MAYORS JEWELERS INC/DE
EMPLOYMENT AGREEMENT 10-26-2001 DAVID BOUDREAU
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g73356ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT 10-26-2001 DAVID BOUDREAU
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT
                (AS AMENDED AND RESTATED AS OF OCTOBER 26, 2001)

                  This Agreement shall be effective as of October 26, 2001 (the
"Effective Date") by and between David Boudreau (the "Executive") and Mayor's
Jewelers, Inc., a Delaware corporation (the "Company").

                  WHEREAS, the Company and the Executive are parties to an
existing employment agreement dated October 20, 1997; and

                  WHEREAS, the parties desire to amend and restate such
employment agreement as set forth herein;

                  NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements, the parties agree as follows:

         1.       Position, Responsibilities and Term of Employment.

                  1.01     Employment and Duties. Subject to the terms and
conditions of this Agreement, the Company employs the Executive to serve as the
Senior Vice President, Chief Financial Officer and Treasurer and the Executive
accepts such employment and agrees to perform in a diligent, careful and proper
manner such reasonable responsibilities and duties commensurate with such
position as may be assigned to Executive by the CEO or other designees of the
Company. Such title and duties may be changed in a manner deemed appropriate
from time to time by the CEO or the Board of Directors so long as such title and
duties are consistent with Executive's employment level and qualifications;
provided, however, this sentence shall not be operative after an Early Trigger
or Change of Control as defined in Section 3.01. Executive agrees to devote
substantially all business time and efforts to and give undivided loyalty to the
Company.

                  1.02     Term. Subject to the provisions of this Agreement,
the term of this Agreement shall be two years from the Effective Date and shall
automatically renew for successive one year periods unless either party gives
written notice to the other of its intention not to renew on or before 120 days
prior to the end of the then annual term.

         2.       Compensation.

                  2.01     Base Salary. During the term of this Agreement, the
Company shall pay Executive a minimum base annual salary, before deducting all
applicable withholdings, of $220,000 per year, payable at all times and in the
manner dictated by the Company's standard payroll policies. The Executive shall
be eligible to receive annual base salary increases as determined at the
Company's discretion based upon Executive's performance.

                  2.02     Incentive Compensation.

                  (a)      Annual Cash Bonus. In addition to a base salary, the
Executive shall be entitled to receive an annual cash bonus for each fiscal year
of the Company that ends during the Term (the "Bonus Award") based upon the
achievement of performance goals. A target level (or levels) shall be
established, which, if achieved, shall entitle the Executive to 45% of base
salary. Minimum and maximum levels shall also be established, which, if
achieved, shall entitle the Executive to 22.5% and 90% of base salary,
respectively. Achievement levels that fall between the established levels shall
entitle the Executive to an interpolated percentage of Base Salary. Performance
goals may be based on more than one factor. To the extent more than one factor
is established, each factor shall be assigned a weighted percentage to determine
what portion of the total bonus percentage shall be attributable to such factor.
The entitlement to a Bonus Award for a fiscal year shall be determined based on
the Company's audited consolidated financial statements, and any Bonus Award
payable for such year shall be paid as soon as practicable after release of such
statements. The criteria for achieving the Bonus Award shall be set annually by


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the Compensation Committee after consultation with the Executive within the
first quarter of each fiscal year, except for the first fiscal year.

                  (b)      Long-term Incentive Awards. Each year, the
Compensation Committee shall consider the Executive for an award of stock
options or other long-term incentive award. In determining whether and to what
extent the Executive will be granted an award, the Compensation Committee may,
in its discretion, consider the Executive's employment level, the achievement of
the targets set forth in Section 2.02(a) for the prior year, benchmarking with
comparable companies by outside compensation consultants, and such other factors
as it deems relevant.

                  2.03     Participation in Benefit Plans. The Executive shall
be eligible to participate in, and receive benefits under, all the Company's
Executive benefit plans and arrangements in effect on the Effective Date for as
long as such plans and arrangements may remain in effect (including, but not
limited to, participation in any other pension, financial planning, profit
sharing, stock bonus plan or stock option plan adopted by the Company, and all
group life, health, disability plans and other insurance) or any substitute or
additional plans, policies or arrangements made available in the future to
similarly situated Executives of the Company, subject to, and on a basis
consistent with, the terms, conditions and overall administration of such plans,
policies and arrangements. Family medical and dental coverage under the standard
Company plans will be paid by the Company. Nothing paid to the Executive under
any plan, policy or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of other compensation to the Executive
hereunder as described in this Section 2.

