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                                                                   EXHIBIT 10.21

                               AMENDMENT AGREEMENT

ENTERED INTO AS OF THE DAY OF JULY 19TH, 2002 (hereinafter referred to as the
"The Amendment Agreement"),


BETWEEN:          MAYOR'S JEWELERS, INC. a corporation duly incorporated
                  according to the laws of Delaware, having its head office at
                  14051, Northwest 14th Street, Sunrise, Florida, herein
                  represented by its Chief Executive Officer, Joe Cicio
                  (hereinafter referred to as the "Company"),

AND:              MARC WEINSTEIN
                  (hereinafter referred to as the "Executive"),

         WHEREAS the Company is engaged in the business of operating a chain of
retail stores specializing in jewelry, timepieces, china, crystal and giftware
(the "Business");

         WHEREAS the Executive declares possessing certain expertise in the
fields of operating a retail chain;

         WHEREAS the Executive has been working for the Company since July 22,
1996 as its [Senior Vice-President and] Chief Operating Officer according to an
EMPLOYMENT AGREEMENT (the "Agreement") dated October 26, 2001;

         WHEREAS the Company is contemplating entering into a transaction under
which Henry Birks & Sons Inc or its nominee would invest US$15.0 million in the
Company (herein referred to as the Transaction);

         WHEREAS the Company has agreed and the Executive has accepted to amend
the term of the Agreement conditional upon Birks and the Company closing the
Transaction;

         WHEREAS the Company has agreed and the Executive has accepted to enter
into an Amendment Agreement on the same terms and conditions contained in the
Agreement save and except as herein detailed;

         NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS
HEREIN SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.       The parties acknowledge that the foregoing recitals are true in
         substance and in fact;

15.      The Agreement shall be amended as herein described conditional upon
         closing of the Transaction;

16.      Should the Transaction be consummated, the Agreement shall be amended
         upon the date of closing of the Transaction;

17.      Section 1.01 EMPLOYMENT AND DUTIES of the Agreement is hereby amended
         as follows: the sentence reading:

                  "Such title and duties may be changed in a manner deemed
                  appropriate from time to time by the CEO or the Board of
                  Directors so long as such title and duties are consistent with



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                  Executive's employment level and qualifications; provided,
                  however, this sentence shall not be operative after an Early
                  Trigger or Change of Control as defined in Section 3.01"

is deleted and replaced by the following:

                  "Such title and duties may be changed in a manner deemed
                  appropriate from time to time by the CEO or the Board of
                  Directors so long as the Executive continues to be a member of
                  the top level of management of the Company, with a title and
                  responsibilities of those of a senior executive officer, and
                  reports directly and solely to the CEO".

18.      Section 3.01(g) "GOOD REASON" of the Agreement is hereby amended as
         follows: the sentence under clause (i) reading:

                           "the Company changes the Executive's status, title or
position as an officer of the Company and such change represents a material
reduction in such status, titles or position conferred hereunder , and/or"

         is deleted and replaced by the following:

                           "the Executive ceases (x) to be a member of the top
level of management of the Company, (y) to have a title or responsibilities of
those of a senior executive officer, or (z) to report directly and solely to the
CEO."

19.      At the end of Section 3.01 (g) the following sentence shall be added:

                           "A requirement by the CEO or the Board of Directors
of the Company that the Executive provide information to, or cooperate with,
personnel of any entity that is or becomes a controlling stockholder of the
Company shall not constitute Good Reason, unless such requirement has the effect
of requiring the Executive to report to someone other then the CEO of the
Company."

20.      In Section 3. 04 TERMINATION, NON-RENEWAL OR RESIGNATION IN CONNECTION
         WITH A CHANGE OF CONTROL, paragraph (c), clause (y) reading:

                  "Good Reason shall include a change in the Executive's status,
                  title or position as an officer of the Company and such change
                  represents a material redution in such status, title or
                  position as in effect immediately prior to a change in
                  control."

         shall be deleted.

8.       STAY BONUS: The Executive will be entitled to receive a stay bonus in a
         form of a one time gross lump sum equal to $115,000 conditional upon
         the Executive remaining an active employee of the Company up and until
         December 31st, 2002. This stay bonus will be payable on [January 2,
         2003]. Should the Company terminate the Executive's employment before
         December 31st, 2002 or should the Executive resign with Good Reason



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         before December 31st, 2002, the said stay bonus would then become due
         upon the date of such termination or resignation. This stay bonus shall
         replace and not be in addition of any other amount that would have been
         paid upon closing of any sale of the Company or other stay bonus that
         the Company may have awarded for the fiscal year ending February 2003.

9.       Following consummation of the Transaction, it is contemplated that the
         Executive will be appointed [Senior Vice President and] Chief
         Administrative Officer of the Company and the Executive will report
         directly to the person then designated CEO of the Company. Following
         consummation of the Transaction, the Executives duties and
         responsibilities will remain substantially the same as they were
         immediately prior to consummation of the Transaction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

MAYOR'S JEWELER'S, INC.

Per:
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Signed at: /s/ JOSEPH CICIO
         ---------------------------

this 19th day of July, 2002



Acknowledged and accepted:
MARC WEINSTEIN


/s/ MARC WEINSTEIN
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