<PAGE>   1



                                                                    EXHIBIT 10.1

                                FOURTH AMENDMENT
                                       TO
                           LOAN AND SECURITY AGREEMENT

                  THIS AMENDMENT, made as of September 14, 2001, by and among
the parties identified as "Lenders" on the signature pages to this Amendment
("LENDERS"), CITICORP USA, INC., as agent for the Lenders (herein, in such
capacity as agent, called "AGENT"), and MAYOR'S JEWELERS, INC., formerly known
as JAN BELL MARKETING, INC., a Delaware corporation ("JAN BELL"), individually
and as "Borrowers' Agent", as defined in the "Loan Agreement" referenced below,
JBM RETAIL COMPANY, INC., a Delaware corporation ("JBM"), and MAYOR'S JEWELERS,
INC., a Florida corporation ("MAYOR'S") (Jan Bell, JBM and Mayor's hereinafter
referred to collectively as the "BORROWERS" and each individually as a
"Borrower").

                              W I T N E S S E T H :
                              - - - - - - - - - -

                  WHEREAS, Borrowers, Lenders and the Agent are parties to a
Loan and Security Agreement, dated as of July 28, 1998 (herein, as amended to
date, the "LOAN AGREEMENT"), pursuant to which Lenders have agreed to extend
certain credit to Borrowers upon the terms and conditions contained therein; and

                  WHEREAS, "Events of Default" (as defined in the Loan
Agreement) have occurred and are continuing as a result of Borrowers' failure to
comply with the requirements of Sections 5.3(B), (C) and (D) of the Loan
Agreement with respect to the Fiscal Quarter ending on or about July 31, 2001
("EXISTING EVENTS OF DEFAULT"); and

                  WHEREAS, Borrowers have requested that Lenders waive the
Existing Events of Default and, subject to the terms and conditions set forth
herein, Lenders are willing to do so; and

                  WHEREAS, Borrowers, Lenders and the Agent have agreed to amend
the Loan Agreement in certain respects as hereinafter set forth; and

                  WHEREAS, Borrowers, Lenders and the Agent desire to enter into
this Amendment in order to give effect to the foregoing;

                  NOW, THEREFORE, in consideration of the foregoing premises,
Borrowers, the Agent and Lenders 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 Loan Agreement.

         2. WAIVER. Pursuant to Borrowers' request, Lenders hereby waive the
Existing Events of Default; provided, HOWEVER, that such waiver is limited to
the Existing Events of Default and shall not be, or be deemed to be, a waiver of
any other Default or Event of Default presently or hereafter existing.

         3. AMENDMENT TO BORROWING AVAILABILITY DEFINITION. The definition of
"Borrowing Availability" set forth in Section 1.1 of the Loan Agreement is
hereby amended by deleting clause (ii) thereof in its entirety and substituting
in lieu thereof the following revised clause (ii):

                  (ii) the LESSER of (A) up to sixty-five percent (65%) of the
value of Eligible Inventory of Borrowers at such date, calculated on the basis
of the lower of cost or market value, with cost calculated on a first in, first
out basis, and with the exact percentages within such range applicable to
various types of Eligible Inventory of each Borrower to be determined by the
Agent from time to time (as to which indicative initial percentages are
specified below in this definition) and (B) eighty-five percent (85%) of the
percentage derived from the ratio of (1) the median appraised orderly
liquidation value of all owned Inventory of Borrowers at such date, determined
by reference to the gemological review most recently delivered by Borrowers to
the Agent pursuant to Section 5.1(K) hereof or any other applicable provision,
to (2) all owned Inventory of Borrowers at such date, calculated on the basis of
the lower of cost or market value, with cost calculated on a first in, first out
basis;




<PAGE>   2

         4. AMENDMENT TO INTEREST MARGIN DEFINITION. The definition of "Interest
Margin" set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and the following revised definition of "Interest Margin" is hereby
substituted in lieu thereof:

                  "INTEREST MARGIN" - (a) with respect to each LIBOR Rate Loan,
four percent (4.00%) per annum, being the interest rate to be added to the LIBOR
Rate in order to determine the LIBOR Margined Rate and (b) with respect to each
Base Rate Loan, two and three-fourths percent (2.75%) per annum, being the
interest rate to be added to the Base Rate in order to determine the Base
Margined Rate.

         5. AMENDMENTS TO AFFIRMATIVE COVENANTS.

                  (a) Section 5.1(I) of the Loan Agreement is hereby amended by
         deleting therefrom the phrase "On a monthly basis, on or before the
         fifteenth day of each Fiscal Month (or more frequently if requested by
         the Agent)" and substituting in lieu thereof the phrase "On a weekly
         basis, on or before Tuesday of each week (or more frequently if
         requested by the Agent)".

