AMENDED MANAGEMENT EXPENSE REIMBURSMENT AGREEMENT



 




Exhibit 10.25




FIRST AMENDMENT




TO




MANAGEMENT EXPENSE REIMBURSEMENT AGREEMENT



THIS AMENDMENT (“Amendment”), is made as of June 15, 2004, by and between
MAYOR’S JEWELERS, INC., a Delaware corporation (“Mayor’s”), and HENRY BIRKS &
SONS INC., a Canadian corporation (“Birks”).




     WHEREAS, Mayor’s and Birks are parties to a Management Expense
Reimbursement Agreement dated as of August 20, 2002 (the “Management
Agreement”), pursuant to which Birks agreed to perform Advisory, Management and
Corporate Services (as defined in the Management Agreement) to Mayor’s upon the
terms and conditions contained therein; and



     WHEREAS, subject to the terms and conditions set forth herein the parties
have agreed to streamline and simplify the fee structure and billing process
between Mayor’s and Birks under the Management Agreement; and



     WHEREAS, the parties desire to enter into this Amendment in order to
evidence their mutual agreement in regard to such change in the fee structure
and billing process;



     NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




	1.	 	Definitions. Unless otherwise expressly provided herein, all
capitalized terms used herein without definition shall have the meanings
given to such terms in the Management Agreement.






	2.	 	Amendment to Fees.






	 	a.	 	Section 3.1 of the Management Agreement is hereby amended
in its entirety to read as follows:






	 	 	 	Effective the date hereof, Mayor’s shall pay to Birks, in
consideration of the AMCS, fees for AMCS rendered by Birks to Mayor’s
under a Project Schedule approved by the Independent Committee. Each
year Mayor’s and Birks shall determine the Birks employees that shall
provide AMCS to Mayor’s under the Project Schedule and shall
calculate a quarterly net standing fee (the “Net Standing Fee”) for
the AMCS required to be provided in order to reflect the estimated
allocation of the individual’s services or time to be provided to the
companies. Such fee shall reflect the total direct costs (such as salaries
and benefits) incurred by Birks to employ each such Birks employee
during the period such employee will provide AMCS. Any large
deviations from the Net Standing Fee shall be noted by the parties
and adjusted on a quarterly basis. Mayor’s shall pay to Birks a
separate fee for any other Birks employee that provides AMCS to
Mayor’s, based upon such Birks employee’s time spent providing AMCS
to Mayor’s.






	3.	 	Amendment to Invoices.






	 	a.	 	Section 3.3 of the Management Agreement is hereby amended
in its entirety with the following:






	 	 	 	Birks will invoice Mayor’s monthly for amounts payable pursuant to
Sections 3.1 and 3.2. With respect to Section 3.2, reasonable
documentation with respect to out-of-pocket expenses incurred by
Birks will be provided to Mayor’s upon request. In addition to a
line item for the monthly amount of the Net Standing Fee for each
Birks employee covered by the Net Standing Fee, each invoice will be
itemized to indicate each additional Birks employee who during the
prior calendar month rendered AMCS, the number of hours worked by
such employee, and details of out-of-pocket disbursements and
expenses covered by such invoice. If any adjustment is made to the
Net Standing Fee, such adjustment will be itemized on the monthly
invoice immediately following such adjustment. Each invoice shall be
due and payable by Mayor’s upon 30 days after receipt.






	4.	 	Further Assurances. The parties mutually agree to cooperate, adjust,
initial, re-execute and re-deliver any and all documents if deemed
necessary or desirable in the reasonable discretion of the parties.





 









 










	5.	 	Full Force and Effect. All of the provisions of the Management Agreement
shall continue in full force and effect except as expressly modified by
this Agreement.






	6.	 	Counterparts. The parties may sign this First Amendment, which may be
delivered by facsimile, in counterparts. Each signed counterpart will be
an original; and all of them constitute one and the same agreement.





     NOW THEREFORE, the parties have entered into this Agreement effective as of the
date first above written.


	 	 	 	 	 
	 	MAYOR’S JEWELERS, INC.

 	 
	 	By:  	/s/ Marc Weinstein
 	 
	 	 	Name:  	Marc Weinstein 	 
	 	 	Title:  	Senior Vice President &
Chief Administrative Officer 	 
	 



	 	 	 	 	 
	 	HENRY BIRKS & SONS INC.

 	 
	 	By:  	/s/ John
D. Ball
 	 
	 	 	Name:  	John D. Ball 	 
	 	 	Title:  	Senior Vice President &
Chief Financial Officer 	 




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