<PAGE>

                                                                   Exhibit 10.13

                                   LOAN OFFER

2002- 11- 27
File D104555

           THIS OFFER LETTER TERMINATES AND REPLACES THE OFFER ISSUED
                ON OCTOBER 21, 2002 AND THAT OF NOVEMBER 11, 2002

FROM: LA FINANCIERE DU QUEBEC, company created pursuant to the Loi sur
Investissement Quebec et sur La Financiere du Quebec (L.R.Q., c.l-16.1, as
modified by chapter 69 of the laws of 2001), whose head office is located at
1200, route de L'EGLISE, BUREAU 500, SAINTE-FOY (QUEBEC), G1V 5A3, with an
office on 393, rue Saint-Jacques, bureau 500, Montreal (Quebec), H2Y 1N9,
herein referred to as La Financiere.

TO: HENRY BIRKS & FILS INC., duly constituted individual company whose head
offices are located at 1240, Square Phillips, Montreal (Quebec) H3B 3H4, herein
referred to as the Company.

1- LOAN

La Financiere offers to the Company a loan of four million five hundred thousand
dollars (CAN $4,500,000), herein referred to the Loan, under the terms and
conditions set forth herein.

2- AGREEMENT

The acceptance of this loan offer by the Company constitutes an agreement that
binds La Financiere and the Company.

3- PROJECT

3.1- The loan is offered only for the project of acquiring an American jewelry
chain, herein referred to as the Project, which, including the financing, is
structured as follows:

PROJECT

<TABLE>
<S>                                                               <C>
Acquisition of at least 71% of the shares of Mayor's              $23,540,000
Jewellers Inc.
                                                                  -----------
                                               TOTAL              $23,540,000
                                                                  -----------
</TABLE>

FINANCING

<TABLE>
<S>                                                               <C>
Regaluxe Investments S.A.R.L. (US $6,000,000)                     $ 9,480,000
Marco Pasteris (US $50,000)                                       $    80,000
Prime Investments S.A. (US $6,000,000)                            $ 9,480,000
Loan from LA FINANCIERE                                           $ 4,500,000
                                                                  -----------
                                       TOTAL                      $23,540,000
                                                                  -----------
</TABLE>

3.2- The project must be completed before October 30, 2002 and, for the purposes
hereof, the date of the project execution will be the aforementioned date.

4- DISBURSEMENT

4.1   La Financiere will make the loan in a single disbursement, during the
      period of execution of the Project, if the Company has not failed to
      comply with any of the terms and conditions of this offer. The
      disbursement will be made according to the actual expenses of the project,
      so as to respect the proportion of the loan with respect to the Project's
      admissible expenses.

5- COMMITMENTS TO BE MET PRIOR TO THE DISBURSEMENT OF FUNDS

5.1- The disbursement of the loan will only take place when La Financiere has
obtained, to its satisfaction:

<PAGE>

5.1.1- Written confirmation of the Company of having obtained:

5.1.1.1- An investment by PRIME INVESTMENTS S.A. and Regaluxe Investments
S.A.R.L. of twelve million dollars (US $12,000,000) (approximately nineteen
million dollars (CAN $19,000,000);

5.1.1.2- The transaction with Mayor's Jewellers Inc.

5.1.2- Recent compliance  and clearance certificates;

5.1.3- The securities set out under the heading "SECURITIES", with their
registration confirmation, as applicable:

5.1.4- The legal advice of external consultants concerning: the Company, its
corporate status and its borrowing powers, the validity of the securities set
out under the heading "SECURITIES", as applicable, their rank, the Company's
capacity to accept them and any other item La Financiere may require;

5.2- Prior to the disbursement of the loan, the Company must have delivered to
La Financiere, in a fashion that the latter may deem convenient, a report on the
level of execution of the Project and, upon request, a certificate of its
external auditors.

6- OTHER COMMITMENTS

Notwithstanding anything to the contrary, it is agreed that the financial ratios
referred to in Section 6.11, 6.12 and 6.14 will only be calculated once a year
base on the yearly Financial Statements.

6.1- From the date of acceptance of this offer and during the period the loan is
effective or as long as La Financiere has the option to purchase shares or as
long as remains a shareholder of the Company, as applicable, the latter commits
itself to:

6.1.1- Maintaining a minimum working capital ratio of one point fifteen (1.15);

6.1.2- Maintaining an accumulated debt ratio at the maximum equity level of one
point eighty-five (1.85);

6.1.3- Should the Company fail to fulfill its obligations and/or repay any
amount due, as per the terms hereof, authorize, on request, the presence as an
"observer", on its administration board, of a representative assigned by La
Financiere, on the grounds that said representative must be accepted by the
Company (which cannot refuse a representative assigned by La Financiere without
a plausible reason) who will sign a confidentiality, non-competition and
non-solicitation agreement whose terms must be agreed upon and to the
satisfaction of La Financiere and the Company. The Company agrees to hand to
said representative-observer a copy of any notice of meeting, as well as all the
documents handed to the managers, the notification having to be simultaneous to
that of the other managers;

6.1.4- Maintaining, at all times, a minimum equity of thirty million dollars
(CAN $30,000,000). The minimum equity will be calculated on the basis of the
Company's non-consolidated financial statements (without the consolidation
effect of Mayor's Jewellers Inc.'s results)

6.1.5- Notwithstanding the provisions of Section 7.7 of the Annex "General Terms
and Conditions of Loan," not to pay dividends, except in the following cases:

6.1.5.1- If the Company makes a net profit after taxes at the end of the
financial year; nevertheless, the dividend amount will not exceed one-third of
the generated net profit and the financial ratios of the working capital and the
accumulated debt/ equity and of minimum equity in the pro-forma of payment of
dividends, must be respected. Should the Company make a net profit and must pay
a dividend higher than the

<PAGE>

aforementioned calculations, it commits itself to repaying the loan in an amount
equivalent to said dividend, provided that said ratio be respected. Finally, if
during the financial year the Company does not use its privilege to pay
dividends, this amount will serve as a reserve to increase the redistribution of
dividends during subsequent years;

6.1.5.2- Should the Company be subject to a takeover bid (TOB), the financial
ratios of the working capital and the long-term liability/equity and minimum
equity in the pro-forma of payment of dividends, must be respected.

7- INTEREST RATE

7.1- The loan will generate interest, as of each disbursement, at a monthly rate
calculated on a monthly basis that is equal to the weekly, variable rate used by
La Financiere. This rate is currently set as a reference only, at 6 per cent
(6%) annually.

7.2- For the purposes hereof, the weekly, variable rate used by La Financiere
equals the preferential, average rate of six (6) Canadian chartered banks
selected by La Financiere, expressed on an annual basis, plus one and a half
percent (1.5 %). This rate is revised once a week and therefore changes every
week.

7.3- The Company accepts as of now any variation in the interest rate La
Financiere may determine from time to time, which La Financiere will consider in
calculating the interest on the loan. Any bill sent to the Company by La
Financiere will constitute an irrefutable proof of the accuracy of such
calculation, unless La Financiere is otherwise notified by the Company within
ten (10) days of receipt of said bill.

7.4- As of the last disbursement of the loan, the Company will be allowed to
request, in writing, that La Financiere change the weekly, variable rate applied
to a loan at the effective rate, in due time.

7.5- In the event that a change of the weekly, variable rate to a fixed rate is
requested, the new rate will remain in effect for five (5) years, as of the date
of the effective conversion, and it will automatically correspond to the new
effective fixed rate of La Financiere until the expiration of this period of
five (5) years, and so on, in five-year periods, until the end of the repayment
period. Nevertheless, the Company will be entitled, at least 1 month before the
deadline for each period of 5 years, to make a written request to La Financiere
that the Loan generate interest at the weekly, variable rate effective at La
Financiere at that time. If the Company has already opted for the weekly,
variable rate, it may at any time return to the fixed rate in effect at La
Financiere at the time of its request, and this rate will remain in effect for a
period of five (5) years.

7.6- If the Company requests that La Financiere change the weekly, variable rate
applied to the loan to the fixed rate, it immediately accepts that this fixed
rate is the one used by La Financiere at the moment of the actual conversion of
the weekly, variable rate to a fixed rate, provided that the latter has not
risen since the date of the conversion request. Otherwise, the Company will
benefit from a delay of twenty-four (24) hours, from the date it is notified by
La Financiere of the new rate in effect to accept or refuse, in writing, the new
rate.

7.7- La Financiere reserves a maximum delay of 3 months to perform the
conversion of the weekly, variable rate to the fixed rate, insofar as the fixed
rate funds are made available to La Financiere in conditions it deems
acceptable.

8- PAYMENT OF INTEREST

The Company will pay interest at the rate agreed upon under the heading
"INTEREST RATE" on the last day of each month as of the last day of the month
following the first disbursement of the loan.

9- REPAYMENT OF THE LOAN

<PAGE>

9.1- The Company will repay the capital of the Loan from the month following the
disbursement of the loan, in eighty-four (84) monthly, equal and consecutive
installments of fifty-three thousand five hundred seventy-one dollars and
forty-three cents ($53,571.43) each, payable on the last day of each month.

9.2- For the purposes of the repayment of the loan performed, using debit manual
or electronic transactions from the bank account of the Company, as provided for
in Section 6 of the Annex entitled "GENERAL TERMS AND CONDITIONS OF THE LOAN,"
the Company confirms that at the acceptance date of this offer, it does business
with the bank or financial institution whose name appears on the cheque attached
hereto in payment of the commitment fee set out under the heading "COMMITMENT
FEE."

10- ADVANCED PAYMENT

10.1- The Company will be allowed to fully or partially repay the Loan before
term at any time and without notice, as follows:

10.1.1- Without an indemnity, if the Loan generates interest at a variable rate.

10.1.2- By paying an indemnity equal to 3 months' interest on the amount repaid
before term if the Loan generates interest at the fixed rate.

11- REPAYMENT OF THE BALANCE

11.1- In the event that a balance remains due by the Company seven (7) years
after the date of the first (1sr) disbursement of the loan, the Company will
immediately repay said balance with all the due, unpaid interest at that date.