                  (b) Section 5.1(K) of the Loan Agreement is hereby deleted in
         its entirety and the following revised Section 5.1(K) is hereby
         substituted in lieu thereof:

                  (K) Furnish to the Agent, at least three (3) times in each
                  calendar year as provided in the next succeeding sentence, or
                  more frequently if requested by the Agent at any time when an
                  Event of Default has occurred and is continuing, a review
                  report as to Borrower's Inventory, including a valuation
                  thereof, prepared by a reputable non-affiliated gemological
                  company, selected by the Agent (except as provided
                  hereinbelow). One such report in each calendar year shall be
                  provided to the Agent concurrently with the delivery to the
                  Agent of Jan Bell's annual audited financial statements
                  pursuant to Section 5.1(H) hereof for the preceding Fiscal
                  Year and the other two such reports shall be delivered to the
                  Agent at such times in each calendar year as it shall request.
                  The Agent and Lenders agree that, with respect only to the
                  report to be delivered to the Agent in each calendar year
                  concurrently with Jan Bell's annual audited financial
                  statements for the preceding Fiscal Year, delivery to Agent of
                  a copy of a review report commissioned by Borrower's certified
                  public accountants from a reputable non-affiliated gemological
                  company in connection with the preparation of such
                  accountant's audit report for Jan Bell's financial statements
                  for its preceding Fiscal Year shall satisfy the requirement
                  for such report (but not any other report) relative to the
                  calendar year in question if the preparer of such report and
                  the form and scope of such report are reasonably satisfactory
                  to Agent.

                  (c) Borrowers acknowledge and agree that pursuant to Sections
         5.1(G) and 8.4 of the Loan Agreement the Agent may conduct, at
         Borrowers' expense, such number of field audits as it reasonably
         requests in any calendar year. Without limitation of the foregoing,
         Borrowers acknowledge and agree that the Agent intends to conduct at
         least three (3) field audits in each calendar year.

         6. AMENDMENTS TO FINANCIAL COVENANTS.

                  (a) Section 5.3 of the Loan Agreement is hereby amended by
adding thereto, immediately after subsection (E) thereof, the following new
subsection (F) to read as follows:

                  (F) EXCESS COLLATERAL AVAILABILITY. Maintain at all times
                  "Excess Collateral Availability" (as defined below) of at
                  least Eight Million Dollars ($8,000,000). For purposes hereof,
                  "Excess Collateral Availability" shall mean the excess at any
                  one time of (i) Borrowing Availability over (ii) the total
                  amount of the outstanding Revolver Loans.

                  (b) Section 5.3 of the Loan Agreement is hereby further
amended by adding the following paragraph immediately after new subsection (F)
thereof:

                           Lenders hereby agree that during the period
                  commencing on the date of the Fourth Amendment to Loan and
                  Security Agreement, among Borrowers, Lenders and the Agent,
                  and ending on the last day of Borrowers' Fiscal Quarter ending
                  on or about April 30, 2002 ("WAIVER END DATE"), so long as Jan
                  Bell and its Subsidiaries are in compliance with the



                                       2
<PAGE>   3

                  requirements of the preceding subsection (F), the failure of
                  Jan Bell and its Subsidiaries to comply with the requirements
                  of the preceding subsections (B), (C) and (D) for the third
                  Fiscal Quarter 2001 and/or the fourth Fiscal Quarter 2001
                  shall not constitute Events of Default; PROVIDED, HOWEVER,
                  that on the Waiver End Date, any failures of Borrowers to have
                  complied with such covenants for such periods shall constitute
                  Events of Default.

         7. GEMOLOGICAL REVIEW. Without limitation of the requirements of
Section 5.1(K) of the Loan Agreement, within sixty (60) days after the date
hereof, at Borrowers' expense, Borrowers shall deliver to the Agent a review
report as to Borrowers' Inventory, including a valuation thereof, prepared by a
reputable non-affiliated gemological company selected by the Agent.

         8. MISCELLANEOUS.

                  (a) EFFECT OF AMENDMENT. Except as set forth expressly herein,
         all terms of the Loan Agreement, as amended hereby, shall be and remain
         in full force and effect and shall constitute the legal, valid, binding
         and enforceable obligations of Borrowers to the Agent and Lenders. To
         the extent any terms and conditions in any of the Loan Documents shall
         contradict or be in conflict with any terms or conditions of the Loan
         Agreement, after giving effect to this Amendment, such terms and
         conditions are hereby deemed modified and amended accordingly to
         reflect the terms and conditions of the Loan Agreement as modified and
         amended hereby. This Amendment may be signed in multiple counterparts,
         all of which shall constitute one and the same agreement.

