**Exhibit 2.2****AMENDMENT AGREEMENT**     AMENDMENT (this “Amendment”), dated as of July 27, 2005, to the Agreement and Plan ofMerger and Reorganization (the “Agreement”), dated as of April 18, 2005, among Henry Birks& Sons Inc., a Canadian corporation (“Parent”), Birks Merger Corporation, a Delawarecorporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Mayor’s Jewelers,Inc., a Delaware corporation (the “Company”). Capitalized terms used but not definedherein shall have the meanings assigned to such terms in the Agreement.**WITNESSETH:**     WHEREAS, the parties have entered into the Agreement;     WHEREAS, pursuant to, and subject to the terms and conditions of, the Agreement, Parent andthe Company will enter into a business combination transaction pursuant to which Merger Sub willmerge with and into the Company;     WHEREAS, pursuant to and in accordance with Section 8.04 of the Agreement, the parties wish toamend the Agreement as set forth in this Amendment;     NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for othergood and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree asfollows:     Section 1. Amendment to Section 7.02 of the Agreement. The following shall be added asparagraph (f) to Section 7.02 of the Agreement:     The Company shall have issued to Joseph A. Keifer, Marco Pasteris and CarloCoda-Nunziante an aggregate of 125,752 Company Warrants with an exercise price equal to theclosing sale price of Company Common Stock on the AMEX on the date of issuance of suchCompany Warrants.     Section 2. Amendment to Section 7.03 of the Agreement. Paragraph 7.03(j)(i) of theAgreement is amended and restated in its entirety to read as follows:     Each Warrant Agreement, dated as of August 20, 2002, between Parent, and/or itsassignees, and the Company, shall be amended to delete Sections 7(a), (b), (c) and (d)thereof for no additional consideration to the holder, except as set forth in Section7.02(f) hereof.     Section 3. Amendment to Exhibit 7.03(f)(i) of the Agreement. Exhibit 7.03(f)(i) ofthe Agreement is amended and restated in its entirety as attached as Exhibit 7.03(f)(i) hereof.
 

 
     Section 4. Amendment to Exhibit 7.03(f)(ii) of the Agreement. Paragraph 47 of Exhibit7.03(f)(ii) of the Agreement is amended and restated in its entirety to read as follows:     “Quorum     One (1) person present and holding or representing by proxy at least one (1) issued votingshare of the Corporation shall be the required quorum for the choice of a chairman of the meetingand for the adjournment of the meeting; for all other purposes, a quorum for any meeting (unless adifferent number of shareholders and/or a different number of shares are required to be representedby the Act or by the articles or by the by-law) shall be persons present being not less than two(2) in number and holding or representing by proxy at least 50% of the total voting rights attachedto the issued and outstanding shares entitled to vote at such meeting. If a quorum is present atthe opening of a meeting of the shareholders, the shareholders present may proceed with thebusiness of the meeting, notwithstanding that a quorum is not present throughout the meeting.”     Section 5. Entire Agreement. This Amendment constitutes the entire agreement of theparties hereto with respect to the subject matter hereof and supersedes all prior agreements andundertakings, both written and oral, among the parties with respect to the subject matter hereof.Except as amended by this Amendment, the Agreement shall continue in full force and effect.     Section 6. Severability. If any term or other provision of this Amendment is invalid,illegal or incapable of being enforced by any Law or public policy, all other terms and provisionsof this Amendment shall nevertheless remain in full force and effect so long as the economic orlegal substance of the transactions contemplated by this Amendment is not affected in any mannermaterially adverse to any party. Upon such determination that any term or other provision isinvalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faithto modify this Amendment so as to effect the original intent of the parties as closely as possiblein an acceptable manner in order that the transactions contemplated by this Amendment areconsummated as originally contemplated to the greatest extent possible.     Section 7. Counterparts. This Amendment may be executed and delivered (including byfacsimile transmission) in one or more counterparts, and by the different parties hereto inseparate counterparts, each of which when executed shall be deemed to be an original but all ofwhich taken together shall constitute one and the same agreement.     Section 8. Governing Law. This Agreement shall be governed by, and construed inaccordance with, the Laws of the State of Delaware applicable to contracts executed in and to beperformed in that State.
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     IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to beexecuted as of the date first written above by their respective officers thereunto duly authorized.      HENRY BIRKS & SONS INC.