**Exhibit 10.1****EMPLOYMENT AGREEMENT**     This Agreement shall be effective as of August 1, 2005 (The “Effective date”) by and betweenMichael Rabinovitch (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the“Company”).     **WHEREAS**, the Executive declares not being prevented from working as such in the United Statesand Canada;     **NOW, THEREFORE**, in consideration of the foregoing and of the respective covenants andagreements, the parties agree as follows:**Position, Responsibilities and Term of Agreement**     1.1 Employment and Duties. Subject to the terms and conditions of this Agreement, theCompany employs the Executive to serve on the Senior Management Team as the Senior Vice Presidentand Chief Financial Officer reporting to the President & Chief Executive Officer and the Executiveaccepts such employment and agrees to perform in a diligent, careful and proper manner suchreasonable responsibilities and duties commensurate with such position as may be assigned to theExecutive. The title and responsibilities and duties may be changed from time to time so long asthe Executive continues to be a member of the Senior Management team and are consistent with hisskills and experience. Executive agrees to devote substantially all business time and efforts toand give undivided loyalty to the Company.     1.2 Place of work: The Executive shall be based in South Florida, provide hisservices to the Company primarily in Florida and with the need to travel to Montreal twice permonth (one full week and one partial week) and any other traveling needs required by the position.     1.3 Effective Date. Subject to the provisions of this Agreement, this Agreement shallstart on August 1st, 2005 (“Effective Date”) and shall continue (the “Term”) unlessotherwise terminated as provided for in this Agreement.**2.****Compensation**     2.1 Base Salary. During the Term of this Agreement, the Company shall pay theExecutive an annual gross base salary of $300,000 less all applicable deductions, taxes, andwithholdings, payable in the manner dictated by the Company’s standard payroll policies. TheExecutive may be eligible to receive annual base salary increases as determined at the Company’sdiscretion based upon the Executive’s performance and the Company’s performance. In no event shallExecutive’s gross base salary be less than $300,000.
 

 
     2.2 Incentive Compensation     “Fiscal Year” in this Agreement shall mean such period of approximately 12 months defined as suchfrom time to time by the Company’s Board of Directors. The first Fiscal Year is from March 27,2005, to March 25, 2006. In the event of any change in the definition “Fiscal Year” it should notadversely affect any bonus payment or other compensation based or calculated on the Fiscal Year.          a) Annual Cash Bonus. For each Fiscal Year of the Company through which the Executiveremains an active employee of the Company, the Executive will have the opportunity to earn a bonusbased on achievement of a targeted level of performance, as reflected in the annual bonus letterand based on performance criteria set by the Company. For the Fiscal Year ending March 25, 2006,and each Fiscal Year thereafter, the target bonus is 50 % of the Base Salary. For Fiscal Yearending March 25, 2006, the target bonus amount will be prorated for that portion of the fiscal yearworked. For Fiscal Year ending March 25, 2006 only, the Executive shall receive an annual cashbonus equal to the greater of: (i) a guaranteed payment of $75,000; or (ii) the target bonusprorated for the portion of the Fiscal Year worked. The Executive will need to be an activeemployee continuously from the Effective Date through June 30, 2006 in order to receive thepayment. In addition, the Executive will receive a one time signing bonus of $35,000 to be paid onSeptember 1, 2005 and the Executive must be an active employee continuously from the effective datethrough September 1, 2005 to receive this payment. On an ongoing basis, the minimum bonus pay outfor any Fiscal Year is $0 and the maximum bonus pay out for any Fiscal Year is the maximum allowedunder the then current Management Bonus Plan.          b) Long-term Incentive Awards. For each Fiscal Year of the Company through which theExecutive remains an active employee of the Company, the Executive may be considered for along-term incentive award of Mayor’s units subject to the approval of the Board of Directors andsubject to any specific conditions as may be stated by the Board of Directors and-or the Long-TermIncentive Plan. This award, if granted, will vest over a multi-year period as may be approved bythe Board of Directors or stated in the Long-Term Incentive Plan. For the Fiscal Year ending March25, 2006 the Executive will be granted the equivalent of 250,000 Mayors units or the equivalentnumber of Birks units which approximate 21,739 units (whether stock options, SAR’s, phantom stock,etc,) with a 3 year vesting period. The grant and pricing of these units will be subject to theearlier of the following two events: approval by the Board of Directors or as soon as possibleonce the financial reorganization of Birks and Mayors is completed and the Company is authorized togrant Long Term Equity Incentives.     2.3 Participation in Benefit Plans and Associate Discount Policy. If acceptable bythe Company’s group insurers, the Company will provide the Executive with the group insurancecoverages (as of September 1, 2005), currently including life,
