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                                                                  EXHIBIT 10.2


                        OFFICIAL ROLEX JEWELER AGREEMENT

               THIS AGREEMENT is made an entered as of April 3, 2000 by and
between Rolex Watch U.S.A., Inc., ("Rolex"), a company incorporated and existing
under the laws of the State of New York, having its main office at 665 Fifth
Avenue, New York, New York 10022, and Mayor's Jewelers, Inc., a retail jeweler
doing business at the location(s) listed on Schedule A, attached hereto.

1.             APPOINTMENT AS OFFICIAL ROLEX JEWELER.

               1.1  Rolex appoints Jeweler as an Official Rolex Jeweler ("ORJ")
                    and grants to Jeweler and non-exclusive right to purchase
                    Rolex products and resell them at retail. Rolex may appoint
                    additional ORJ's at its sole discretion, regardless of their
                    location. Jeweler agrees to sell the Rolex products in a
                    manner consistent with the high standards, goodwill and
                    prestigious reputation of the Rolex name. Jewelers agrees to
                    acquire new Rolex products exclusively from Rolex.

               1.2  Jeweler is authorized as an ORJ at the location(s) listed on
                    Schedule A. Rolex may discontinue the authorized status of
                    one or more locations, in accord with the terms of this
                    Agreement, without changing the status of Jeweler's
                    remaining authorized locations (if any).

2.             ORDERS

               2.1  All orders are subject to review and acceptance by Rolex,
                    and the approval of quantities and selection of Rolex
                    products sold to Jeweler by Rolex shall be left to Rolex's
                    sole discretion.

               2.2  Orders are deemed accepted only upon shipment of merchandise
                    by Rolex. The price charged to Jeweler will be set in accord
                    with the prevailing price list as of the shipment date.
                    Rolex does not guarantee any delivery schedule, and shall
                    not incur any liability for a delay or cancellation in
                    shipping any order.

               2.3  Rolex may cancel back orders at its discretion, and all back
                    orders will be canceled automatically if Jeweler's status as
                    an ORJ ends, or if this Agreement terminates. Rolex will not
                    be liable for any damages that might result.

3.             RETAIL SALES ONLY. Jewelers will sell Rolex products only to
               ultimate consumers, at the retail level, in transactions that
               originate over-the-counter at its authorized location(s). All
               other methods of the sale (except for Rolex-approved
               corporate/presentation sales) are considered transshipping. Rolex
               is the sole distributor of Rolex watches in the United States.
               Rolex has not authorized any ORJ or any other person to act as a
               wholesaler or subdistributor; therefore, any transshipment of
               Rolex watches, even if unintentional, is prohibited. ORJs may not
               sell watches to customers referred from outside their local
               market area (unless the sale is transacted in person at an
               authorized location), nor may they pay a feel for any referrals.

4.             OWNERSHIP, MANAGEMENT AND BUSINESS LOCATION. If Jeweler undergoes
               a change in ownership, ownership structure, management or
               business location, such changes will be deemed just cause under
               paragraph 8.3 and this Agreement and Jeweler's status as an ORJ
               will be subject to termination in accordance with Section 8.

5.             ROLEX TRADEMARKS

               5.1  USE OF ROLEX TRADEMARKS. Any promotional materials or other
                    item bearing a Rolex trademark (such as the words "ROLEX" or
                    "Oyster" and the Rolex Crown Emblem) furnished by Rolex
                    remains the property of Rolex. Consent to use the Rolex
                    trademarks is granted to Official Rolex Jewelers on a
                    limited basis only, solely for the purpose of advertising
                    and promoting the sale of Rolex products during the term of
                    this Agreement. Jeweler will not acquire, nor will it claim
                    any right, title or interest to the tradename or trademark
                    ROLEX, nor to any associated trade dress, nor to any other
                    trademarks, copyrights or other intellectual property owned
                    by Rolex.