12- SHARE PURCHASE OPTION

12.1- In consideration of the Loan, the Company grants La Financiere the option
to purchase seventy thousand one hundred ninety-one (75,191) common capital
shares of its authorized capital stock that has not yet been issued for the
price of three dollars and six cents (CAN $3.06) per share, to be paid in cash,
herein referred to as the option, said shares representing one point one
thousand seven hundred sixty-nine percent (1.1769 %) of its issued participating
outstanding shares after the taking up of the option by La Financiere. For the
purposes of this offer, the voting shares that have at least the right to share
in the balance of claim of the Company's assets in case of liquidation are
considered as participating shares.

If the privileged shares stipulated in the Project are converted to common
capital stock before the full repayment of the loan, the option will be about
ninety-nine thousand four hundred twenty-eight (99,428) common capital shares of
its authorized capital stock that has not yet been issued for the price of four
dollars and fifty-two cents (CAN $4.52) per share, to be paid in cash, said
shares representing one point one thousand seven one hundred sixty-nine percent
(1.1769%) of its participating preferred issued outstanding shares after the
taking up of the option by La Financiere.

12.2 The Company declares that its authorized capital stock issued on the date
hereof is structured as follows:

<TABLE>
<CAPTION>
                                                                  AUTHORIZED
                CLASS OF SHARES                                   QUANTITY              AMOUNT ISSUED
                ---------------                                   --------              -------------
<S>                                                               <C>                   <C>
Common, voting and participating capital stock                    Unlimited                6,313,258
Outstanding shares, class A                                       2,034,578                2,034,578
Common, non-voting capital stock                                  Unlimited                       40
</TABLE>

12.3- Notwithstanding the provisions of 12.1, the Company accepts as of today
that La Financiere may modify the quantity of shares covered by the option and
the taking up price of said shares based on the audited financial statements of
the Company for its financial year ending March 31, 2002.

<PAGE>

12.4- La Financiere will be allowed to take up the option at any time by means
of five (5) days' written notice before the latest deadline of the following
events:

12.4.1- The first anniversary of the date of final repayment of the loan;

12.4.2- Ninety (90) days after La Financiere receives the audited financial
statements of the Company for the current financial year at the moment of the
final repayment of the Loan.

12.5- In the event that repayment is made before term, La Financiere will be
able to take up the option at any time, by means of five (5) days' notice before
the second anniversary of the date of total repayment of the Loan.

12.6- The terms, conditions and exercise modes of the option are detailed in the
Annex entitled "GENERAL TERMS AND CONDITIONS OF THE OPTION" that form an
integral part hereof.

13- COMMITMENT FEE

13.1- This offer is subject to the payment of management-related fees, herein
referred to as a Commitment Fee, of one percent (1%) of the amount of the Loan,
namely forty-five thousand dollars ($45,000).

13.2- La Financiere acknowledges having received the amount of twenty-two
thousand five hundred dollars ($22,500) as partial payment of the Commitment
Fee. This Commitment Fee, the balance of which must be paid to La Financiere
upon acceptance hereof, is not partially or fully repayable in any
circumstances.

13.3- Mere receipt of the Commitment Fee gives rise to no right in favour of the
Company and does not bind La Financiere to make any disbursement on the Loan,
and these rights and obligations cannot be generated insofar as the terms and
conditions set out in this offer are met.

14- SURETIES

14.1- As the specific continuing guarantee of the fulfillment of all of the
obligations of the Company vis-a-vis La Financiere under the terms hereof, the
Company must:

14.1.1 Grant La Financiere a principal mortgage of four million five hundred
thousand dollars (CAN $4,500,000) and an additional mortgage of nine hundred
thousand dollars ($900,000) charging all of its current and future tangible,
intangible and movable property, on the grounds that said mortgage will take
precedence after the invested securities that have already been granted by the
Company in favour of GMAC Commercial Credit Corporation and Limark Corporation,
and the former will be written so as to allow the Company to use its stock
property in the normal course of its business, thereby granting the banking
institution an underlying mortgage on the stock property, the proceeds of
insurance on it, and its receivables in guarantee of the operation credits;

14.1.2 Obtain, to the satisfaction of La Financiere, an all-risks insurance
policy including a bank mortgage clause to provide coverage of its assets for
the full amount of the loan, thereby designating La Financiere as the
beneficiary;

14.1.3 Obtain the surety of Regaluxe Investments S.A R.L. or of a body that is
acceptable to La Financiere for four hundred fifty thousand dollars (CAN
$450,000), backed by an irrevocable letter of credit.

15- PARTICIPANTS

Participants in this offer:

<PAGE>

      -     Henry Birks & Sons Holdings Inc., a legally incorporated, individual
            company, whose head offices are located at 1000, rue de la
            Gauchetiere ouest, bureau 2600, Montreal (Quebec) H3B 4W5, which
            holds 86.6% of the voting shares;

      -     Prime Investments S.A., a legally incorporated, individual company,
            whose head offices are located at Saphine Building 1St Floor, 63,
            boulevard Prince Felix, L1513-Luxembourg, which holds 12.1% of the
            voting shares.

15.1- WHICH PARTIES declare that they hold, as a percentage of the entirety of
the voting rights held by the shareholders of the Company, considering all the
shares that grant the holder voting rights, the aforementioned percentage, under
their respective names.

15.2- They declare that the several exercise of the aforementioned rights of
vote grants them control of the Company as regards any decision to be made by
the shareholders of the Company.

15.3- They declare they are aware of this offer and its option, terms,
conditions and exercise modes, that they understand its scope and they are
satisfied.

15.4- They declare that they have informed all the other shareholders of the
Company of this offer and of the option that it contains, of its terms,
conditions and modes of exercise and that they have understood the scope of it
and they are satisfied.

15.5- They also declare, on their own behalf and on behalf of all the other
shareholders of the Company, that they agree with the option, notwithstanding
any contrary provision or agreement, and they undertake to sign or complete
themselves and to exercise their voting right and their control over the Company
to make the Company sign or complete any necessary document to ensure that La
Financiere or anyone to whom La Financiere may transfer the option may lawfully
take up said option.

15.6- Henry Birks & Sons Holdings Inc. declares that they act in full capacity,
jointly and severally, according to the provisions of Section 1443 of the Quebec
Civil Code, that the other shareholders of the Company will fulfill any
obligation pursuant to this offer and that no shareholder of the Company whether
or not they signed this document, will request its partial or full nullity, as
to the Company, by him/herself or by other shareholders; based on the violation
of the provisions of a unanimous agreement of the shareholders under the
Business Corporation Act (L.R.Q., c. C-38) or a shareholder agreement under the
Canada Business Corporation Act (L.R.C. (1985), ch, C-44).

15. 7- Henry Birks & Sons Holdings Inc., declares that it guarantees,
individually, jointly and severally, that it will indemnify La Financiere for
any harm La Financiere may suffer as a result of any noncompliant elements of
the aforementioned promise made by a third party, by any shareholder of the
Company, including the cost incurred in by La Financiere to exercise its rights
under the terms hereof.

16- SURETY

This offer includes:

Regaluxe Investments S.A.R.L., an individual, legally incorporated company,
whose head offices are located at 25/A, boulevard Royal, L-2086 LUXEMBOURG.

herein referred to as the Stakeholder.

16.1- The Stakeholder declares that it is to its advantage that the loan be
granted to the Company; it adds that it is aware of all the provisions contained
in this offer and that it is satisfied.

16.2- The Company and the stakeholder declare that the Stakeholder is a
Shareholder of the Company or that it has close, ongoing business relations with
the Company.
<PAGE>

16.3- As a surety, the Stakeholder hereby jointly and severally guarantees that
La Financiere will be repaid by the Company the total, principal amount,
interest, expenses and accessory of the loan and any other sum payable under the
terms hereof, as those sums respectively become due and payable, by either
expiry of the period allowed or by extension or otherwise, as per the provisions
of this offer, and guarantees also the performance by the Company of any other
obligation set out in this offer, provided that the Stakeholder's liability,
under the terms of this guarantee, be limited to four hundred fifty thousand
dollars ($450,000) plus interest at the aforementioned rate, as of the date of
the payment request.

16.4- The Stakeholder will be deemed and will be in the same situation as that
of the Company, and it expressly waives any payment request, presentation to
payment, protest and notice, as well as any notice of noncompliance, and it also
waives the benefits of division and discussion.

16.5- The Stakeholder consents to La Financiere obtaining and exchanging
information on individuals concerning the solvency of the former, financial
capacity, payment behaviour and any other information it may deem pertinent with
third parties, namely financial institutions, creditors and personal information
agents.

16.6- For the purposes hereof, the Stakeholder chooses to be domiciled in the
Record Office of the Superior Court of the district of Montreal.

17- OTHER PROVISIONS

17.1 The annexes entitled "GENERAL TERMS AND CONDITIONS OF THE LOAN" and
"GENERAL TERMS AND CONDITIONS OF THE OPTION" constitute an integral part hereof.

17.2- Only the French version of this offer will be deemed official, in any
event, and the latter will prevail over any translation that might be provided
with it.

17.3- The Company and the Stakeholders acknowledge that the stipulations of this
offer and its annexes, entitled "GENERAL TERMS AND CONDITIONS OF THE LOAN" and
"GENERAL TERMS AND CONDITIONS OF THE OPTION" have been freely discussed among
themselves and with La Financiere, and that they have had a proper explanation
of its nature and scope.

LA FINANCIERE DU QUEBEC

By: Biagio Carangelo, Director, Portfolio
Daniel Vincent, Regional Director of Montreal Island

Date: 28/ 11/ 02

                            ACCEPTANCE OF THE COMPANY

Having learned the terms and conditions described herein, and the annexes
entitled "GENERAL TERMS AND CONDITIONS OF THE LOAN" and "TERMS AND CONDITIONS
GENERAL OF THE OPTION", we accept this loan offer and, we therefore attach a
cheque of twenty-two thousand five hundred dollars ($22,500) in payment of the
balance of the Commitment Fee corresponding to twenty-two thousand five hundred
dollars ($22,500) on a total guaranteed amount of forty-five thousand dollars
($45,000).

