this
         Section 11 shall be binding upon all subsequent holders of certificates
         for Converted Shares bearing the above legend and all subsequent
         Holders of the Preferred Stock, if any.

14.      LISTING ON SECURITIES EXCHANGES. The Corporation shall use its
         reasonable efforts to list on each national securities exchange or
         inter-dealer quotation system on which any Common Stock may at any time
         be listed all shares of Common Stock from time to time issuable upon
         conversion of the Preferred Stock and the Corporation shall maintain
         such listing of all shares of Common Stock issuable upon the conversion
         of the Preferred Stock so long as any shares of its Common Stock shall
         be so listed on such national securities exchange or inter-dealer
         quotation system. Any such listing shall be at the Corporation's
         expense.

15.      AVAILABILITY OF INFORMATION. The Corporation shall provide to Holders
         the same information that it provides to holders of its Common Stock.

16.      RANKING. The Preferred Stock shall rank senior to the Common Stock of
         the Corporation and equal to all other series of Preferred Stock of the
         Corporation.

17.      WAIVER. No waiver with respect to any provision of this Certificate of
         Designation shall be binding or effective without the prior written
         consent of the Holders of at least a majority of the Preferred Stock
         outstanding at the time such action is taken.


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<PAGE>


         IN WITNESS WHEREOF, Mayor's Jewelers, Inc. has caused this Certificate
of Designation to be executed in its corporate name by Joseph Keifer, III, its
Senior Vice President, Chief Operating Officer, and attested by Marc Weinstein,
its Secretary, this 20th day of February, 2004.



                            MAYOR'S JEWELERS, INC.


                            /s/ JOSEPH KEIFER, III
                            ---------------------------------------------------
                            By:  Joseph Keifer, III
                            Its: Senior Vice President, Chief Operating Officer


Attest:

By:
/s/ MARC WEINSTEIN
-------------------------
Marc Weinstein, Secretary








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