               5.2  CHANGE IN STATUS. If an account is terminated for any
                    reason, Rolex is entitled to the immediate return of all
                    promotional material and other items bearing Rolex






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                    trademarks (including but not limited to master catalogs,
                    price lists, Rolex signs, consumer catalogs, display
                    materials, wall clocks, letterhead, business cards and sales
                    receipts). Rolex will reimburse the jeweler for such items
                    at cost, if any. Under these changed circumstances, Rolex
                    will also discontinue permission for use of its trademarks
                    on any items (such as outdoor displays or awnings) that are
                    the property of the former Official Rolex Jeweler. All such
                    items must be fabricated in a manner that will permit easy
                    removal of the Rolex trademarks. The Official Rolex Jeweler
                    agrees that if its account is terminated, it will: (i) never
                    use any of the Rolex trademarks in any advertising, other
                    than as permitted under applicable law; (ii) never use
                    phrases such as "Rolex certifies" or the like; (iii) never
                    take any action that is likely to cause confusion as to
                    whether the jeweler is an Official Rolex Jeweler or
                    authorized Rolex sales and service provider, or is otherwise
                    endorsed, sponsored or approved by Rolex. The Official Rolex
                    Jeweler agrees that Rolex shall be entitled to appropriate
                    injunctive relief, in addition to damages allowed by law, in
                    the event that any of these provisions are not honored
                    promptly after termination of the business relationship.

6.             RIGHT TO REPURCHASE.

               6.1  If Jeweler's status as an Official Rolex Jeweler ends for
                    any reason, or if Jeweler terminates its business,
                    liquidates its inventory, or in any manner attempts to make
                    a bulk sale of its inventory, Rolex reserves the absolute
                    right, in its sole discretion, to repurchase all or part of
                    Jeweler's Rolex inventory at the invoiced price. Rolex shall
                    have the right of first refusal to repurchase such inventory
                    and Jeweler shall not sell, or offer to sell, or transfer
                    possession or ownership of such inventory to any third party
                    unless it has first offered to sell the inventory to Rolex
                    at the price specified herein and Rolex has refused such
                    offer. Jeweler agrees to ship all such merchandise to Rolex
                    on request. Jeweler has the right to sell Rolex inventory
                    that is not repurchased by Rolex. If Jeweler sells the
                    above-described Rolex inventory to any third party in
                    violation of Rolex's rights, Jeweler agrees to pay Rolex an
                    amount equal to the originally invoiced price for such
                    merchandise as liquidated damages. Any third party purchaser
                    shall take possession of the inventory subject to Rolex's
                    rights as specified in this Agreement. Jeweler agrees to
                    execute such documents as Rolex may request to effectuate
                    the terms of this Paragraph.

7.             ADDITIONAL PROMISES AND DUTIES.

               7.1  Jeweler agrees to comply with all policies and procedures as
                    issued by Rolex from time to time. These include, but are
                    not limited to: the Rolex Policy Statements (as revised
                    April 3, 2000); the Co-op Advertising Policy (issued in 1999
                    as part of The Rolex Co-op Advertising Portfolio); and the
                    Spare Parts Ordering Instructions and Policy Statements
                    (issued as part of the 1996 Spare Parts Price List). Jeweler
                    represents that it: (i) has received and read copies of all
                    the foregoing policies and procedures; and (ii) accepts all
                    terms of those policies and procedures.

                    7.1.1     Rolex reserves the unilateral right to amend any
                              of the terms of this Agreement, to cancel or amend
                              any or all policies and procedures, and to issue
                              new policies and procedures. Such changes shall be
                              effective upon notice to Jeweler, or at such other
                              time as Rolex may designate.

                    7.1.2     Within thirty (30) days of receipt of such notice,
                              Jeweler may opt to reject the changes by
                              terminating this Agreement, giving written notice
                              thereof to Rolex. If Jeweler places an order after
                              receipt of the change notice, Jeweler will be
                              deemed to have accepted the change in terms.





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               7.2  Jeweler agrees to stock a designated basic stock plan at all
                    times year-round. Rolex, after consultation with Jeweler,
                    will select a basic stock plan (commensurate with Jeweler's
                    sale potential) drawn from all current Rolex lines for each
                    authorized location. It is expressly understood that
                    compliance with this provision is mandatory to retain
                    continued status as an ORJ. Jeweler agrees to allow Rolex
                    personnel to take a complete inventory of all Rolex products
                    in Jeweler's possession, and to review Rolex sales and
                    warranty records, on reasonable oral notice.