This cheque bears all the information required to allow La Financiere, as
applicable, to repay any amount due by virtue of the loan, by means of
electronic withdrawals.

Henry Birks & Fils Inc.

e.g. "/s/Marco Pasteris
e.g. "/s/John D. Ball

<PAGE>

STAKEHOLDERS

Henry Birks & Sons Holdings Inc.

e.g. "/s/Marco Pasteris

Prime Investments S. A.

Per: Manacor (Luxembourg) S. A., Managing Director
Date: 30/ 01/ 03

SURETY

REGALUXE INVESTMENTS S.A.R.L.

e.g. "/s/Filippo Recami

<PAGE>

                    GENERAL TERMS AND CONDITIONS OF THE LOAN

1- This agreement will be governed by the laws of Quebec and, if contested, only
the courts of Quebec will be qualified to settle any dispute. In addition, this
offer is subject to the application of the terms and conditions detailed in the
Loi sur I'investissement Quebec et sur La Financiere du Quebec (L.R.Q.,
c.1-16.1, as modified by Chapter 69 of the laws of 2001) and its regulations.

2- In accepting this offer, the Company declares that all the information
provided to La Financiere is true.

3- No significant change can be made to the Project without the prior written
consent of La Financiere. If the real cost of the Project exceeds the expected
total, the Company will provide or will act so as to make its shareholders
provide the necessary sums to cover any amount that exceeds the forecasts in a
way La Financiere will deem satisfactory, before the balance of the loan is
disbursed. If the expenses actually incurred by the Company for the Project are
lower than the total expenses set out under the heading "PROJECT," La Financiere
reserves the right to proportionally reduce the amount of the Loan.

4- For each disbursement of the Loan, the Company will submit a written request.
To support each request, it will submit any supporting document that may be
required by La Financiere.

5- The disbursement of the Loan can be made by La Financiere directly from the
bank account of the Company, by written notice issued by the bank or financial
institution with which La Financiere does business. Nevertheless, La Financiere
reserves the right to disburse the Loan using cheque(s) if it deems that this
mode of disbursement is better, as required.

6- The Company hereby authorizes La Financiere to use debit manual or electronic
transactions for any payment the Company must make to La Financiere pursuant
hereto. To this end, the Company hereby authorizes the bank or financial
institution with which it does business to allow the debit transactions in
favour of La Financiere.

La Financiere will send the Company a debit statement with all the information
on the repayment to be made by the Company.

The Company undertakes to renew the aforementioned authorization if it changes
its bank or financial institution before the loan is fully repaid and to inform
La Financiere of the change, by providing the latter with a specimen cheque from
the new bank or financial institution, bearing the note "VOID", as well as all
the necessary information.

The Company accepts the repayment of any amount due under the loan using
cheques, if La Financiere prefers this mode of payment, as required.

7- From the date of acceptance of this offer and during the period of the Loan
or as long as La Financiere holds the option or is a shareholder of the Company
or of the Assignor, as applicable, the latter commits itself to:

7.1- Providing its audited consolidated and non-consolidated annual financial
statements within ninety (90) days of the end of any financial year, its audited
consolidated annual financial statements (whenever the Company must prepare
these documents, this has to be done according to the accounting practices that
are generally accepted by the Chartered Accountants of Canada), its forecasting
financial statements on an annual basis within de ninety (90) days on the end of
any financial year and its biannual financial statements within sixty (60) days
of the end of each half-year; providing written confirmation of the renewal and
the conditions if its bank line of credit on an annual basis within forty-five
(45) days of the publication of said financial statements; providing also, on
request, its financial statements, those of affiliates and its consolidated
financial statements, as applicable, for any period determined by La Financiere
within the period allowed for making such request;

<PAGE>

7.2- Providing annual fiscal forecast, including the working hypothesis within
thirty (30) days of each beginning of a financial year;

7.3- Not modifying its statements or the authorized and issued capital stock or
issuing new shares of its capital stock without the prior written consent of La
Financiere, which will have fifteen (15) working days from the date of receipt
of this request to accept or refuse La Financiere cannot object to these without
good and valid reason; nevertheless, the Company will be allowed to issue share
purchase options for its personnel without the previous consent of La
Financiere;

7.4- Not objecting, unless it has a plausible reason, to any modification made
to the share-stock;

7.5- Not merging, liquidating or dissolve without the prior written consent of
La Financiere. La Financiere cannot object to these without good and valid
reason;

7.6- Not making loans or advances to its shareholders, managers or officers,
except to the shareholder employees of the Company to purchase capital stock of
the Company and for an amount that does not exceed five hundred thousand dollars
(CAN $500,000A) per financial year;

7.7- Dealing on a businesslike basis by remaining at "arm's length" with respect
to its commercial relationships with all individuals;

7.8- Obtaining the prior written consent of La Financiere before declaring or
making payments to one or several shareholder classes;

7.9- Not giving loans or advances to affiliate or partner companies, making
investments, giving securities, unless during the normal course of its
operations;

7.10- Obtaining from new shareholders their commitment to respect the terms and
conditions of the options contained herein:

7.11- Not moving out of Quebec a substantial portion of its assets without the
prior written consent of La Financiere;

7.12- Acting so as to prevent any form of change that has not been previously
authorized by La Financiere in the control of the Company or in the ultimate
control of the Company:

Control refers to the possession of shares with a sufficient number of voting
rights to allow the election of most managers of the Company. Ultimate control
refers to the possession of said shares by one or more physical individuals that
control the Company using several shareholder artificial persons, one or the
other or the Company. If the shareholder who exercises the ultimate control of
the Company dies, the delegation of the shares of the dead shareholder to
his/her heirs cannot be deemed to constitute a change in the ultimate control of
the Company provided that said control remains in the hands of the legal heirs
of the dead shareholder;

7.13- Ensuring and maintaining all-risks insurance coverage for the assets
covered by the Project, for their maximum replacement value, or providing and
maintaining any insurance coverage, as required by La Financiere and to
providing the latter, on request, a copy of the purchased insurance polices and
their renewal. If the Company fails to respect this requirement, La Financiere
will be able to rectify the situation, at the cost of the Company without
prejudice to the exercise of any other right in favour of the former.

7.14- Not disposing of its assets, unless agreed upon by La Financiere, as
applicable.

8- Notwithstanding any provision contrary to this offering, and even if the
conditions are met, La Financiere reserves the right, on its own criteria, to
terminate the loan or any portion that not yet disbursed by the latter, defer
the disbursement and terminate the interest moratorium, as applicable, and the
Company undertakes to
<PAGE>
partially or fully repay, on request, the sums disbursed on the Loan, with
interest, expenses and accessory, should the following occur.

8.1- If the project is not completed on the date set out herein;

8.2- If the Company has not presented any request for disbursement within six
(6) months of the acceptance hereof;

8.3- If the loan is not fully repaid by January 31, 2003;

8.4- if the total amount of the financial support granted, in any form
whatsoever, by the government of Quebec, its ministries and bodies, including
the refundable tax credits, exceeds fifty percent (50%) of the Project's
admissible expenses;

8.5- If the Company stops or partially or fully withdraws from the Project;

8.6- If the Company surrenders its property, is under sequestration under the
Loi sur la faillite et l'insolvabilite (L.R.C. (1985) ch. B-3), makes a proposal
to its creditors or falls into bankruptcy under the said Act, avails itself of
the provisions of the Act to facilitate transactions and arrangements among the
companies and their creditors (L.R.C. (1985), ch. C-36) or if it is liable to an
order for winding-up under the Loi sur la liquidation des compagnies (L.R.Q., o.
L4) or any other Act to the same effect, or if it is insolvent or about to
become insolvent or if it does not maintain its legal existence or if its
financial situation, according to La Financiere, deteriorates so as to put at
stake its own survival;

8.7- If the Company loses the benefit of the term with respect to any loan that
has been granted or that gives rise to a request of repayment of any loan
payable upon request;

8.8- If the Company fails to comply with the terms of an agreement or of a
security instrument concerning its loans;

8.9- If, according to La Financiere and without its consent, a significant
change arises in the project or its financing, in the nature of the operations
of the Company or in general terms, the level of risk;

8.10- If the project-related assets are liquidated or the project-related
capital lease is terminated, as applicable;

8.11- If, at any time, the Company enters litigation or proceedings before a
court of justice or a judicial body, a commission or government agency without
failing to notify La Financiere;

8.12- If the Company has paid admissible expenses for the execution of the
Project before the date of receipt, by La Financiere, of the financing request
of the Company;

8.13- In case of error or omission in a declaration, concealment,
misrepresentation, fraud or falsification of documents by the Company;

8.14- If the Company binds or disposes of its project-related fixed assets in
any manner whatsoever, without the prior written consent of La Financiere,
except for the purpose of the operation of its business or company or the
routine course of its business;

8.15- If the Company fails to satisfy any of the clauses and conditions hereof.

9- For the purposes of calculating the accumulated debt ratio on the
aforementioned equity level, the equity level will include the loans granted to
the Company that have no repayment of capital for the next five (5) years and
the new pre-operating expenses of the shareholders in the form of subscription
of shares of any class. The advances declared by the shareholders, the grants
that come from federal, provincial or municipal

<PAGE>

governments that have been posted, as well as other items of the same nature
will also be included in the calculation of the equity level, the declared
expenses, non-paid goodwill, the evaluation surplus, the loans granted or
guaranteed by governmental bodies and the other items of the same nature will be
deducted. The research expenses and other intangibles that will be capitalized,
which will not have been paid in cash by the Company will also be deducted from
the calculation of the equity level.

10- La Financiere reserves the right, during the term of the loan, to demand any
document it might deem useful or pertinent.

11- The Company will provide, upon request by La Financiere, the certificates or
documents required by the laws of Quebec.

12- The Company will not be able to surrender or transfer the rights it is
granted under the terms of this offer without the prior written consent of La
Financiere.

13- The Company will sign a term note or an acknowledgement of debt for the
amount of each disbursement of the loan.