                  2.04     Vacation Days. The Executive shall be entitled to
four weeks of vacation each year consistent with Company policy for senior
Executive officers. Unused vacation days may not be carried over from year to
year.

                  2.05     Expenses. During the term of employment hereunder,
the Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by Executive in accordance with the policies and
procedures established by the Company or the Board for Executives of the Company
in performing services hereunder, including a car allowance of $600.00 each
month plus expenses of operation, repairs and maintenance, including appropriate
insurance and excess mileage charges. Executive shall receive a tax
reimbursement each year for all car expenses consistent with Company policy. The
amount of the car allowance shall be reviewed by the Company periodically.

         3.       Termination.

                  3.01     Certain Definitions. For purposes of this Agreement,
the following terms have the meanings indicated:

                           (a)      "Cause" shall mean: (i) the willful and
continued failure by the Executive to substantially perform his duties for the
Company (other than any such failure resulting from the Executive's incapacity
due to physical or mental illness, or any such actual or anticipated failure
after the Executive announces his intention to resign for Good Reason), and such
failure is not cured by the Executive within fifteen days from the date the
Company notifies the Executive thereof in writing, (ii) the willful engaging by
the Executive in misconduct which is financially injurious to the Company, or
(iii) the Executive's conviction or a pleading of guilty or nolo contendre with
respect to the commission of a felony. No act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company.

                           (b)      "Change in Control" shall be deemed to have
occurred upon:

                                    (i)      the date of the acquisition by any
"person" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), excluding the Company or any of its subsidiaries or affiliates or any
Executive benefit plan sponsored by any of the foregoing, of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20% or
more of either (x) the then outstanding shares of common stock of the Company or
(y) the then outstanding voting securities entitled to vote generally in the
election of directors; or


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                                    (ii)     the date the individuals who
constitute the Board as of the date of this Agreement (the "Incumbent Board")
cease for any reason to constitute at least a majority of the members of the
Board, provided that any individual becoming a director subsequent to the
effective date of this Agreement whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than any individual whose
nomination for election to Board membership was not endorsed by the Company's
management prior to, or at the time of, such individual's initial nomination for
election) shall be, for purposes of this Agreement, considered as though such
person were a member of the Incumbent Board; or

                                    (iii)    the consummation of a merger,
consolidation, recapitalization, reorganization, sale or disposition of all or a
substantial portion of the Company's assets, a reverse stock split of
outstanding voting securities, the issuance of shares of stock of the Company in
connection with the acquisition of the stock or assets of another entity,
provided, however, that a Change in Control shall not occur under this clause
(iii) if consummation of the transaction would result in at least 80% of the
total voting power represented by the voting securities of the Company (or, if
not the Company, the entity that succeeds to all or substantially all of the
Company's business) outstanding immediately after such transaction being
beneficially owned (within the meaning of Rule 13d-3 promulgated pursuant to the
Exchange Act) by at least 75% of the holders of outstanding voting securities of
the Company immediately prior to the transaction, with the voting power of each
such continuing holder relative to other such continuing holders not
substantially altered in the transaction.

                  (c)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                  (d)      "Disability" shall mean the Executive's inability to
perform his duties by reason of mental or physical disability for at least
one-hundred eighty (180) days in any three-hundred sixty-five (365) day period.
In the event of a dispute as to whether the Executive is disabled within the
meaning hereof, either party may from time to time request a medical examination
of the Executive by a doctor appointed by the Chief of Staff of a hospital
selected by mutual agreement of the parties, or as the parties may otherwise
agree, and the written medical opinion of such doctor shall be conclusive and
binding upon the parties as to whether the Executive has become disabled and the
date when such disability arose. The cost of any such medical examination shall
be borne by the Company.

                  (e)      "Early Trigger" shall mean:

                           (i)      commencement (within the meaning of Rule
14d-2 as promulgated under the Exchange Act) of a "tender offer" for stock of
the Company subject to Section 14(d)(2) of the Exchange Act; or

                           (ii)     the execution by the Company of an agreement
the consummation of which would constitute a Change in Control; or

                           (iii)    the solicitation of proxies for the election
of directors by anyone other than the Company; or

                           (iv)     the approval by the Company's stockholders
of any transaction described in Section 3.01 (b)(iii).

                  (f)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time. References to any provision of the
Exchange Act shall be deemed to include rules thereunder and successor
provisions and rules thereto.