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dental and medical insurance benefits, the cost of which shall be borne by the Companyaccording to the prevailing policies applicable to other Senior Management members. The Executivewill also be provided an additional annual benefit payment in the amount of $15,000, paid on aquarterly basis. In addition, the Executive will be entitled to participate in the Company’sAssociate Discount Policy. The Company may, at its discretion, modify said policies from time totime. Nothing paid to the Executive under any plan, policies or arrangement presently in effect ormade available in the future shall be deemed to be in lieu of other compensation to the Executivehereunder as described in this Section 3.     2.4 Vacation Days. The Executive shall be entitled to twenty days of vacation foreach Fiscal Year consistent with the Company’s vacation policy for Senior Management officers. Thevacation days are earned for a given Fiscal Year during that same Fiscal Year; as a result, for anyportion of a Fiscal Year worked, the vacation shall be prorated on the basis of the number of daysworked during the Fiscal Year. Unused vacation days may not be carried over from year to year.     2.5 Expenses. During the term of employment hereunder, the Executive shall beentitled, without duplication, to receive reimbursement for all reasonable and approved businessexpenses incurred by the Executive in accordance with the policies and procedures established bythe Company. In addition but without duplication, the Executive shall receive the following grossall-inclusive allowances:          a) Car Allowance: The Executive shall be entitled to a car allowance all-inclusive lump sumamount equal to $800 per month in accordance with the car allowance policy applicable to othermembers of Senior Management as may be amended from time to time. Any other automobile costs orexpenses including, without limitation, maintenance, insurance, repairs, lease or financing costs,and mileage, are the sole responsibility of the Executive.          b) One Time Reimbursement of Benefits: The Executive shall be entitled to a one-timereimbursement of a maximum of $1,000 after submission of receipts for the coverage of benefitsduring the waiting period.          c) One Time Legal Allowance: The Executive will be provided a one time allowance of up to$1,000 for the legal costs related to the review of this employment agreement.It is understood that to the extent these provisions generate taxable benefit for income taxpurposes, these taxes will be the sole responsibility of the Executive.**3.****Termination**     3.1 Certain Definitions. For purposes of this Agreement, the following terms have themeanings indicated:          a) “Cause” shall mean: (i) the willful and continued failure by the Executive tosubstantially perform the Executive’s duties for the Company (other than any such failure resultingfrom the Executive’s incapacity due to physical or mental
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illness, or any such actual or anticipated failure after the Executive announces hisintention to resign for Good Reason), (ii) the willful engaging by the Executive in misconductwhich is financially injurious to the Company, or (iii) the Executive’s conviction or a pleading ofguilty or nolo contendre with respect to the commission of a felony or a crime involving bad faithor dishonesty; (iv) the Executive’s insubordination; (v) any breach by the Executive of anymaterial term of this Agreement or any other written agreement between the Executive and theCompany; or (vi) the Executive’s material violation of any of the Company’s policies. No act, orfailure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to bedone, by the Executive not in good faith and without reasonable belief that the action or omissionwas in the best interest of the Company.          b) “Code” shall mean the Internal Revenue Code of 1986, as amended.          c) “Disability” shall mean the Executive’s inability to perform the Executive’s duties byreason of mental or physical disability for at least ninety (90) days in any three-hundredsixty-five (365) day period. In the event of a dispute as to whether the Executive is disabledwithin the meaning hereof, either party may from time to time request a medical examination of theExecutive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement ofthe parties, or as the parties may otherwise agree, and the written medical opinion of such doctorshall be conclusive and binding upon the parties as to whether the Executive has become disabledand the date when such disability arose. The cost of any such medical examination shall be borneby the Company.          d) “Good Reason” shall mean (i) the Executive ceases to be a member of the Senior Managementof the Company, or (ii) the Company materially breaches any material provision of this Agreementincluding, but not limited to the Company requiring the relocation of the Executive outside SouthFlorida. In the event of a resignation for Good Reason, Executive must provide the Company with awritten “Notice of Resignation for Good Reason.” The “Notice of Resignation for Good Reason” shallinclude the specific section of this Agreement which was relied upon and the reason that theCompany’s act or failure to act has given rise to the Executive’s resignation for Good Reason.     3.2 Termination Without Cause, Resignation with Good Reason or a Required Relocationoutside South Florida.          a) Executive may terminate this Agreement by giving the Company written notice of suchtermination in accordance with Section 6.2 at least 90 days prior to the termination date, unless ashorter period is agreed upon between the parties.          b) In the event at any time of (i) the termination of the employment of the Executive withoutCause (for any reason other than by Death or Disability) or (ii) the resignation of the Executivefor an event constituting Good Reason, or (iii) the required
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relocation of the Executive outside South Florida, the Company shall pay or provide to theExecutive only the following:               (i) Any earned and accrued but unpaid installment of base salary through the date of theExecutive’s resignation or termination at the rate in effect immediately prior to such resignationor termination (or the rate in effect immediately prior to the occurrence of an event thatconstitutes Good Reason, whichever is greater) and all other unpaid amounts to which the Executiveis entitled as of such date under any compensation plan or program of the Company (includingpayment for any vacation time not taken during the year in which termination occurs and anyreimbursements not yet paid but due for business expenses previously incurred), such payments to bemade in a lump sum within 15 days following the date of resignation or termination; and               (ii) The amount the Executive would have been entitled to pursuant to Section 2.2(a), hadExecutive remained employed through the end of the Fiscal Year in which termination occurs,multiplied by a fraction, the numerator of which is the number of days from the beginning of suchFiscal Year to the date of termination, and the denominator of which is 365, such amount to be paidno later than the time annual bonuses are paid to other executives of the Company; and               (iii) In lieu of any further salary payments to the Executive for periods subsequent to hisdate of resignation or termination, the Executive will receive six (6) months of salarycontinuation at the same rate of base salary in effect immediately prior to the Executive’sresignation or termination (or the base salary in effect immediately prior to the occurrence of anevent that constitutes Good Reason, whichever is greater). The Company will make the salarycontinuation payments, less applicable taxes and other withholding, on the Company’s regularpayroll dates. In the event the Company terminates the Executive without cause, the Company may atits sole discretion, require the Executive to continue providing services for a three (3) monthworking notice period while said salary continuation payments are being made and such continuationof services by the Executive shall not serve to extend the six-month salary continuation period;and               (iv) The Company shall maintain in full force and effect for the period described in Section3.2(b)(iii), following the date of the Executive’s resignation or termination, health and dentalprograms (not life or disability programs) in which the Executive was entitled to participateeither immediately prior to the Executive’s resignation or termination or immediately prior to theoccurrence of an event that constitutes Good Reason, provided that the Executive’s continuedparticipation is possible under the general terms and provisions of such plans and programs. Ifapplicable, to the extent Cobra is available, the Company’s obligations are satisfied by paying theExecutive’s monthly premiums for the period described in Section 3.2(b)(iii) under Cobra, and thenthe Executive may continue the Cobra coverage at the Executive’s expense;
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               (v) As a condition to his entitlement to receive termination payments under subsections (ii) –(iv) of this Section, the Executive shall have executed and delivered to the Company a releasesubstantially in the form attached hereto as Exhibit A.          c) Notwithstanding the foregoing, in the event the aggregate amount of all payments that theExecutive would receive pursuant to Section 3.2(b) plus payment to be made to the Executive outsidethis Agreement would result in an excess “parachute payment” (as defined in Section 280G(b)(2) ofthe Code) but for this Section 3.2(b), as determined in good faith by the Company, the aggregateamount of the payments required to be paid to the Executive pursuant to this Section 3.2(b) shallbe reduced to the largest amount that would result in no portion of any payment to the Executivebeing subject to the excise tax imposed by Section 4999 of the Code.For greater clarity, except as set forth above, no other payment whatsoever shall be due by theCompany to the Executive.     