14- Any interest that is not paid at maturity will itself generate interest as
of that date at the rate set out in this offer, without notice or formal notice.

15- As applicable, any non-paid premium at maturity will generate interest as of
that date at the rate set out in this offer without notice or formal notice.

16- Upon acceptance of this offer, the Company agrees that public announcement
is made by La Financiere or by its lead minister, which will include the
following information: name and address of the Company, the type of company, the
project's nature and budget, the amount of the loan and the number of employees
involved.

17- If the Company wishes to officially announce its Project or organize an
official inauguration, it will notify La Financiere fifteen (15) days earlier,
so as to allow the latter or its lead minister to participate.

18- The Company commits itself to discharging all the expenses related to the
preparation, the execution and the inscription and, as applicable, the documents
necessary to legalize the offer, as well as any amendment.

19- After having notified the Company, La Financiere will be able to enter,
during normal business hours, the Company's facilities to check any aspect it
may deem useful or necessary.

20- For the purposes of this offer and its annexes, entitled "GENERAL TERMS AND
CONDITIONS OF THE LOAN" and "GENERAL TERMS AND CONDITIONS OF THE OPTION," all
notifications must be sent in writing, by certified mail or by courier.
Notifications from La Financiere will be sent to the Company's head office, to
the attention of the authorized representative who will acknowledge the
acceptance thereof for and on behalf of the Company. All notifications from the
Company or its shareholders will be sent to La Financiere du Quebec, to its
office at 393, rue Saint- Jacques, bureau 500, Montreal (Quebec), H2Y 1N9, to
the attention of its Secretary. All courier notifications will be acknowledged
the day they are received; certified mail deliveries will be acknowledged on the
third working day following their mailing by the sender.

<PAGE>

                   GENERAL TERMS AND CONDITIONS OF THE OPTION

1-If the option is taken up by La Financiere within the expected term, this will
give it the right to obtain from the Company the issuance of one or more fully
paid, discharged share certificates corresponding to the number and the class
(es) of shares for which La Financiere holds the option.

2- The Company undertakes to provide to La Financiere, upon request, a notice
from its legal advisers to the effect that the Company has complied with all the
effective legal framework or regulation in effect at any time whatsoever so as
to allow for the full effect of the option, allow the taking up by La Financiere
and ensure the free supply of the shares so purchased. In addition, the Company
undertakes to obtain, for and on behalf of La Financiere, any waiver, approval,
ratification, instruction, certificate, visa or other document that might be
required under the Loi sur les valeurs mobilieres (L.R.Q., c. V-1.1) or any
other law, regulation or policy of a competent jurisdiction dealing with the
control of securities if the Company is not or no longer is a private company
pursuant to this act or any other act to the same effect.

3- If La Financiere takes up the option, it will be entitled to immediately
demand of the Company, by means of a written notice within thirty (30) days,
that the latter redeem all the shares issued in the name of La Financiere,
herein referred to as Repurchase, for a per-share price to be paid in cash,
equal to the higher of:

3.1- The price of said shares, based on the value at the registries of the
Company, established according to the audited annual financial statements for
the financial year preceding the date of the Repurchase, plus the net profit
after taxes of the Company, established according to the audited annual
financial statements for the two financial years preceding the date of the
Repurchase.

or

3.2- The highest price paid for any share of the same class by anyone in the two
(2) financial years preceding the Repurchase.

3.3- The financial statements to be used to set the value in the registries for
the purposes of the Repurchase will be the consolidated, audited financial
statements of the Company, when the latter has had to prepare them according to
the audit standards that are generally accepted by the Chartered Accountants of
Canada.

4- For the purposes hereof, the value in the registries of the Company will
include the new pre-operating expenses of the shareholders in the form of
subscription of shares of the same class. The grants that come from the federal,
provincial or municipal governments that have been posted, as well as the other
items of the same nature will also be included in calculating the value in the
registries of the Company. Declared expenses, non-paid goodwill and evaluation
surplus will be deducted. The research-related expenses and other intangible
assets that will be capitalized that have not been paid in cash by the Company
will be also deducted from the calculation of the value in the registries of the
Company. Nevertheless, all declared dividends on all classes of shares of the
Company's capital stock will be added.

5- Instead of taking up the option and forcing the Repurchase, La Financiere
reserves the right to demand of the Company, by means of a written notice of
thirty (30) days, that the latter redeem for it the option for the
aforementioned price, set out in Section 3, less the cost that La Financiere
would have paid for the shares if it had taken up the option.

6- For the purposes of the calculation of the Repurchase price of the option or
the participating preferred shares issued in the name of La Financiere, it is
understood that the total value of all the non-participating shares of the
capital stock of the Company will correspond to the initial amount of the
capital paid and written in the Company's audited financial statements.

<PAGE>

7- If La Financiere takes up the option without demanding that the Company
immediately Repurchase, La Financiere will be able to become a party to any
shareholder agreement if the provisions of such agreement are satisfactory.

8- The Company and the shareholders that sign the document for this offer
undertake, for themselves and for future shareholders, that any shareholder
agreement or any unanimous shareholder agreement will be modified to the
satisfaction of La Financiere.

9- Unless all the balance of the loan and all the other amounts due are repaid
as per the terms hereof, the Company will be entitled, at all times: to offer to
repurchase from La Financiere the option or the shares issued after the
financial year of the option by La Financiere, and the latter will be compelled
to accept the Repurchase offer for a per-share price to be paid in cash, which
equals the higher of the following:

9.1- The aforementioned price, set out in Section 3.1.

or

9.2- The aforementioned price, set out in Section 3.2.

or

9.3- The price of said shares based on the value of the Company, calculated as
follows: multiplying by five (5) the amount of net profit after taxes of the
Company projected for the financial year beginning in the year following the
date of the Repurchase.

9.4- In the event of a Repurchase offer of the option by the Company, the price
set out as described above will be reduced by the cost La Financiere would have
paid for the shares if it had taken up the option.

10- For the purposes hereof, the projected Company's net profit after taxes, as
set out in Section 9.3 will be set based on standards of prospective financial
data generally accepted by the Chartered Accountants of Canada. Should any
disagreement arise between La Financiere and the Company concerning said
projections, the dispute must be submitted to the decision of a single
arbitrator, if they can agree on their choice. If they fail to reach an
agreement, three arbiters will be appointed, two of them assigned, respectively,
by La Financiere and the Company and the third selected by the two of them.

In order to limit the costs of any dispute or litigation between La Financiere
and the Company the arbitration will be closed. Therefore, the jurisdiction of
the arbitrator(s) will exclude the jurisdiction of courts, in accordance with
section 2638 to 2643 of the Code civil du Quebec and the sections related to the
Code de procedure civile du Quebec. Nevertheless, the arbitrators can simplify
and reduce the procedures to be set.

The arbitrator's(s') decision will be final and without appeal, and will need no
certification.

The arbitration-related fees will be assumed pari passu by La Financiere and the
Company.

11- RIGHT OF PRE-EMPTION

11.1- If the Company decides to issue new participating preferred shares after
La Financiere takes up the option, La Financiere will have the right to
subscribe to the new issuance, at the issuance price, prorating the number of
shares held by La Financiere with respect to the number of outstanding
participating shares at the time of the acceptance of the loan by the Company.

11.2- Nevertheless, the provisions set out in this section do not apply to a new
issuance of participating shares the Company performs in the framework of a
share purchase program by the managers and the employees of the Company.

12- RIGHT OF FIRST REFUSAL

<PAGE>

12.1- If La Financiere wishes to sell or otherwise use or dispose of the option
or the shares issued after the taking up of the option, in favour of a third
party, it will first, by written notice, offer to the Company to purchase all
the option or shares. This notice will include the name of the third party in
question, the object of its offer, the price or the offered consideration, the
terms of payment and any other conditions relating to that offer. The Company
will have a period of fifteen (15) days from the date of receipt of the notice
to let La Financiere to indicate that it accepts the offer made by La
Financiere, on the same terms, price and conditions offered by the third party
in question.

12.2- If, within the said time, the Company fails to serve notice of the
acceptance of the offer by La Financiere, following the notification procedure
set out in Section 12.1, the latter will offer the shareholders of the Company
who hold shares of the same class the possibility of purchasing the option or
shares on the same terms and conditions, prorating the number of shares if the
class held by each of them. The shareholders will have a period of ten (10) days
from the date of receipt of the notice to serve notice of their acceptance of
the offer by La Financiere, on the same terms, price and conditions as those
offered by the third party in question.

12.3- If one or several offered shareholders do not avail themselves for the
partial or total offer by La Financiere within the expected term set out in
Section 1:3.2, the proportion or balance of the latter's claim will increase for
the shareholders who accept the offer by La Financiere, which will notify them
in writing. The shareholders will have an additional term of five (5) days, from
the date of receipt of the notice, to purchase the portion of the option or the
non-purchased shares, prorating among them the number of shares they hold or
according to any other agreed upon proportion.

12.4- If, upon expiration of the term of ten (10) days stipulated in Section
12.2, no offeree shareholder has availed him/herself of the offer by La
Financiere or if, upon expiration of the term of five (5) days stipulated in
Section 12.3, all of the option or the shares, as the case may be, has been
purchased by the shareholders of the Company, then La Financiere will be not be
bound by any acceptance of its offer by one or several shareholders, as per
sections 12.2 and 12.3, and La Financiere will then be free to accept the offer
of the interested third party, as described in the notice.

12.5- If the disposition, provision or sale of the option or the shares of La
Financiere in favour of the interested third party is not completed within three
(3) months following the offer of the third party or if the terms and conditions
of said offer are modified, La Financiere will again follow the provisions set
out in sections 12.1. 12.2. 12.3 and 12.4 if it wishes to modify the terms and
conditions of said offer or if it wishes to dispose of the option or shares
again.