                  (g)      "Good Reason" shall mean (i) the Company changes the
Executive's status, title or position as an officer of the Company and such
change represents a material reduction in such status, title or position
conferred hereunder, and/or (ii) the Company materially breaches any material
provision of this Agreement


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(including, without limitation, a reduction in the Executive's base
salary),and/or (iii) any attempted relocation of the Executive's place of
employment to a location more than 50 miles from the location of such employment
on the date of such attempted relocation, and/or (iv) within the two-year period
following a Change in Control, there is a reduction in the Executive's target
bonus, or a reduction in the aggregate of the level of benefits available to the
Executive pursuant to Section 2.03, in each case as compared to the Executive's
entitlements immediately prior to the Change in Control, and such change, breach
or reduction is not cured by the Company within fifteen (15) days from the date
the Executive delivers a Notice of Termination for Good Reason. Such "Notice of
Termination for Good Reason" shall include the specific section of this
Agreement which was relied upon and the reason that the Company's act or failure
to act has given rise to his termination for Good Reason.

                  3.02     Termination Without Cause, Non-Renewal, or
Resignation with Good Reason.

                           (a)      In the event at any time of (i) the
termination of the employment of the Executive without Cause (for any reason
other than by death or Disability) or (ii) the non-renewal of this Agreement by
the Company or (iii) the resignation of the Executive from the Company within 30
days of an event constituting Good Reason, the Company shall pay or provide to
the Executive only the following:

                                    (i)      any earned and accrued but unpaid
installment of base salary through the date of the Executive's resignation or
termination at the rate in effect immediately prior to such resignation or
termination (or, if greater, immediately prior to the occurrence of an event
that constitutes Good Reason) and all other unpaid amounts to which the
Executive is entitled as of such date under any compensation plan or program of
the Company (including payment for any vacation time not taken during the year
in which termination occurs), such payments to be made in a lump sum within 15
days following the date of resignation or termination; and

                                    (ii)     the amount the Executive would have
been entitled to pursuant to Section 2.02(a), had Executive remained employed
through the end of the fiscal year in which termination occurs, multiplied by a
fraction, the numerator of which is the number of days from the beginning of
such fiscal year to the date of termination, and the denominator of which is
365, such amount to be paid no later than the time annual bonuses are paid to
other executives of the Company; and

                                    (iii)    in lieu of any further salary
payments to the Executive for periods subsequent to his date of resignation or
termination, an amount equal to the Executive's annual base salary in effect
immediately prior to the Executive's resignation or termination (or, if greater,
immediately prior to the occurrence of an event that constitutes Good Reason),
such payment to be made in a lump sum within 15 days following the date of the
Executive's resignation or termination; and

                                    (iv)     for a period of one year following
the Executive's date of resignation or termination, the Company shall reimburse
the Executive for the reasonable expenses incurred by Executive in seeking
employment with another employer including the fees of a reputable outplacement
organization that provides placement services for positions commensurate with
the position the Executive held with the Company; and

                                    (v)      The Company shall maintain in full
force and effect for one year following the date of the Executive's resignation
or termination, all financial planning, health and dental programs (not life or
disability programs) in which the Executive was entitled to participate either
immediately prior to the Executive's resignation or termination or immediately
prior to the occurrence of an event that constitutes Good Reason, provided that
the Executive's continued participation is possible under the general terms and
provisions of such plans and programs. To the extent Cobra is available, the
Company's obligations are satisfied by paying the Executive's monthly premiums
for a one year period under Cobra, and then the Executive may continue the Cobra
coverage at the Executive's expense. Additionally, the Executive shall be paid a
lump sum cash payment of $10,000 in full satisfaction of participation in all
disability and life insurance programs, which participation (other than receipt
of benefits) shall not continue following the Executive's termination of
employment; and


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                                    (vi)     continued payment of the automobile
allowance, or continued provision of the Company-owned or leased vehicle, as the
case may be, as well as payment of expenses of operation, maintenance,
insurance, excess mileage fees and tax gross ups that were paid or provided to
the Executive immediately prior to his resignation or termination (or, if more
valuable to the Executive, immediately prior to the occurrence of an event that
constitutes Good Reason) on the same basis that it was then paid or provided
until the end of the one year period following the date of resignation or
termination; and

                                    (vii)    vesting of the installment of each
outstanding stock option held by the Executive that would have next vested
following such termination of employment, multiplied by a fraction, the
numerator of which is the number of days from the beginning of the vesting year
to the date of termination, and the denominator of which is 365.