               7.3  Jeweler will maintain ethical business practices, good
                    standing in the community and a quality establishment.

8.             TERM AND TERMINATION.

               8.1  This Agreement is made for an indefinite term, and will
                    continue at the will of the parties, unless terminated as
                    provided in this Agreement.

               8.2  Either party may terminate this Agreement as of right,
                    without cause, on sixty (60) days notice, without incurring
                    any liability as a result for direct, incidental,
                    consequential or any other form of damages, including loss
                    of clientele, investments or profits.

               8.3  In the event of a breach of this Agreement, or of any Rolex
                    policy or procedure, or for any other just cause, either
                    party may terminate the Agreement effective immediately,
                    upon giving written notice of termination to the other
                    party.

               8.4  "Just cause" shall include, but not be limited to, the
                    following examples:

                    8.4.1     Failure to pay any sum when due;

                    8.4.2     Transshipping (both intentional and
                              unintentional);

                    8.4.3     Failure to comply with any applicable federal,
                              state or local law or regulation in connection
                              with a party's obligations under this Agreement or
                              in connection with the operation of its business;

                    8.4.4     Involvement by a party, or its owners or
                              employees, in any activity that could damage the
                              other party's reputation, or that is generally
                              considered immoral, illegal, or contrary to public
                              notice;

                    8.4.5     The sale, distribution or any other disposition of
                              substantially all of a party's assets or any
                              material change in its control;

                    8.4.6     The closing of a party's business, the liquidation
                              of its inventory, or the attempted bulk sale of
                              its inventory;

                    8.4.7     The filing of a petition in bankruptcy by or
                              against either party, or if either party is
                              adjudicated or become bankrupt or insolvent, or
                              the appointment or the application for appointment
                              of a receive for a party's business, or an
                              assignment or attempted assignment for the benefit
                              or creditors.

9.             EFFECT OF TERMINATION. If notice of termination is given pursuant
               to the terms of this Agreement, the parties will comply with all
               existing obligations during the notice period. Notwithstanding
               the foregoing, orders will be shipped on a pre-paid basis, and
               only if Jeweler continues to comply fully with all of its
               obligations under this Agreement, including being up to date on
               other payments due.






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10.            DISCLAIMER OF FRANCHISE OR FIDUCIARY RELATIONSHIP. Rolex does not
               enter into any franchise arrangements with ORJs, and has not with
               Jeweler. Jeweler expressly acknowledges that it has no right to
               purchase Rolex watches from Rolex or continue its status as an
               ORJ, other than as specified in this Agreement. Jeweler
               acknowledges that it has not paid any fee to Rolex in exchange
               for the rights granted in this Agreement, and that its rights
               under this Agreement and the operation of its business are not
               substantially associated with any trademark, service mark, trade
               name, logo, advertising or other commercial symbol designating
               Rolex or its products. Jeweler acknowledges that it does not have
               a continuing financial interest with Rolex in the operating or
               marketing Jeweler's business. Jeweler warrants that it does not
               now, and will not in the future, rely on Rolex for a continued
               supply of goods to operate its business. Jeweler acknowledges
               that this is an arm's length agreement between commercial equals,
               that this is not a contract of adhesion, and that Rolex does not
               act as a fiduciary with respect to Jeweler.

11.            MUTUAL RELEASE. The parties hereby release all claims they might
               have against each other as of this date. Notwithstanding the
               foregoing, this release does not apply to any claim by Rolex
               relating to merchandise purchased by Jeweler for which Jeweler
               has not yet paid.

12.            CONFIDENTIALITY. Rolex and Jeweler acknowledge each party may
               have access to and receive confidential and proprietary
               information from the other, including, but not limited to,
               organizational structure, business plans, marketing philosophy
               and objectives, competitive advantages and disadvantages, cost
               figures, sales or other financial results, vendor names and
               addresses, and distributor names and addresses. It is agreed that
               each party to this Agreement shall protect the confidentiality of
               any information disclosed by the other party and that they will
               not disclose such information, either directly or indirectly, to
               any third person or entity without the prior written consent of
               the other party. This confidentiality covenant has no temporal,
               geographical or territorial restrictions. Notwithstanding the
               foregoing, the provisions of this confidentiality provision shall
               not apply to information (i) which is in the public domain other
               than through a violation of this Agreement, or (ii) which is
               required to be disclosed pursuant to the valid order, rule or
               regulation of an administrative agency or judicial court of
               competent jurisdiction, provided that each party shall notify the
               other party of any disclosure required by law and provide such
               other party with the opportunity to intervene and contest such
               disclosure. The terms of this section shall survive the
               expiration or termination of this Agreement.

13.            INDEMNIFICATION AND LEGAL DEFENSE. Jeweler agrees to pay for
               Rolex's reasonable costs and attorneys' fees if Rolex is sued by
               any third party based on Jeweler's conduct. Jeweler will
               indemnify Rolex against any damages that might be awarded in such
               a claim by a third party.

14.            AGREEMENT TO ARBITRATE.

               14.1 Except as otherwise provided herein, Jeweler and Rolex
                    agree to submit all disputes between them (and/or involving
                    their employees, agents and affiliates, collectively
                    referred to in this Paragraph 14 with their respective
                    principals as "Jeweler" and "Rolex") to final and binding
                    arbitration administered by the American Arbitration
                    Association under its then prevailing Commercial Arbitration
                    Rules (except as modified herein), and judgment on the award
                    may be entered in any court having jurisdiction thereof. The
                    arbitration Agreement will apply to all disputes between
                    Jeweler and Rolex, whether based on contract, common law,
                    federal or local statute (including, but not limited to, the
                    Sherman Act, the Clayton Act, the Federal Trade Commission
                    Act, the Robinson-Patman Act, any federal or state law that
                    applies to franchising, and any similar state statues), or
                    on any other basis. Notwithstanding the above, either party
                    may: (i) elect, in its sole discretion, to submit any
                    dispute (including a counterclaim) directly and solely
                    involving its intellectual property rights to a state or
                    federal court with appropriate jurisdiction (other disputes
                    to be submitted to arbitration); and (ii) apply to a court
                    for an injunction in furtherance of arbitration proceedings
                    or to preserve a party's right pending an arbitral
                    resolution. The parties' obligations arising under this
                    Paragraph 14 shall survive termination of this Agreement
                    with respect to all disputes arising from events that
                    occurred prior to and including the termination.

               14.2 All claims or disputes must be submitted to arbitration
                    (or, if applicable, filed in court) within one hundred
                    eighty (180) days from the date on which such claims arose,
                    or within such sorter time as may be required by law. Any
                    claim or dispute that is not so submitted or filed will be
                    waived, forfeited an barred forever.





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               14.3 NUMBER AND QUALIFICATIONS OF ARBITRATORS. All arbitrations
                    will be held before a panel of three arbitrators, who shall
                    each have a minimum of ten years experience in their fields.
                    At least one of the arbitrators shall be an actively
                    practicing attorney experienced in the law of commercial
                    distribution, or dealership (except automobile), or
                    antitrust, who shall act as Chair.

               14.4 Neither party nor the arbitrators may disclose the
                    existence, content, or results of any arbitration hereunder
                    without the prior written consent of both parties.

               14.5 Arbitration will be held at the offices of the American
                    Arbitration Association located in New York City.

               14.6 Each party shall bear its own attorneys' fees, costs and
                    expenses, and an equal share of the arbitrators' and
                    administrative fees of arbitration, except as may be
                    required by statute.

               14.7 Except as regards enforcement of the rights specified in
                    Paragraphs 5 and 6 of this Agreement and paragraph D (p. 28)
                    of the Co-op Advertising Policy, any award in an arbitration
                    initiated under this Paragraph 14 shall be limited to
                    monetary damages and shall not include an injunction or a
                    direction to any party, other than a direction to pay a
                    monetary amount. The arbitrators will have no authority to
                    award punitive damages or other damages not measured by the
                    prevailing party's actual damages within the scope of this
                    Agreement. The terms of this sub-paragraph shall apply to
                    all disputes, except as may be required by statute.

               14.8 The arbitration award shall be in writing and signed by a
                    majority of the arbitrators, and shall specify the factual
                    and legal bases for the award. An award will be subject
                    judicial review if the Arbitrators commit material errors of
                    law or exceed the scope of the authority granted to them in
                    this Agreement (in addition to any other reasons allowed by
                    law with respect to arbitral awards).

