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Exhibit 3.3

SECOND AMENDMENT TO REVOLVING CREDIT,
TRANCHE B LOAN AND SECURITY AGREEMENT

SECOND AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY
AGREEMENT, dated as of November 21, 2003 (Amendment), by and among Mayors
Jewelers, Inc., a Delaware corporation, Mayors Jewelers, Inc., a Florida
corporation, and each of the other Domestic Subsidiaries parties thereto
(collectively, the Borrowers), Fleet Retail Finance Inc. (FRFI), GMAC
Business Credit, LLC (GMACBC), as syndication agent (the Syndication
Agent), Back Bay Capital Funding LLC (the Tranche B Lender and collectively
with FRFI and GMACBC, the Lenders), and Fleet Retail Finance Inc., as
administrative agent for itself and the Lenders (the Administrative Agent).

WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are
parties to a Revolving Credit, Tranche B Loan and Security Agreement, dated as
of August 20, 2002 (as amended and in effect from time to time, the Credit
Agreement), pursuant to which the Lenders have extended credit to the
Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS, the Borrowers, the Lenders, and the Administrative Agent have
agreed, on the terms and conditions set forth herein, to amend certain
provisions of the Credit Agreement; and

WHEREAS, capitalized terms which are used herein without definition and
which are defined in the Credit Agreement shall have the same meanings herein
as in the Credit Agreement.

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

§1. Amendments to Section 1.1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of Appraised
Inventory Tranche B Percentage in its entirety and substituting the following
definition in lieu thereof:

Appraised Inventory Tranche B Percentage. For each Eligible
Inventory Category, the Appraised Inventory Tranche B Percentage
shall be equal to one hundred and two percent (102%) through
November 30, 2003 and, thereafter one hundred percent (100%). With
respect to additional Eligible Inventory Categories, the Appraised
Inventory Tranche B Percentage shall be the percentage determined
by the Administrative Agent and the Tranche B Lender.;

§2. Amendments to Section 3 of the Credit Agreement. Section 3 of the
Credit Agreement is hereby amended by deleting Sections 3.3 and 3.4 in their
entirety and substituting the following new Sections 3.3 and 3.4 in lieu
thereof:

3.3. Payments of Principal of Tranche B Loan.

Except as contemplated by §13.4, the Borrowers may not make any principal
payments on account of the Tranche B Loan until the Borrowers Obligations to
the Revolving Credit Lenders have been paid in full and the Commitments have
been terminated; provided, however, beginning April 30, 2003, the Borrowers may
prepay the Tranche B Loan in its entirety or in $1,000,000 increments if at
such time (i) a Default does not exist and one would not result from such
prepayment, (ii) after giving effect to such payment Availability is in excess
of $10,000,000 and (iii) the Borrowers shall have delivered to the
Administrative Agent pro forma financial statements for the next 12 months
demonstrating, in form and substance satisfactory to the Administrative Agent,
that Availability will exceed $10,000,000 at all times during the next 12
months after giving effect to the prepayment of the Tranche B Loan. The
Borrowers jointly and severally promise to pay on the Maturity Date, and there
shall become absolutely due and payable on the Maturity Date, all of the
Tranche B Loans outstanding on such date, together with any and all accrued and
unpaid interest thereon. If the Borrowers prepay the Tranche B Loans in whole
or in part, then, in view of the impracticality and extreme difficulty of
ascertaining the actual amount of damages to Tranche B Lender or profits lost
by the Tranche B Lender as a result thereof, and by mutual agreement of the
parties as to a reasonable estimation and calculation of the lost profits or
damages of the Tranche B Lender, the Borrowers shall pay a premium with respect
to each such prepayment (the Tranche B Early Termination Fee) in an amount
equal to one and one-fifth percent (1.20%) of the amount prepaid; provided,
however, (i) the Borrowers shall pay the Tranche B Early Termination Fee with
respect to the first $2,000,000 prepaid only upon the first prepayment that
results in the aggregate prepayments of the Tranche B Loan exceeding such
$2,000,000 (and in such event, such Tranche B Early Termination Fee (i.e.,
$24,000) shall become payable in addition to the Tranche B Early Termination
Fee that becomes payable in respect of such other prepayment; and
(ii) the Borrowers shall not pay a Tranche B Early Termination Fee with respect
to any amount prepaid as a result of a refinancing provided by the Tranche B
Lender in a principal amount of at least $10,500,000 solely in connection with
a new term loan facility issued in connection with an acquisition financing
request from the Borrowers.





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3.4. Interest on Tranche B Loan.

Except as otherwise provided in §§3.4(b) and 16.12(c)(iv), the outstanding
amount of the Tranche B Loan shall be calculated on the basis of a three
hundred sixty (360) day year and actual days elapsed and shall bear interest
until repaid at the rate per annum equal to twelve percent (12.0%) (the
Tranche B Loan Interest Rate). The Tranche B Loan Interest Rate, shall be
payable as follows:

(a) Accrued interest on the unpaid principal balance of the Tranche
B Loan at a rate per annum equal to twelve percent (12.00%)
(Tranche B Loan Current Pay Interest) shall be payable monthly in
arrears, on the first Business Day of each month (the Tranche B
Loan Interest Payment Date), and on the Maturity Date.

(b) Following the occurrence of any Event of Default, at the
direction of the Tranche B Loan Lender, interest shall accrue and
shall be payable on the unpaid principal balance of the Tranche B
Loan at the aggregate of the Tranche B Loan Interest Rate plus
three percent (3%) per annum.