                           (b)      Notwithstanding the foregoing, in the event
the aggregate amount of all payments that the Executive would receive pursuant
to Section 3.02(a) plus payments to be made to the Executive outside this
Agreement would result in a "parachute payment" (as defined in Section
280G(b)(2) of the Code) but for this Section 3.02(b), as determined in good
faith by the Company, the aggregate amount of the payments required to be paid
to the Executive pursuant to this Section 3.02(a) shall be reduced to the
largest amount that would result in no portion of any payment to the Executive
being subject to the excise tax imposed by Section 4999 of the Code.

                  3.03     Termination for Cause, Disability, Death or
Resignation without Good Reason. In the event of the Executive's termination of
employment for Cause, death or Disability or his resignation without Good
Reason, only the amounts set forth in clause (i) of Section 3.02(a) shall be
payable to the Executive, provided that in the event of death, the amount set
forth in clause (ii) of Section 3.02(a) shall be payable as well.

                  3.04     Termination, Non-Renewal or Resignation in connection
with a Change in Control.

                           (a)      Notwithstanding the provisions of Section
3.02, in the event of the resignation, termination or non-renewal of the
employment of the Executive for any reason specified in Section 3.02(a), and
such resignation or termination or non-renewal occurs within the two year period
following a Change in Control, then the Executive shall be entitled to receive
the following payments or benefits upon the date of the Executive's resignation
or termination or non-renewal of employment:

                                    (i)      the amounts and benefits specified
in Sections 3.02(a)(i) and (vii); and

                                    (ii)     a lump sum payment equal to the
average annual bonus paid to the Executive for the 3 fiscal years ending prior
to the Change in Control, multiplied by a fraction, the numerator of which is
the number of days from the beginning of the fiscal year in which the
Executive's termination of employment occurs to the date of termination, and the
denominator of which is 365, such amount to be paid within 10 business days of
such termination; and

                                    (iii)    two times the amount specified in
Section 3.02(a)(iii); and

                                    (iv)     the benefits specified in clauses
(iv), (v) and (vi) of Section 3.02(a), except that, in lieu of one year, the
period for which such benefits are to be provided shall be for two years and the
$10,000 in clause (v) is doubled to $20,000; and

                                    (v)      an amount that, on an after-tax
basis (including federal income and excise taxes, and state and local income
taxes) equals the excise tax imposed by Section 4999 of the Code upon which the
Executive by reason of amounts payable under this Section 3.04(a) (including
this clause (v)), as well as amounts payable outside of this Agreement by the
Company that are described in Section 280G(b)(2)(A)(i) of the Code. For purposes
of this clause, the Executive shall be deemed to pay federal, state and local
income taxes at the highest marginal rate of taxation.


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<PAGE>

                           (b)      In the case of a resignation or termination
for a reason specified in Section 3.02 which follows an Early Trigger, the
Executive shall be entitled to the payments and benefits specified in Section
3.02 at the times specified therein, and if such Early Trigger ultimately
results in a Change in Control, the Executive shall be entitled to the payments
and benefits specified in Section 3.04(a) to be paid or commence upon the Change
in Control, offset by any payments previously made or benefits previously
provided pursuant to Section 3.02.

                           (c)      Solely for purposes of this Section 3.04,
(x) other than in the case of the Executive's conviction of a felony, the
Executive shall not be deemed to have been terminated for Cause by the Company
hereunder without (i) notice to the Executive setting forth the reasons for the
Company's intention to terminate the Executive for Cause, (ii) an opportunity
for the Executive, together with his counsel, to be heard before the Board, and
(iii) delivery to the Executive of written notice from the Board finding that in
the reasonable good faith opinion of the Board, the Executive was guilty of
conduct set forth in the definition of Cause in Section 3.01 hereof, and
specifying the particulars thereof in detail and (y) Good Reason shall include a
change in the Executive's status, title or position as an officer of the Company
and such change represents a material reduction in such status, title or
position as in effect immediately prior to a change in control.

                  3.05     Withholding. The Company shall have the right to
deduct from any amounts payable under this Agreement an amount necessary to
satisfy its obligation, under applicable laws, to withhold income or other taxes
of the Executive attributable to payments made hereunder.

                  3.06     No Obligation to Mitigate Damages; No Effect on Other
Contractual Rights. The Executive shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the date of resignation or
termination, or, with respect to amounts payable pursuant to Section 3.04, by
any set-off, counterclaim, recoupment, defense or other right which the Company
may have against the Executive. The provisions of this Agreement, and any
payment provided for hereunder, shall not reduce any amounts otherwise payable,
or in any way diminish the Executive's existing rights, or rights the Executive
may acquire in the future, under any Executive benefit plan, incentive plan,
employment agreement or other contract, plan or arrangement.