15.            MISCELLANEOUS PROVISIONS.

               15.1 HEADINGS. The headings herein are for convenience of
                    reference only and shall not be deemed to limit or affect
                    any of the provisions hereof.

               15.2 WAIVERS. The failure or delay of a party hereto to enforce
                    any of its rights under this Agreement shall not be deemed a
                    continuing waiver or a modification by such party of any of
                    its rights under this Agreement. Either party may, within
                    the time provided by paragraph 14.4, commence appropriate
                    proceedings to enforce any or all of its rights under this
                    Agreement and any prior failure to enforce or delay in
                    enforcement shall not constitute a defense.

               15.3 THIRD-PARTY BENEFICIARIES. This Agreement shall not confer
                    any rights or remedies upon any person other than the
                    parties.

               15.4 ENTIRE AGREEMENT. This Agreement (including the documents
                    referred to herein) constitutes the entire Agreement between
                    the parties and supersedes any prior understandings,
                    agreements, or representations by or between the parties,
                    written or oral, to the extent they related in any way to
                    the subject matter hereof.

               15.5 ASSIGNMENT. Neither party may assign either this Agreement
                    or any of its rights, interests, or obligations hereunder
                    without the prior written approval of the other party.

               15.6 COUNTERPARTS. This Agreement may be executed in one or more
                    counterparts, each of which shall be deemed an original but
                    all of which together will constitute one and the same
                    instrument.




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               15.7 NOTICES. Any notice hereunder shall be served by sending
                    the same to the addressee, attention of its Chief Executive
                    Officer, at the address designated in the first introductory
                    paragraph of this Agreement. Any notice required or which
                    may be given hereunder in writing shall be deemed to have
                    been given:

                    15.7.1    when delivered to the addressee in person, on the
                              date delivered:

                    15.7.2    when emailed or faxed by means confirming receipt
                              (if notice is so emailed or faxed, a copy shall be
                              mailed by registered or certified mail and postage
                              prepaid), on the date the email or fax is sent;
                              when sent by registered or certified mail, return
                              receipt requested and postage prepaid, four (4)
                              days after the date of mailing;

                    15.7.3    when sent by express mail or courier service,
                              postage or charges prepaid, on the date of
                              scheduled delivery; or

                    15.7.4    when sent by regular mail, four (4) days after the
                              date of mailing.

               15.8 GOVERNING LAW. Except as provided below, this Agreement, the
                    rights and obligations of the parties, and the resolution of
                    all disputes between the parties shall be governed by,
                    enforced and construed in accordance with the domestic laws
                    of the State of New York without giving effect to any choice
                    or conflict of law provision or rule (whether of the State
                    of New York or any other jurisdiction) that would cause the
                    application of the laws of any jurisdiction other than the
                    State of New York. To the extent that federal law would
                    otherwise apply with respect to intellectual property
                    disputes, such law shall control.

               15.9 AMENDMENTS. Except as provided by Paragraph 7.1.1, this
                    Agreement may not be modified other than by an instrument in
                    writing signed by authorized representatives of both
                    parties. Only the President or an Executive Vice President
                    of Rolex shall be authorized to execute any such instrument
                    on Rolex's behalf.

              15.10 SEVERABILITY. Any term or provision of this Agreement that
                    is invalid or unenforceable in any situation in any
                    jurisdiction shall not affect the validity or enforceability
                    of the remaining terms and provisions hereof or the validity
                    or enforceability of the offending term or provision in any
                    other situation or in any other jurisdiction.

              15.11 INCORPORATION OF SCHEDULES. The Schedules identified in
                    this Agreement are incorporated herein by reference and made
                    a part hereof.

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                  IN WITNESS WHEREOF, the parties hereto have executed this
         Agreement through their duly authorized representatives on the day and
         year first above written.

Rolex Watch U.S.A., Inc.                         Mayor's Jewelers, Inc.


By: /s/ WALTER FISCHER                           By: /s/ SAMUEL A. GETZ
    ----------------------------                     --------------------------
       Title: President and CEO                      Title: CEO & President



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