13- FOLLOWING RIGHT

13.1- If an individual, herein referred to as the Buyer, wishes to purchase
participating preferred shares of the Company representing at least twenty
percent (20%) of its shares, less twenty percent (20%) of the shares of the
class covered by the Option and, for that purpose, it makes an offer to one or
several shareholders and if one of the shareholders who holds at least twenty
percent (20%) of said shares is willing to accept the offer of the Buyer, this
shareholder or those shareholders, hereinafter referred to as the Sellers, can
partially or totally dispose of their shares only if the following conditions
are met:

13.1.1- The offer of the Option Holder must be in good faith and in writing.

13.1.2- The Writers must notify La Financiere of this offer and hand him/her one
copy thereof.

13.1.3- La Financiere will have fifteen (15) days from the date of receipt of
the Buyer's offer to notify the Sellers of its intention to sell to the Buyer
the option or the shares it holds, as the case may be, at the same price and
conditions as those set out in the Buyer's offer.

<PAGE>

13.2- If La Financiere notifies the Sellers of its intention to dispose of the
option or the shares it holds, as the case may be, the Writers must make the
Buyer purchase, in addition to the shares it wishes to sell, the option or
shares of La Financiere, as the case may be.

13.3- Unless they comply fully with the provisions stipulated in sections 13.1
and 13.2, the Sellers cannot accept the Buyer's offer.

                             EXTRACT OF THE MINUTES
                           OF A MANAGER'S MEETING OF:

PRIME INVESTMENTS S.A. (herein referred to as the Company) held at its head
offices on 30. 01. 2003.

It has been unanimously decided that the company, as the shareholder HENRY RIRKS
& FILS INC. (hereinafter referred to as the Company), jointly participates with
HENRY BIRKS & SONS HOLDINGS INC in a loan offer of four million five hundred
thousand dollars ($4,500,000), which La Financiere du Quebec (herein referred to
as La Financiere) presented to the Company, on November 27, 2002, to declare:

      1) that itself and HENRY BIRKS & SONS HOLDINGS INC are the controlling
            shareholders of the Company since their JOINT AND SEVERAL right of
            vote grants them control of the Company as to the decisions to be
            made by the shareholders, that it is aware of the said loan offer
            and its option to buy shares, its terms, conditions and exercise
            modes, that it understands the scope and deems itself satisfied.

      2) that it notified all the other shareholders of the Company about the
            said loan offer and its option to buy shares, its terms, conditions
            and exercise modes and that the latter have understood the scope and
            deem themselves satisfied.

      3) that, on its own behalf and on behalf of all the other shareholders
            of the Company, it agrees to the said option, notwithstanding any
            contrary provision or agreement, and undertakes to sign or complete
            itself and to use its rights of vote and that it has control power
            over the Company to make the Company sign or complete any necessary
            document so that La Financiere or anyone to whom La Financiere may
            transfer the option can legally use the option.

      4) that they act in full capacity, jointly and severally, according to
            the provisions of Section 1443 of the Code Civil du Quebec, that the
            other shareholders of the Company will fulfill any obligation as a
            result of the said loan offer and its share purchase option, and
            that no shareholder of the Company, that has or not signed the
            document for the said loan offer, will request the partial or total
            nullity thereof, with respect to the Company, to him/herself or to
            other shareholders, based on the fact that it violates the
            provisions of a unanimous shareholders agreement, under the Business
            Corporation Act or a shareholders agreement under the Joint Stock
            Company Act.

      5) that it jointly and severally guarantees that it hold La Financiere
            harmless against any damage it may suffer as a result of any
            noncompliant elements of the aforementioned promise made by a third
            party, by any shareholder of the Company, including the cost
            incurred by La Financiere to use its rights under the terms hereof.

In addition, it has been decided that they be authorized and they are hereby
authorized by the Company, to participate in said loan offer for the
aforementioned purposes and sign any necessary or useful document to give rise
to this resolution.

Carbon copy of a resolution passed by the managers of PRIME INVESTMENTS S.A.
during a meeting lawfully held on

Signed on 30. 01. 2003.

Manacor (Luxembourg) S. A., Managing Director

La Financiere's representative

Initials of the Company's representative

<PAGE>

Initials of the institution granting surety and the stakeholders

Secretary's name and signature.

<PAGE>

                             OFFER OF LOAN GUARANTEE

1999- 12- 15
File : D052950

FROM: GARANTI - QUEBEC, (successor to the rights of the Societe de developpement
industriel du Quebec, chap. 64 of the Lois du Quebec of 1971), a corporation
legally incorporated pursuant to the Loi sur Investissement - Quebec et sur
Guarantee - Quebec, chap. 17 of the Lois du Quebec, of 1998, whose head offices
are located at 1200, route de l'Eglise, bureau 500, Sainte-Foy (Quebec), G1V
5A3, with an office at 393, rue Saint Jacques, bureau 500, Montreal (Quebec),
H2Y 1N9, Q.

TO: INVESTISSEMENTS INIZIATIVA CORPORATION AND HENRY BIRKS & FILS INC., legally
incorporated artificial persons with their main office at 1240, Carre Phillips,
Montreal (Quebec), H3B 3H4, herein sometimes collectively referred to as the
Company.

1. LOAN GUARANTEE

1.1   G.Q., offers a guarantee to the company, herein referred to as the
      Guarantee, in the form of a security deposit of thirty percent (30%) of
      the net loss on a loan herein referred to as the Loan, in the maximum
      amount of five million dollars ($5,000,000) granted by a financial
      institution, herein referred to as the Creditor, to the Company.

1.2   For the purposes of the Guarantee, the net loss refers to the amount of
      interest and capital of the Loan that has been authorized for disbursement
      by G.Q., due and not paid, on the date of recall of the Loan, plus the
      interest accumulated during a maximum period of three (3) months from the
      date of recall of the Loan, upon deduction of the proceeds and achievement
      of the securities granted in guarantee of the repayment of the Loan, based
      on the understanding, nevertheless, that the interest accumulated to date
      and since the date of the recall of the Loan at no time can exceed, in the
      calculation of the net loss, ten percent (10%) of the balance in capital
      of the Loan at the moment of its recall.

1.3   The loan will exclusively serve to finance the project below which,
      accompanied by its financing, is as follows:

Project

<TABLE>
<S>                                                 <C>
LEASEHOLD IMPROVEMENTS :
Store Bloor Street, Toronto                         $2,950,000
Store Rideau Centre, Ottawa                         $  800,000
Store Guilford, Surrey                              $  269,600
Store Scarborough, Ontario                          $  650,000
Store Pen Centre, Ste-Catherines, Ontario           $  300,000

Store Edmonton, Alberta                             $  250,000
Part of the store Regina, Saskatchewan              $ 335,4000
                                                    $5,555,000
</TABLE>

Financing

<TABLE>
<S>                                                 <C>
Term loan (guaranteed by G.Q.)                      $5,000,000
Working capital                                     $  555,000
                                                    $5,555,000
</TABLE>

2. DURATION OF THE GUARANTEE

<PAGE>

The Guarantee is granted for a period of six (6) years from the date of the
first disbursement of the Loan.

3. UNDERTAKING TO BE FULFILLED PRIOR TO THE EFFECTIVE GRANT OF THE GUARANTEE.

3.1- Before the effective grant of the Guarantee, the Company must meet the
following conditions to the satisfaction of G.Q., namely:

3.1.1- The confirmation of the Creditor that the latter has made available for
the Company a maximum line of credit of $50,000,000, according to generally
accepted terms and conditions.

3.1.2- The provision to G.Q., of legal advice from external legal consultants of
the Company on the corporate status of the latter, its capacity to enter into
this offer and any other aspect G.Q., may request

3.1.3- The provision to G.Q. of any loan-related documentation (including, among
others, the Loan Agreement, the chattel mortgage and real estate agreements)
whose terms and conditions must be to the satisfaction of G.Q.

3.2- Prior to the implementation of the Guarantee, a security deposit agreement
will be reached by the Creditor and G.Q., whose terms must be satisfactory to
the latter.

4. FEES

4.1- COMMITMENT FEE

4.1.1 This offering generates the payment of management-related fees,
hereinafter referred to as the Commitment Fee, of zero point five percent (0.5%)
of the amount of the Loan, that is, twenty-five thousand dollars ($25,000) to
which the Federal Goods and Services Tax and the Sales Tax of Quebec,
hereinafter referred to respectively as GST and STQ, apply.

4.1.2- G.Q. acknowledges having received the amount of $21,878.13 in partial
payment of the Commitment Fee (including the GST and STQ), which amount
encompasses a credit of $7,5000 for a previous terminated business. This
Commitment Fee, whose balance is $6,878.13, must be paid to G.Q. upon acceptance
hereof, and is not partially or fully refundable, under any circumstances.

4.1.3- The mere receipt of the Commitment Fee creates no right in favour of the
Company and in no manner binds G.Q. to put the Guarantee into effect, these
rights and obligations not being created until the conditions and terms set out
in this offer are met.

4.1.4- As information, G.Q., has the GST registration number 142625136 RT for
the federal government and the STQ: registration number 1021665521 TQ 0001 for
the government of Quebec.

4.2. GUARANTEE FEES

4.2.1- Upon each disbursement of the Loan, guarantee fees of 1% annually,
calculated on the amount of the disbursement, will be payable to G.Q., upon
receipt by the Company of an invoice to that effect. The fees so required will
be proportionally adjusted with respect to the number of days between the date
of disbursement of the Loan and March 31 of the following year, using 365 days
as a reference.

4.2.2- In addition, in consideration of the Guarantee, the Company undertakes to
pay to G.Q. on an annual basis, on the last working day of April of each year, a
guarantee fee of one percent (1%) annually, calculated on the balance of the
Loan on March 31, preceding each payment.

4.2.3- Said guarantee fees will be always payable in advance for the unexpired
period of guarantee, and will not be fully or partially refundable, under any
circumstances.

<PAGE>

4.2.4- Notwithstanding the above, G.Q. may at its own discretion reduce the
percentage of the claimed guarantee fees to the Company if the percentage of the
net loss it guarantees decreases.

4.3- The Commitment Fee and the guarantee fees due by the Company to G.Q., under
the terms hereof, are payable without notice or formal notice within the
aforementioned term, in the offices of G.Q. or in any other location G.Q., in
writing, to the Company. G.Q. will be allowed to claim from the Company, on any
amount due, as of the deadline, interest calculated on a monthly basis that is
equal to the weekly, variable rate used by G.Q.