§3. Amendment to Schedules to the Credit Agreement. The Schedules to the
Credit Agreement are hereby amended by deleting Schedule 1A in its entirety.

§4. Representations and Warranties. Each of the Borrowers hereby
represents and warrants to the Administrative Agent and the Lenders as of the
date hereof, and as of any date on which the conditions set forth in §5 below
are met, as follows:

(a) The execution and delivery by each of the Borrowers of this Amendment
and all other instruments and agreements required to be executed and delivered
by such Borrower in connection with the transactions contemplated hereby or
referred to herein (collectively, the Amendment Documents), and the
performance by each of the Borrowers of any of its obligations and agreements
under the Amendment Documents and the Credit Agreement and the other Loan
Documents, as amended hereby, are within the corporate or other authority of
such Borrower, have been authorized by all necessary corporate proceedings on
behalf of such Borrower and do not and will not contravene any provision of law
or such Borrowers charter, other incorporation or organizational papers,
by-laws or any stock provision or any amendment thereof or of any indenture,
agreement, instrument or undertaking binding upon such Borrower.

(b) Each of the Amendment Documents, the Credit Agreement and the other
Loan Documents, as amended hereby, to which any Borrower is a party constitute
legal, valid and binding obligations of such Person, enforceable in accordance
with their terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting generally the enforcement
of creditors rights.

(c) No approval or consent of, or filing with, any governmental agency or
authority is required to make valid and legally binding the execution, delivery
or performance by the Borrowers of the Amendment Documents, the Credit
Agreement or any other Loan Documents, as amended hereby, or the consummation
by the Borrowers of the transactions among the parties contemplated hereby and
thereby or referred to herein.

(d) The representations and warranties contained in §7 of the Credit
Agreement and in the other Loan Documents were true and correct as of the date
made. Except to the extent of changes resulting from transactions contemplated
or permitted by the Credit Agreement and the other Loan Documents, changes
occurring in the ordinary course of business (which changes, either singly or
in the aggregate, have not been materially adverse) and to the extent that such
representations and warranties relate expressly to an earlier date and after
giving effect to the provisions hereof, such representations and warranties,
after giving effect to this Amendment, also are correct as of the date hereof.

(e) Each of the Borrowers has performed and complied in all material
respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and as of the date hereof,
after giving effect to the provisions of this Amendment and the other Amendment
Documents, there exists no Default or Event of Default.

(f) Each of the Borrowers hereby acknowledges and agrees that the
representations and warranties contained in this Amendment shall constitute
representations and warranties as referred to in §13.1(e) of the Credit
Agreement, a breach of which shall constitute an Event of Default.

§5. Effectiveness. This Amendment shall become effective as of the date
first written above (the Effective Date) upon the satisfaction of each of the
following conditions, in each case in a manner satisfactory in form and
substance to the Administrative Agent and the Lenders:

(a) This Amendment shall have been duly executed and delivered by each of
the Borrowers and each of the Lenders and shall be in full force and effect;

(b) The Administrative Agent shall have received such other items,
documents, agreements, items or actions as the Administrative Agent may
reasonably request in order to effectuate the transactions contemplated hereby;
and





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(c) The Borrowers shall have paid, on the first Interest Payment Date
immediately following the date hereof, all accrued interest which had not been
capitalized as of such Interest Payment Date.

§6. Miscellaneous Provisions.

(a) Each of the Borrowers hereby ratifies and confirms all of its
Obligations to the Administrative Agent and the Lenders under the Credit
Agreement, as amended hereby, and the other Loan Documents, including, without
limitation, the Loans, and each of the Borrowers hereby affirms its absolute
and unconditional promise to pay to the Lenders and the Administrative Agent
the Loans, reimbursement obligations and all other amounts due or to become due
and payable to the Lenders and the Administrative Agent under the Credit
Agreement and the other Loan Documents, as amended hereby. Except as expressly
amended hereby, each of the Credit Agreement and the other Loan Documents shall
continue in full force and effect. This Amendment and the Credit Agreement
shall hereafter be read and construed together as a single document, and all
references in the Credit Agreement, any other Loan Document or any agreement or
instrument related to the Credit Agreement shall hereafter refer to the Credit
Agreement as amended by this Amendment.

(b) Without limiting the expense reimbursement requirements set forth in
§16.2 of the Credit Agreement, the Borrower agrees to pay on demand all costs
and expenses, including reasonable attorneys fees, of the Administrative Agent
incurred in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF
LAWS) AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH
LAWS.

(d) This Amendment may be executed in any number of counterparts, and all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a
sealed instrument as of the date first set forth above.

MAYORS JEWELERS, INCBy:Name:Title:MAYORS JEWELERS, INCBy:Name:Title:JBM RETAIL COMPANY, INCBy:Name:Title:JBM VENTURE CO., INCBy:Name:Title:MAYORS JEWELERS INTELLECTUALPROPERTY HOLDING COMPANYBy:Name:Title:ADMINISTRATIVE AGENT FLEET RETAIL FINANCE INCBy:Name:Title:






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SYNDICATION AGENTGMAC BUSINESS CREDIT, LLCBy:Name:Title:REVOLVING CREDIT LENDERS FLEET RETAIL FINANCE INCBy:Name:Title:GMAC BUSINESS CREDIT, LLCBy:Name:Title:TRANCHE B LENDERBACK BAY CAPITAL FUNDING LLCBy:Name:Title: