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Exhibit 10.2

FIRST AMENDMENT TOREVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT

FIRST AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of June
6, 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, capitalized terms defined therein having the same
meanings herein as therein), pursuant to which the Lenders have extended credit to the Borrowers on
the terms and subject to the conditions set forth therein; and

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

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 the Credit Agreement.

§1.1Amendment to §1.1 of the Credit Agreement. §1.1 of
the Credit Agreement is hereby amended as follows:

(a) The definition of Fiscal is hereby amended by deleting the word January and
inserting in lieu thereof the word March in the penultimate line thereof and adding the
following sentence immediately at the end of such definition:

The fiscal year ended March 29, 2003 shall be comprised of five fiscal quarters.
The fifth fiscal quarter shall commence on February 2, 2003 and end on March 29,
2003 and any reference to a Fifth 2002 Fiscal Quarter shall constitute a
reference to such period commencing February 2, 2003 and ending on March 29, 2003.





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(b) The definition of EBITDA is hereby amended by inserting, immediately before the
period (.) at the end thereof, the following text:

; provided further, that any extraordinary charges resulting from any change to
the fiscal year of Mayors or its Subsidiaries shall be excluded from the
calculation of EBITDA.

(c) The table set forth below the definition of Minimum EBITDA in §1.1 of the
Credit Agreement is hereby replaced in its entirety with the table below:

Reference Period Ended
    
    Minimum EBITDAFourth 2002 Fiscal Quarter ended February 2, 2003
    
    
    ($441,000
    )Fifth 2002 Fiscal Quarter ended March 29, 2003
    
    
    ($3,636,000
    )First 2003 Fiscal Quarter ended June 28, 2003
    
    
    ($7,577,000
    )Second 2003 Fiscal Quarter ended September 27, 2003
    
    
    ($9,564,000
    )Third 2003 Fiscal Quarter ended December 27, 2003
    
    
    ($7,603,000
    )Fourth 2003 Fiscal Quarter ended April 3, 2004
    
    
    ($6,074,000
    )First 2004 Fiscal Quarter ended July 3, 2004
    
    
    ($4,053,000
    )Second 2004 Fiscal Quarter ended October 2, 2004
    
    
    ($1,191,000
    )Third 2004 Fiscal Quarter ended January 1, 2005
    
    $
    3,725,000Fourth 2004 Fiscal Quarter ended April 2, 2005
    
    $
    5,426,000First 2005 Fiscal Quarter ended July 2, 2005
    
    $
    6,840,000


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(d) The definition of Reference Period is hereby amended by (i) inserting
immediately after the text provided, however, the text (i), and
(ii) inserting immediately before the period (.) at the end thereof, the following
text:

and (ii) that the Fifth 2002 Fiscal Quarter which shall commence on February 2, 2003
and end on March 29, 2003 shall be deemed a fiscal quarter for purpose of calculation of
the Reference Period.

§1.2Amendment to §7.4.1 of the Credit Agreement.§7.4.1
of the Credit Agreement is hereby amended by deleting the text Saturday of each year
closest to January 31 and inserting in its place the text Saturday of each year closest
to March 31

§1.3Amendment to §10.2 of the Credit Agreement. §10.2
of the Credit Agreement is hereby amended by replacing the table therein with the table
below:

Fiscal Quarter
    
    PercentageFourth 2002 Fiscal Quarter ended February 2, 2003
    
    
    3.0
    %Fifth 2002 Fiscal Quarter ended March 29, 2003
    
    
    9.4
    %First 2003 Fiscal Quarter ended June 28, 2003
    
    
    8.9
    %Second 2003 Fiscal Quarter ended September 27, 2003
    
    
    8.5
    %Third 2003 Fiscal Quarter ended December 27, 2003
    
    
    10.1
    %Fourth 2003 Fiscal Quarter ended April 3, 2004
    
    
    11.4
    %First 2004 Fiscal Quarter ended July 3, 2004
    
    
    10.9
    %Second 2004 Fiscal Quarter ended October 2, 2004
    
    
    10.5
    %Third 2004 Fiscal Quarter ended January 1, 2005
    
    
    10.1
    %Fourth 2004 Fiscal Quarter ended April 2, 2005
    
    
    11.4
    %First 2005 Fiscal Quarter ended July 2, 2005
    
    
    10.9
    %


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§2.Limited Waiver.The Borrowers have informed the Lenders that they wish to
change the date of the end of their fiscal year from the Saturday of each year closest to January
31 to the Saturday of each year closest to March 31. In response to the Borrowers request, the
Lenders hereby waive compliance with section 9.10 of the Credit Agreement solely to the extent
necessary to permit such change to the fiscal year end date of [? the Saturday closest to ?]March
31. Nothing contained in this waiver shall be construed to imply a willingness on the part of the
Lenders to grant any similar or other future waivers of any of the terms and conditions of the
Credit Agreement or the other Loan Documents.

§3. RepresentationsandWarranties.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 §4 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 and the Credit Agreement and 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 or the Credit Agreement or 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.

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(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 Event of Default or Default.

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

§4.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 parties thereto
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.

§5. MiscellaneousProvisions.

(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.

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(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.]

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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, INC. |       
| | By:                    |        | 
| |                        | Name:  | 
| |                        | Title: |  | 
|

| |                        |        |  | 
| | ---------------------- | ------ |  | 
| | MAYORS JEWELERS, INC. |       
| | By:                    |        | 
| |                        | Name:  | 
| |                        | Title: |  | 
|

| |                          |        |  | 
| | ------------------------ | ------ |  | 
| | JBM RETAIL COMPANY, INC. |       
| | By:                      |        | 
| |                          | Name:  | 
| |                          | Title: |  | 
|

| |                       |        |  | 
| | --------------------- | ------ |  | 
| | JBM VENTURE CO., INC. |       
| | By:                   |        | 
| |                       | Name:  | 
| |                       | Title: |  | 
|

| |                                                        |        |  | 
| | ------------------------------------------------------ | ------ |  | 
| | MAYORS JEWELERS INTELLECTUAL
PROPERTY HOLDING
COMPANY |       
| | By:                                                    |        | 
| |                                                        | Name:  | 
| |                                                        | Title: |  | 

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| |  |  |  | 
| |  |  |  | 

| |                                                  |        |  | 
| | ------------------------------------------------ | ------ |  | 
| | ADMINISTRATIVE AGENT
FLEET RETAIL FINANCE INC. |       
| | By:                                              |        | 
| |                                                  | Name:  | 
| |                                                  | Title: |  | 
|

| |                                               |        |  | 
| | --------------------------------------------- | ------ |  | 
| | SYNDICATION AGENT
GMAC BUSINESS CREDIT, LLC |       
| | By:                                           |        | 
| |                                               | Name:  | 
| |                                               | Title: |  | 
|

| |                                                      |        |  | 
| | ---------------------------------------------------- | ------ |  | 
| | REVOLVING CREDIT LENDERS
FLEET RETAIL FINANCE INC. |       
| | By:                                                  |        | 
| |                                                      | Name:  | 
| |                                                      | Title: |  | 
|

| |                           |        |  | 
| | ------------------------- | ------ |  | 
| | GMAC BUSINESS CREDIT, LLC |       
| | By:                       |        | 
| |                           | Name:  | 
| |                           | Title: |  | 
|

| |                                                  |        |  | 
| | ------------------------------------------------ | ------ |  | 
| | TRANCHE B LENDER BACK 
BAY CAPITAL FUNDING LLC |       
| | By:                                              |        | 
| |                                                  | Name:  | 
| |                                                  | Title: |  | 
|

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