5. ELECTRONIC DEBITS

5.1- The Company hereby authorizes G.Q. to perform manual or electronic debit
transactions on its bank account to make any payment the Company must make to
G.Q. concerning the guarantee fees due under the terms hereof, as well as any
amount G.Q. paid to the Lender, as per the Guarantee. To this effect, the
Company hereby authorizes the bank or financial institution with which it does
business to honour the debits carried out by G.Q.

5.2- G.Q. will send, in advance, to the Company a debit note including all the
information related to the payments to be made by the Company.

5.3- The Company undertakes to renew the aforementioned authorization if it
changes its bank or financial institution, as long as the Guarantee remains in
effect or the Company is indebted to G.Q., with respect to any payment made by
G.Q., by virtue of the Guarantee, as well as to notify G.Q. on said change by
sending it a specimen cheque of its new bank or financial institution, bearing
the legend "VOID", and including all the necessary information.

5.4- The Company accepts that the payment of the guarantee fees due by virtue
hereof be made using cheques, if G.Q. deems this payment mode more convenient,
as required.

6. REPAYMENT

The Company undertakes to repay G.Q., on request, any amount the latter is
required to pay to the Lender by virtue of the Guarantee, in capital and
interest, and to hold it harmless from any other loss, damage or expense that
might arise from the commitment of G.Q. vis-a-vis the Lender, under the terms of
the Guarantee.

7. SURETIES

7.1- During any period of the Guarantee, the Company undertakes to grant the
Creditor, in guarantee of the repayment of the Loan, in addition to the
securities set out in the Loan Contract to be signed by them, which are
described below:

7.1.1- A chattel mortgage on all current and future movable, tangible and
intangible property, of Henry Birks & Fils Inc., in the principal amount of five
million dollars ($5,000.00) that takes precedence pursuant to existing mortgage
law in favour of the lender, for the following long-term credits:

<TABLE>
<CAPTION>
          NAME                          SURETY RANK                      AMOUNT DUE ON 27/11/99
          ----                          -----------                      ----------------------
<S>                                     <C>                        <C>
Mortgages C.D.P.Q. Inc.                      1st                   $5,632,917 (building 1240, Phillips
                                                                   Square, Montreal)

Mortgages C.D.P.Q. Inc.                      2nd                   $1,000,000$ (building 1240, Phillips
                                                                   Square, Montreal)

Banque de Montreal                           1st                   $204,516 (Store Whistler Village
                                                                   Centre, Whistler, British Colombia)

Societe de Credit commercial GMAC-           1st                   $32,500 (building 87, King St- John
Canada                                                             Street, New Brunswick)
</TABLE>

<PAGE>

7.1.2- A chattel mortgage on all current and future movable, tangible and
intangible property, of Henry Birks & Fils Inc., in the principal amount of five
million dollars ($5,000.00) that takes precedence pursuant to existing mortgage
law in favour of the lender, for the following short-term credits:

<TABLE>
<CAPTION>
                  NAME                              SURETY RANK             AMOUNT DUE ON 27/11/99
                  ----                              -----------             ----------------------
<S>                                            <C>                          <C>
Societe de Credit commercial GMAC- Canada      1st (accounts receivable         $39,822,922
                                               and inventories)

Societe de Credit commercial GMAC- Canada      1st (moules)                     $   312,500

Limark Anstalt                                 2nd (inventories)                $12,817,193
</TABLE>

The Company notifies that there are securities of mortgage in favour of
(illegible) and that said guarantees are in the process of being deleted.

7.1.3- Addition of the Creditor, according to the interests, as the beneficiary
of the indemnity from the insurance coverage, on the security deposit assets.

7.2- Each priority Creditor mentioned in paragraphs 7.1.1 and 7.1.2 will commit
itself towards the creditor to the effect that the initial assets in view of
their respective loan are the only assets that may guarantee this Loan and that
said assets will not serve to guarantee any other loan.

7.3- It is understood that the securities of the Creditor must be recorded
according to the effective laws in the jurisdictions where Henry Birks & Fils
Inc. has an office and in other jurisdictions where its assets can be found.

8. OBLIGATIONS OF THE COMPANY

8.1- Upon acceptance hereof, for any period of the Guarantee, and until full
payment of any sum that might be due to G.Q. by the Company by virtue hereof or
by virtue of the security deposit agreement, the Company undertakes to:

8.1.1- Provide its audited, annual financial statements within 90 days on the
end of any financial year; providing also, on request, its bi-annual financial
statements, the financial statements of its affiliates and, as applicable, its
consolidated financial statements or any other financial statement required by
G.Q. within the term provided for by the latter.

8.1.2- Provide annual fiscal forecast with the working hypothesis at the
beginning of each financial year.

8.1.3- Provide G.Q., on an annual basis, as soon as it is made available, one
copy of the terms and conditions of renewal of its line of credit.

8.1.4- Provide G.Q., on the latter's written request and within the terms
provided for said request, any information and document it may deem useful and
pertinent to the application of the Guarantee and the Regulation on the
Programme d'aide au financement des entreprises.

8.1.5- Not to modify its capital stock, which is authorized and issued on the
date hereof without the prior written consent of G.Q., unless otherwise stated
herein. (illegible, handwritten text)

8.1.6- Not to wind up or dissolve without the prior written consent of G.Q.

<PAGE>

8.1.7- Not to grant loans or advances to its shareholders, managers or officers,
except for the employee shareholders, but only to allow the purchase of capital
stock of Henry Birks & Fils Inc., provided that the total amount of the loan or
the advances is $500,000 for the period of the Guarantee.

8.1.8- Trade on a business basis by remaining at "arm's length" with respect to
its commercial relationships with all individuals.

8.1.9- Obtain the prior written consent of G.Q., before declaring or paying any
dividend to one or several classes of shareholders.

Notwithstanding the above, if the Company makes a net profit at the end of the
financial year, it may pay a dividend, but the dividend amount will not exceed
one-third of the net profit, and the financial ratios of the working capital and
the accumulated debt on the equity level mentioned herein, after the installment
of the dividend, must be respected; the Company may pay an amount of dividend
higher than the one set out herein, under the reservation that it will make a
repayment on the loan of an amount equivalent to the surplus of the dividend,
and that said ratios, after the installment of the dividend and the repayment on
the loan, be respected. Finally, if, during a financial year or if a net profit
is made, the Company does not avail itself to pay dividends, the amount that
could have been paid in dividends may be accumulated and paid during subsequent
financial years.

8.1.10- Not to give loans or advances to affiliate or partner companies, to make
investments, give securities or make transactions, unless during the normal
course of its operations.

8.1.1.1- Act in such a way as to prevent any change that is not previously
authorized by G.Q., in the control of the Company or the ultimate control
thereof.

Control refers to the possession of shares with a sufficient number of voting
rights to allow the election of most managers of the Company. Ultimate control
refers to the possession of said shares by one or more physical individuals that
control the Company using several shareholder artificial persons, one or the
other or the Company. If the shareholder who exercises the ultimate control of
the Company dies, the transfer of the shares of the dead shareholder to his/her
heirs cannot be deemed to constitute a change in the ultimate control of the
Company provided that said control remains in the hands of the legal heirs of
the dead shareholder.

8.1.12- Not to sell its assets, unless otherwise previously authorized by G.Q.,
as applicable, and except in the routine course of the Company's business.

8.1.13- Upon notification to the Company, to allow the representatives of G.Q.,
or any external auditor assigned by G.Q., to visit the offices of the Company
during the normal business hours to check, at G.Q's expense, the Company's
registries, physical facilities and stocks, in a way they will deem convenient,
and to obtain copies of any document.

8.1.14- Allowing G.Q. or the Minister of Industry and Commerce to publicly
release, if deemed appropriate, the outlines of the financial support granted to
the Company, including, among other things, but without being limited, the name
of the Company, type of business, location, nature and amount of the financial
transaction set out herein, as well the number of employees in the service of
the Company.

8.1.15- Notify G.Q., 15 days in advance if the Company wishes to officially
announce its project or to officially inaugurate it, so as to allow G.Q. or the
Minister of Industry and Commerce to participate.

8.1.16- Discharge all expenses related to the preparation, execution and
registration, as applicable, of the documents necessary to give rise to this
offer or to amend it.

<PAGE>

8.1.17- Maintain a minimum working capital ratio of 1.1/ 1.0 at the end of each
financial year; G.Q., recognizes the seasonal nature of the Company and accepts
that said ratio cannot be reached from time to time, during a given financial
year.

8.1.18- Maintain an accumulated debt ratio on the maximal equity level of
1.85/1.0, of the equity level, including, in addition, the advances of
shareholders and the posted grants.

8.1.19- Not to repurchase capital stock from Henry Birks et Fils Holding Inc.
(this company holds 98.5% of the capital stock of Henry Birks et Fils Inc., the
balance being held by the administration board and the employees (capital shares
and share purchase options).

8.1.20- Not to move its production activities out of Quebec or drastically
reduce the number of current jobs in Quebec.

8.1.21- Should the Company become a government corporation upon a first public
call for savings, the financial ratios of the working capital and the
accumulated debt / equity required in paragraphs 8.1.17 and 8.1.18, upon payment
of a dividend, must be respected at all times.

9. EVENT OF DEFAULT

9.1- Notwithstanding any contrary provision that may be contained in this offer,
and even if the conditions are met, G.Q. reserves the right to terminate any
portion of the Guarantee that has not been used or to postpone its
implementation, at its own discretion, and the Company commits itself to
repaying, on request, the loan with interest, expenses and accessory, in the
following cases, which constitute an event of default:

9.1.1- If the Company, without the G.Q's prior written authorization, moves out
of Quebec a substantial portion of its assets that are located in Quebec, except
during the routine course of the Company's business.