3.3 Termination for Cause, Disability, Death or Resignation without Good Reason. Inthe event of the Executive’s termination of employment for Cause, Death or Disability or hisresignation without Good Reason, only the amounts set forth in clause (i) of Section 3.2(b) shallbe payable to the Executive, provided that in the event of Death and Disability, the amount setforth in clause (ii) of Section 3.2(b) shall be payable as well.     3.4 Withholding. The Company shall have the right to deduct from any amounts payableunder this Agreement an amount necessary to satisfy its obligation, under applicable laws, towithhold income or other taxes of the Executive attributable to payments made hereunder.**4.****Non-Competition/Confidentiality**     4.1 The Executive agrees that during the Executive’s employment with the Company, and for asix-month period thereafter, the Executive will not, directly or indirectly, do or suffer any ofthe following:          a) Own, manage, control or participate in the ownership, managementor control of, or be employed or engaged by or otherwise affiliated or associated (collectively,“Employed”) as a consultant, independent contractor or otherwise with, any other corporation,partnership, proprietorship, firm, association, or other business entity, or otherwise engage inany business, which is engaged in any manner in, or otherwise competes with, the business of theCompany or any of its affiliates (as conducted on the date the Executive ceases to be employed bythe Company in any capacity, including as a consultant) (a “Prohibited Business”) in the UnitedStates of America or any of the foreign countries in which the Company or any of its affiliates isdoing business (a “Competing Business”) for so long as this Section 4.1(a) shall remain in effect,nor solicit any person or business that was at the time of the Executive’s termination of
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employment, or within one year prior thereto, a customer or supplier of the Company or any of itsaffiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not bedeemed to be Employed by a Competing Business if the Board or a committee of the Board determinesthat the Executive has established by clear and convincing evidence all of the following: (A) suchentity (including its affiliates in aggregate) does not derive Material Revenues (as definedbelow) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliatesin aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C)Executive has no direct responsibility for or otherwise with respect to any Prohibited Business;for purposes of this clause (a), “Material Revenues” shall mean that 5% or more of the revenues ofthe entity (including its affiliates in aggregate) are derived from the aggregate of all ProhibitedBusinesses; an entity shall be deemed a “Competitor” of the Company and its affiliates if thecombined gross receipts of the entity (including its affiliates in aggregate) from any ProhibitedBusiness is more than 25% of the gross receipts of the Company and its affiliates in suchProhibited Business; and an “affiliate” of an entity is any entity controlled by, controlling orunder common control with the entity;          b) Employ, assist in employing, or otherwise engage in business with any present executive,officer, employee or agent of the Company or its affiliates;          c) Induce any person who is an executive, officer, employee or agent of the Company, or anymember of the Company or its affiliates, to terminate their relationship with the Company or any ofits affiliates; and          d) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, incompetition with, or contrary to the interests of, the Company, or any member of the Company or itsaffiliates, the customer lists, manufacturing and marketing methods, product research orengineering data, vendors, contractors, financial information, business plans and methods or otherconfidential business information or trade secrets of the Company, or any member of the Company orits affiliates, it being acknowledged by the Executive that all such information regarding thebusiness of the Company or its affiliates compiled or obtained by, or furnished to, the Executivewhile the Executive shall have been employed by or associated with the Company is confidentialinformation and the Company’s exclusive property (it being understood, however, that theinformation publicly disclosed by the Company shall not be subject to this Section 4.1(d), providedthat such information may not be used in connection with any of the activities prohibited underclauses (a), (b) and (c) of this Section 4.1 for so long as such clauses remain in effect).     4.2 Upon the termination of the Executive’s employment with the Company, or at any time uponthe request of the Company, the Executive (or the Executive’s heirs or personal representatives)shall deliver to the Company (a) all documents and materials (including, without limitation,computer files) containing confidential information relating to the business and affairs of theCompany and its direct and indirect subsidiaries, and (b) all documents, materials and otherproperty (including, without limitation, computer files) belonging to the Company or its direct orindirect subsidiaries, which in either case are in the possession or under the control of theExecutive (or Executive’s heirs or personal representatives).
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     4.3 The Executive expressly agrees and understands that the remedy at law for any breach bythe Executive of any of the provisions of this Section 4 will be inadequate and that damagesflowing from such breach are not readily susceptible to being measured in monetary terms.Accordingly, it is acknowledged that upon adequate proof of the Executive’s violation of anylegally enforceable provision of this Section 4, the Company shall be entitled to immediateinjunctive relief and may obtain a temporary order restraining any threatened or further breach.Nothing in this Section 4 shall be deemed to limit the Company’s remedies at law or in equity forany breach by the Executive of any of the provisions of this Section 4, which may be pursued oravailed of by the Company.     4.4 In the event the Executive shall violate any legally enforceable provision of this Section4 as to which there is a specific time period during which he/she is prohibited form taking certainactions or from engaging in certain activities, as set forth in such provision, then, suchviolation shall toll the running of such time period from the date of such violation until suchviolation shall cease; provided, however, the Company shall seek appropriate remedies in areasonably prompt manner after discovery of a violation by the Executive.     4.5 The Executive has carefully considered the nature and extent of the restrictions uponhim/her and the rights and remedies conferred upon the Company under this Section 4, and herebyacknowledges and agrees that the same are reasonable in time and territory, are designed toeliminate competition which otherwise would be unfair to the Company, are designed to not stiflethe inherent skill and experience of the Executive, would not operate as a bar to the Executive’ssole means of support, are fully required to protect the legitimate interests of the Company and donot confer a benefit upon the Company disproportionate to the detriment to the Executive.     4.6 If any court or arbitrators determine that any of the covenants contained in this Section4 (the “Restrictive Covenants”), or any part thereof, is unenforceable because of the duration orgeographical scope of such provision, the duration or scope of such provision, as the case may be,shall be reduced so that such provision becomes enforceable and, in its reduced form, suchprovision shall then be enforceable and shall be enforced.     4.7 The Company and the Executive intend to and hereby confer jurisdiction to enforce theRestrictive Covenants upon the courts of South Florida. If the courts of any one or more or suchjurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breach of scope orotherwise, it is the intention of the Company and the Executive that such determination not bar orin any way affect the Company’s right to the relief provided above in the courts of any otherjurisdiction within the geographical scope of such Restrictive Covenants as to breaches of suchRestrictive Covenants in such other respective jurisdiction, such Restrictive Covenants as theyrelate to each jurisdiction being, of this purpose, severable, diverse and independent covenants,subject, where appropriate, to the doctrine of *res judicata*.
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     The term “affiliates” in this Section 4 when used in referencing affiliates of the Companyincludes, but is not limited to, Henry Birks & Sons, Inc.**5.****Assignment**. The rights and obligations of the parties under this Agreement shall not beassignable by either the Company or the Executive, provided that this Agreement is assignable bythe Company to any affiliate of the Company, to any successor in interest to the business of any ofthe Company, or to a purchaser of all or substantially all of the assets of any of the Companyincluding without limitation by way of merger or stock purchase.**6.****Miscellaneous.**     6.1 Governing Law. This Agreement shall be construed in accordance with and governedfor all purposes by the laws of the State of Florida.     6.2 Notices. Any notice, request, or instruction to be given hereunder shall be inwriting and shall be deemed given when personally delivered or three days after being sentby United States certified mail, postage prepaid, with return receipt requested to, theparties at their respective addresses set forth below:a)    To the Company:Mayor’s Jewelers, Inc.