                  (b) RATIFICATION. Borrowers hereby restate, ratify and
         reaffirm each and every term and condition set forth in the Loan
         Agreement, as amended hereby, and the Loan Documents, effective as of
         the date hereof.

                  (c) ESTOPPEL. To induce the Agent and Lenders to enter into
         this Amendment, Borrowers hereby acknowledge and agree that, as of the
         date hereof, no Default or Event of Default has occurred and is
         continuing and, in addition, there exists no right of offset, defense,
         counterclaim or objection in favor of Borrowers with respect to any
         Obligations.

                  (d) GOVERNING LAW. This Amendment shall be governed by, and
         construed in accordance with, the internal laws (and not the laws of
         conflicts) of the State of New York.

                  (e) COSTS AND EXPENSES. Borrowers agree to pay on demand all
         costs and expenses of the Agent in connection with the preparation,
         execution, delivery and enforcement of this Amendment and all other
         Loan Documents executed in connection herewith, the closing hereof, and
         any other transactions contemplated hereby, including the fees and
         out-of-pocket expenses of the Agent's counsel.




                                       3
<PAGE>   4
                  IN WITNESS WHEREOF, this Amendment has been duly executed by
the parties hereto as of the date first above written.

                                       "BORROWER"

                                       MAYOR'S JEWELERS, INC., formerly known as
                                       Jan Bell Marketing, Inc.


                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Senior Vice President



                                       MAYOR'S JEWELERS, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Senior Vice President



                                       JBM RETAIL COMPANY, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Senior Vice President



                                       "AGENT"

                                       CITICORP USA, INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       "LENDERS"

                                       CITICORP USA, INC.



                                       By: /s/ MILES D. MCMANUS
                                           -------------------------------------
                                           Title: Vice President




                                       FLEET RETAIL FINANCE INC., f/k/a
                                       BankBoston Retail Finance, Inc.


                                       By: /s/ KEITH VERCAUTEREN
                                           -------------------------------------
                                           Title: Vice President



                                       4
<PAGE>   5


                                       FOOTHILL CAPITAL CORPORATION


                                       By: /s/ MICHAEL BARANOWSKI
                                           -------------------------------------
                                           Title: Vice President



                                       FIRST UNION NATIONAL BANK


                                       By:
                                           -------------------------------------
                                           Name:  Richard Preskenis
                                           Title: Vice President



                                       NATIONAL CITY COMMERCIAL FINANCE, INC.



                                       By: /s/ DENNIS HATVANY
                                           -------------------------------------
                                           Title: Vice President




                                       5
<PAGE>   6

                          ACKNOWLEDGMENT OF GUARANTORS

         Each of the undersigned, being a guarantor, pursuant to certain
Corporate Guaranty and Security Agreement, dated as of July 28, 1998
(collectively, the "GUARANTY"), of the obligations of Jan Bell Marketing, Inc.,
JBM Retail Company, Inc. and Mayor's Jewelers, Inc. (collectively, "BORROWERS")
under the "Loan Agreement" referenced in the within and foregoing Fourth
Amendment to Loan and Security Agreement among the lenders named therein,
Citicorp USA, Inc., as agent for such lenders, and Borrowers (the "FOURTH
AMENDMENT") hereby (a) acknowledges its receipt of a copy of, and consents to
the Fourth Amendment, (b) agrees to be bound thereby and (c) acknowledges and
agrees that the Guaranty shall continue in full force and effect from and after
the execution and delivery of the Fourth Amendment without modification,
diminution or impairment.

         IN WITNESS WHEREOF, the undersigned have set their hands as of the 14th
day of September, 2001.

                                       JBM VENTURE CO., INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       ULTIMATE FINE JEWELRY INTERNATIONAL, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       JBM INTERNATIONAL, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       MAIER & BERKELE, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       MAYOR'S JEWELERS INTELLECTUAL PROPERTY
                                       HOLDING COMPANY



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       MAYOR'S JEWELERS RECEIVABLES
                                       HOLDING COMPANY



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       6
<PAGE>   7


                                       AMERICAN HOROGICAL CORPORATION



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President



                                       JAN BELL MARKETING/PUERTO RICO, INC.



                                       By: /s/ DAVID BOUDREAU
                                           -------------------------------------
                                       Title: Vice President




                                       7