9.1.2- If the Company deeds its property, is liable for sequestration pursuant
to the Loi sur la faillite et l'insolvabilite (L.R.C. (1985), ch. B-3), makes a
proposal to its creditors or falls into bankruptcy pursuant to the said act, or
if it is liable to an order for winding-up under the Loi sur la liquidation des
compagnies (L.R.Q., c. L-4) or any other act to the same effect, or if it is
insolvent or about to become insolvent or if it does not maintain its legal
availability or if its financial situation, according to La Financiere,
deteriorates so as to compromise its own survival.

9.1.3- If the Company avails itself of the provisions of the act to facilitate
the transactions and arrangements among the companies and their creditors
(L.R.C. (1985), ch. c-36).

9.1.4- If the Company suspends or threatens to suspend the normal operation of a
significant portion of its business.

9.1.5- If, according to G.Q., and without its consent, significant changes arise
in the nature of the operations of the Company or in its financial and economic
risk level;

9.1.6- If, at any time, the Company enters litigation or proceedings before a
court of justice or a judicial body, a commission or government agency without
notifying G.Q., each said litigation will have an impact on the operations of
the Company.

9.1.7- In case of fraud, misrepresentation or falsification of the documents
submitted to G.Q., or to the Creditor by the Company or its representatives.

9.1.8- If the Company fails to repay to G.Q. any amount that may become due
under the terms hereof.

9.1.9- If the Company does not allocate the proceeds of the Loan to the project
submitted in the financing request.

<PAGE>

9.1.10- If the Company fails to satisfy any of the clauses and conditions
hereof, of the Loan Contract to be signed by the creditor and the Company, of
any other document accessory to the loan and of any amendment thereto, as
applicable, and generally, of any loan-related agreement.

10. INALIENABILITY

10.1- The Company will not be able to transfer the rights it is granted by
virtue of the terms hereof.

11. DECLARATION

11.1- Upon acceptance of this offer, the Company declares that all the
      information it provided to G.Q. during the period of negotiations that led
      to this offer are accurate and true.

12. INTERPRETATION

12.1- This document is subject to the application of the terms and conditions
      stipulated in the Loi sur L'Investissement- Quebec et sur garantie- Quebec
      and its regulations.

12.2- Only the French version of this offer will be deemed official, in any
event, and the latter will prevail over any translation that might be provided
with the original.

GUARANTEE- QUEBEC

By: Louis Desrosiers, Director, Portfolio
By: Jean- Charles Vincent, Regional Director
Date: 99/ 12/ 15

<PAGE>

                            ACCEPTANCE BY THE COMPANY

Upon acknowledging the terms and conditions described herein, we severally
accept this loan guarantee and we include a cheque for $6,878.13$ in payment of
the balance of the Commitment Fee of a total amount of $25,000.00, plus GST of
$418.58 and STQ of $479.87.

We also attach a cheque with the legend "VOID" bearing all the information
necessary to allow G.Q., as applicable, to receive the repayment of any
applicable amount under the Guarantee, performing electronic debit transactions.

INVESTISSEMENTS INIZIATIVA CORPORATION

By: Marco Pasteris, Chief Operating Officer
Date: December 17, 1977

Henry Birks Fils Inc.
By: Marco Pasteris, V.P. Finances
Date: December 17, 1977

Initials of G.Q's representative
Initials of the Company's representative

<PAGE>

                                   LOAN OFFER
   2002- 11- 27
   File: D104555

FROM: GUARANTEE QUEBEC, a company legally incorporated by virtue of the Loi sur
Investissement-Quebec et sur Guarantee- Quebec (L.R.Q., c.1-16.1), whose head
office is located at 1200, route de l'Eglise, bureau 500, Sainte-Foy (Quebec),
G1V 5A3, with a place of business at 393, rue Saint- Jacques, bureau 500,
Montreal (Quebec), H2Y 1N9, hereinafter referred to as G.Q.

TO: HENRY BIRKS & FILS INC., SOCIETE DE PORTEFEUILLE INC. and HENRY BIRKS & FILS
INC. legally incorporated artificial persons whose head offices are located at
1240, carre Phillips, Montreal (Quebec) H3B 3H4, hereinafter collectively
referred to as the Company.

1. LOAN GUARANTEE

1.1- G.Q. offers the Company a guarantee, hereinafter referred to as to the
Guarantee, in the form of a security deposit of sixty five percent (65%) of the
net loss on a loan, hereinafter referred to as the Loan, in the maximum amount
de $3,000,000 granted by Societe de credit commercial GMAC- Canada, by virtue of
a Loan contract signed by the Lender and the Company on October 15, 1996, which
was later amended by letters dated July 23, 1998, June 8, 1999, September 23,
1999, May 2, 2000 and January 30, 2001, hereinafter collectively referred to as
the Loan Contract.

1.2- For the purposes of the Guarantee, net loss refers to the amount of
interest and capital of the loan that requires disbursement authorization by
G.Q., which are due and not paid on the date of recall of the Loan, plus the
interest accumulated during a maximum period of three (3) months from the date
of recall of the Loan, after deduction of the net proceeds from the sale of the
securities granted in guarantee of the repayment of the Loan, all of this based,
nevertheless, on the understanding that the interest accumulated to date and
from the date of the recall of the loan at no time can exceed, in calculating
the net loss, 10% of the balance in capital of the Loan at the moment of its
recall.

1.3- The Loan will exclusively serve to finance the refurbishing and opening of
new stores, whose financing can be broken down as follows:

 Project

<TABLE>
<S>                                                                                            <C>
new location store of Victoria, Government Street, (British Colombia)                          $     622,100
Refurbishing store Southgate (Alberta)                                                         $     473,500
Refurbishing store Chinook (Alberta)                                                           $     532,600
Refurbishing store Hillside, (Refurbishing store)                                              $     254,300
New store "Canada  1" out of Quebec                                                            $     495,000
New store "Canada  2" out of Quebec                                                            $     495,000
Refurbishing  a new location of a store out of Quebec, (London, Halifax or other)              $     485,000

                                                                                               $3,330,500,00
</TABLE>

<PAGE>

Financing

<TABLE>
<S>                                                              <C>
Term loan (guaranteed at 65%)                                    $3,000,000.00
Working capital                                                  $  330,500.00
Total                                                            $3,330,500.00
</TABLE>

Date of the beginning of the project: 2000- 06- 01
Date of end of the project: 2001- 11- 30

2. DURATION OF THE GUARANTEE

The Guarantee is granted for a period of 5 years as of the date of the first
disbursement of the Loan.

3. REQUIREMENTS TO BE MET PRIOR TO THE IMPLEMENTATION OF THE GUARANTEE

3.1- Prior to the implementation of the Guarantee, the Company must meet the
following conditions to the satisfaction of G.Q., namely:

3.1.1- The minimum securities stipulated in paragraph 7.1 hereof must be
lawfully granted by the Company, include a written confirmation to this effect,
and be acknowledged by GMAC (Societe de Credit Commercial GMAC- Canada)

3.1.2- The Company undertakes to meet the requirements included in the Lender's
letter of offer accepted by the Company on January 30, 2001.

3.1.3- Commitment to maintain the current level of employment for the period of
the Guarantee, namely over 300 jobs in Quebec.

4. FEES

4.1- COMMITMENT FEE

4.1.1- This offer is subject to the payment of management-related fees, herein
referred to as a Commitment Fee, of 1% of the amount of the loan, namely
$30,000. 4.1.2- This Commitment Fee, whose balance must be paid to G.Q. upon
acceptance hereof, is not partially or fully refundable in any circumstances.

4.1.3- The mere receipt of the Commitment Fee gives rise to no right in favour
of the Company, and in no manner binds G.Q., to implement the Guarantee, those
rights and obligations only being created if the aforementioned terms and
conditions hereof are met.

4.2- GUARANTEE FEES

4.2.1- Upon each disbursement of the Loan, guarantee fees of two percent (2%)
annually, calculated on the amount of the disbursement, will be payable to G.Q.,
upon receipt, by the Company, of an invoice. The fees so due will be
proportionally adjusted to the number of remaining days between the date of the
disbursement of the loan and March 31 of the following year, using 365 days as a
reference.

<PAGE>

4.2.2- In addition, in consideration of the Guarantee, the Company undertakes to
pay annually to G.Q., on the last working day of April of each year, guarantee
fees of 2% annually, calculated on the balance of the loan on March 31 preceding
each payment.

4.2.3- Said guarantee fees will always be payable in advance for the period of
the unexpired guarantee, and it will be not fully or partially refundable under
any circumstances.

4.2.4- Notwithstanding the above, at its own discretion, G.Q. may reduce the
percentage of the guarantee fees claimed of the Company if the percentage of the
net loss it guarantees decreases.

4.3- The Commitment Fee and the guarantee fees due by the Company to G.Q. under
the terms hereof are payable without notice or formal notice within the
aforementioned term, in the offices of G.Q. or at any other location of which
G.Q. may notify the Company in writing. G.Q. will be allowed to collect from the
Company interest calculated on a monthly basis equal to the weekly, variable
rate used by G.Q., on any amount due, as of the deadline.

5. ELECTRONIC CHARGES

5.1- The Company hereby authorizes G.Q. to perform manual or electronic debit
transactions on its bank account to make any payment the Company must make to
G.Q., concerning the guarantee fees due under the terms hereof, as well as any
amount G.Q. paid to the Lender, pursuant to the Guarantee. To this effect, the
Company hereby authorizes the bank or financial institution with which it does
business to honour the debits carried out by G.Q.

5.2- G.Q. will send to the Company in advance a debit note including all the
information related to the payments to be made by the Company.

5.3- The Company undertakes to renew the aforementioned authorization if it
changes its bank or financial institution, as long as the Guarantee is in effect
or during the time the Company remains indebted to G.Q., with respect to any
payment made by G.Q., by virtue of the Guarantee, and to notify G.Q., of the
said change by sending to it a specimen cheque of its new bank or financial
institution, bearing the legend "VOID", and including al the necessary
information.

5.4- The Company accepts that the payment of the guarantee fees due by virtue
hereof be made using cheque, if G.Q. deems this payment mode more convenient, as
required.

6. REPAYMENT

6.1- The Company undertakes to repay G.Q., on request, any amount the latter is
required to pay to the Lender by virtue of the Guarantee, in capital and
interest, and to hold it harmless from any other loss, damage or expense that
might arise from the commitment of G.Q., vis-a-vis the Lender, under the terms
of the Guarantee.

7. SURETIES

7.1- For the period of the Guarantee, the Company undertakes to provide the
Lender, as a guarantee of the repayment of the Loan, the securities set out in
the Loan contract, which will grant the Lender the following mortgage rights,
derived from the Loan, as follows:

- a chattel mortgage on all current and future movable, tangible and intangible
property, of Henry Birks & Fils Inc., in the amount of $3,000,000 that takes
precedence pursuant to existing mortgage law in favour of the lender, for the
following credits granted by virtue of the Loan Contract:

- operating credit GMAC (maximum $50 M)

- GMAC term loan of $750,000 (maximum balance of $262,500)

- GMAC term loan of $400,000 (maximum balance of $387,000)

- GMAC term loan of $3,000,000

<PAGE>

- GMAC term loan of $5,000,000, G.Q., file # D052950.

8. OBLIGATIONS OF THE COMPANY

8.1- As of the date of acceptance hereof, for any period of the Guarantee and
until full payment of any amount that might be due to G.Q., by the Company by
virtue hereof or by virtue of the security deposit agreement, the Company
undertakes:

8.1.1- to provide its audited annual financial statements, its audited
consolidated financial statements (the Company must prepare this documentation
according to accounting practices generally accepted by Chartered Accountants of
Canada) within 90 days of the end of each financial year; to provide also, on
request, its bi-annual financial statements, the financial statements of its
affiliates and, as applicable its consolidated financial statements or any other
financial statement required by G.Q., within the term required by the latter;

8.1.2- to provide the annual fiscal forecast, including working hypothesis at
the beginning of every financial year;

8.1.3- to provide G.Q., on a annual basis, a copy of the renewal of its line of
credit;

8.1.4- to provide G.Q., at the latter's written request and within the
stipulated terms, any information and document it may deem useful and pertinent
to the application of the Guarantee and the Programme d'aide au financement des
entreprises;

8.1.5- Not to modify its capital - authorized shares issued at the date of this
document without the prior written consent of G.Q. (illegible handwritten text);

8.1.6- Not to wind up or dissolve without the prior written consent of G.Q.

8.1.7- Not to grant loans or advances to its shareholders, managers or officers,
except during the routine course of the Company's business or to act as surety
for them;

8.1.8- To trade on a businesslike basis by remaining at "arm's length" with
respect to its commercial relationships with all individuals;

8.1.9- To obtain the prior written consent of G.Q. before declaring or paying
any dividend to one or several classes of shareholders, except in the event set
out in 8.1.19;

8.1.10- Not to grant loans, advances or any other form of financial support to
affiliate or partner companies, make investments, grant them securities, or
carry out with them transactions that are not related to the routine course of
its business;

8.1.11- To act in such a way as to prevent any change not previously authorized
by G.Q. in the control of the Company or the ultimate control thereof; control
refers to the possession of shares with a sufficient number of voting rights to
allow the election of most managers of the Company. Ultimate control refers to
the possession of said shares by one or more persons that control the Company
using several shareholder artificial persons, one or the other or the Company.
If the shareholder who exercises the ultimate control of the Company dies, the
transfer of the shares of the dead shareholder to his/her heirs cannot be deemed
to constitute a change in the ultimate control of the Company provides that said
control remains in the hands of the legal heirs of the dead shareholder;

8.1.12- Not to sell its assets beyond ten percent (10%) (according to the last
audited financial statements) except if previously authorized by G.Q., as
applicable;

<PAGE>

8.1.13- Upon notice to the Company, to allow the representatives of G.Q., or any
external auditor assigned by G.Q., to visit the offices of the Company during
normal business hours to check, at G.Q's expense, the Company's registries,
physical facilities and stocks, in a way they will deem appropriate, and to
obtain copies of any document;

8.1.14- To allow G.Q. or the Minister of Industry and Commerce to publicly
release, if it is deemed appropriate, the outlines of the financial support
granted to the Company, including, among other things, but without being
limited, the name of the Company, type of business, location, nature and amount
of the financial transaction set out herein, as well as the number of employees
in the service of the Company;

8.1.15- To notify G.Q. 15 days in advance if the Company wishes to officially
announce its project or to officially inaugurate, so as to allow G.Q. or its
representative to participate.

8.1.16- To discharge all expenses related to the preparation, execution and
registration, as applicable, and any necessary documents to make this offer take
effect or to amend it.

8.1.17- To maintain a minimum working capital ratio of 1.15, and a long-term
debt ratio on the equity level of up to 1.5, the equity level including in
addition the advances for shareholders and the posted grants; G.Q., acknowledges
the seasonal nature of the Company and accepts that this ratio is not met from
time to time, during a given financial year.

8.1.18- To maintain the same aforementioned ratios with respect to the guarantee
that was previously granted by G.Q. to the Company under # D052950 in its files.

8.1.19- Not to pay dividends, except in the following cases:

- If the Company makes a net profit after taxes at the end of the financial
year; nevertheless, the dividend amount will not exceed one-third of the
generated net profit, and the financial ratios of the working capital and the
accumulated debt/ equity and of minimum equity in the pro-forma of payment of
dividends must be respected. Should the Company make a net profit and must pay a
dividend higher than the aforementioned calculations, it undertakes to repay the
loan in an amount equivalent to said dividend, provided that said ratio be
respected. Finally, if during of a financial year the Company does not use its
privilege to pay dividends, this amount will serve as a reserve to increase the
redistribution of dividends during subsequent years;

- If the Company is subject to a Public Purchasing Offer (PPO); in that case,
the financial ratios of the working capital and the pro-forma accumulated debt/
equity to pay the dividend must be respected.

8.1.20- Not to repurchase capital shares from Henry Birks et Fils Holding Inc.
(this company holds 98% of the capital shares of Henry Birks et Fils Inc., the
balance being held by the administration board and the employees (capital stock
and share purchasing option).

8.1.21- Not to make loans or advances to its shareholders, managers or officers,
except to the shareholder employees of the Company to purchase capital stock of
the Company and for an amount that does not exceed five hundred thousand dollars
(CAN $500,000) per financial year;

8.1.22- To maintain the number of permanent jobs in Quebec at a minimum, current
level of 300.

9. EVENT OF DEFAULT

9.1- Notwithstanding any contrary provision that may be contained in this offer,
and even if the conditions are met, G.Q. reserves the right to terminate any
portion of the Guarantee that has not been used or to postpone its
implementation, at its own discretion, and the Company undertakes to repay, on
request, the loan with interest, expenses and accessory, in the following cases,
which constitute an event of default:

<PAGE>

9.1.1- If the Company, without G.Q.'s previous, written authorization, moves out
of Quebec a substantial portion of its assets that are located in Quebec, except
during the routine course of the Company's business.

9.1.2- If the Company deeds its property, is liable to sequestration pursuant to
the Loi sur la faillite et l'insolvabilite (L.R.C. (1985), ch. B-3), makes a
proposal to its creditors or falls into bankruptcy by virtue of said act, or if
it is liable to an order for winding-up pursuant to the Loi sur la liquidation
des compagnies (L.R.Q., c. L-4) or any other act to the same effect, or if it is
insolvent or about to become insolvent or if it does not maintain its legal
availability or if its financial situation, according to La Financiere,
deteriorates so as to compromise its own survival.

9.1.3- If the Company avails itself of the provisions of the act to facilitate
the transactions and arrangements among the companies and their creditors
(L.R.C. (1985), ch. c-36).

9.1.4- If the Company suspends or threatens to suspend the normal operation of a
significant portion of its business.

9.1.5- If, according to La Financiere and without its consent, a significant
change arises in the project or its financing, in the nature of the operations
of the Company or, in general, the level of risk.

9.1.6- If, at any time, the Company enters litigation or proceedings before a
court of justice or a judicial body, a commission or a government agency without
notifying La Financiere, and that said litigation has an impact upon the
Company's operations.

9.1.7- In case of error or omission in a declaration, concealment,
misrepresentation, fraud or falsification of documents by the Company or its
representatives;

9.1.8- If the Company fails to repay G.Q., any amount that may become due under
the terms hereof.

9.1.9- If the Company does not allocate the proceeds of the Loan to the project
submitted in the financing request.

9.1.10- If the Company fails to satisfy any of clauses and conditions hereof of
the Loan Contract to be signed by the creditor and the Company, of any other
document accessory to the loan and of any amendment thereto, as applicable, and
generally, of any loan-related agreement.

10. INALIENABILITY

10.1- The Company may not surrender or transfer the rights it is granted under
the terms of this offer.

11. DECLARATION

11.1- Upon acceptance of this offer, the Company declares that all the
information it provided to G.Q. during the period of negotiations that led to
this offer are accurate and true.

12. INTERPRETATION

12.1- This document is subject to the application of the terms and conditions
set out in the Loi sur L'Investissement- Quebec et sur garantie - Quebec and its
regulations.

12.2- Only the French version of this offer will be deemed official, in any
event, and the latter will prevail over any translation that might be provided
with the original.

<PAGE>

GUARANTEE- QUEBEC

By: Biagio Carangelo, Director, Portfolio
Date: 2001/ 04/ 09
By: Jean- Charles Vincent, Regional Director
Date: 2001/ 04/ 09

                            ACCEPTANCE OF THE COMPANY

Upon learning the terms and conditions hereof, we severally accept this loan
guarantee offer, and we therefore attach a cheque for thirty thousand dollars
($30,000) in payment of the Commitment Fee that totals $30,000.

This cheque bears all the information required to allow G.Q., as applicable, to
repay any amount due by virtue of the Guarantee, by means of electronic
withdrawals.

HENRY BIRKS & FILS, SOCIETE DE PORTEFEUILLE INC.

By:
Date: April 12, 2001

HENRY BIRKS  FILS INC.

By:
Date: April 12, 2001

Initials of G.Q.'s representative
Initials of the Company's representative