         4.        Noncompetition/Confidentiality

                  (a)      The Executive agrees that during his employment with
the Company, and for the a one year period thereafter (and, as to clauses (iii)
and (iv) of this Section 4(a), at any time thereafter) he will not, directly or
indirectly, do or suffer any of the following:

                           (i)      Own, manage, control or participate in the
ownership, management or control of, or be employed or engaged by or otherwise
affiliated or associated (collectively, "Employed") as a consultant, independent
contractor or otherwise with, any other corporation, partnership,
proprietorship, firm, association, or other business entity, or otherwise engage
in any business, which is engaged in any manner in, or otherwise competes with,
the business of the Company or any of its affiliates (as conducted on the date
the Executive ceases to be employed by the Company in any capacity, including as
a consultant) (a "Prohibited Business") in the United States of America or any
of the foreign countries in which the Company or any of its affiliates is doing
business (a "Competing Business") for so long as this Section 4(a)(i) shall
remain in effect, nor solicit any person or business that was at the time of the
Executive's termination of employment, or within one year prior thereto, a
customer or supplier of the Company or any of its affiliates; provided, however,
that, notwithstanding the foregoing, the Executive shall not be deemed to be
Employed by a Competing Business if the Board or a committee of the Board
determines that the Executive has established by clear and convincing evidence
all of the following: (A) such entity (including its affiliates in aggregate)
does not derive Material Revenues (as defined below) from the aggregate of all
Prohibited Businesses, (B) such entity (including its affiliates in aggregate)
is not a Competitor (as defined below) of the Company and its affiliates and (C)
Executive has no direct responsibility for or otherwise with respect to any
Prohibited Business; for purposes of this clause (i), Material Revenues shall
mean that 5%


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or more of the revenues of the entity (including its affiliates in aggregate)
are derived from the aggregate of all Prohibited Businesses; an entity shall be
deemed a Competitor of the Company and its affiliates if the combined gross
receipts of the entity (including its affiliates in aggregate) from any
Prohibited Business is more than 25% of the gross receipts of the Company and
its affiliates in such Prohibited Business; and an "affiliate" of an entity is
any entity controlled by, controlling or under common control with the entity;

                           (ii)     Employ, assist in employing, or otherwise
associate in business with any present Executive, officer or agent of the
Company or its affiliates;

                           (iii)    Induce any person who is an Executive,
officer or agent of the Company, or any member of the Company or its affiliates,
to terminate said relationship; and

                           (iv)     Disclose, divulge, discuss, copy or
otherwise use or suffer to be used in any manner, in competition with, or
contrary to the interests of, the Company, or any member of the Company or its
affiliates, the customer lists, manufacturing and marketing methods, product
research or engineering data, vendors, contractors, financial information,
business plans and methods or other trade secrets of the Company, or any member
of the Company or its affiliates, it being acknowledged by the Executive that
all such information regarding the business of the Company or its affiliates
compiled or obtained by, or furnished to, the Executive while the Executive
shall have been employed by or associated with the Company is confidential
information and the Company's exclusive property (it being understood, however,
that information publicly disclosed by the Company shall not be subject to this
Section 4(a)(iv), provided that such information may not be used in connection
with any of the activities prohibited under clauses (i) and (ii) of this Section
4(a) for so long as such clauses remain in effect);

provided, however, if the Executive's employment is terminated under
circumstances described in Section 3.04, then clauses (i) and (ii) of this
Section 4(a) shall terminate immediately.

                  (b)      The Executive expressly agrees and understands that
the remedy at law for any breach by him of any of the provisions of this Section
4 will be inadequate and that damages flowing from such breach are not readily
susceptible to being measured in monetary terms. Accordingly, it is acknowledged
that upon adequate proof of the Executive's violation of any legally enforceable
provision of this Section 4, the Company shall be entitled to immediate
injunctive relief and may obtain a temporary order restraining any threatened or
further breach. Nothing in this Section 4 shall be deemed to limit the Company's
remedies at law or in equity for any breach by the Executive of any of the
provisions of this Section 4 which may be pursued or availed of by the Company.

                  (c)      In the event the Executive shall violate any legally
enforceable provision of this Section 4 as to which there is a specific time
period during which he is prohibited from taking certain actions or from
engaging in certain activities, as set forth in such provision, then, such
violation shall toll the running of such time period from the date of such
violation until such violation shall cease; provided, however, the Company shall
seek appropriate remedies in a reasonably prompt manner after discovery of a
violation by the Executive.

                  (d)      The Executive has carefully considered the nature and
extent of the restrictions upon him and the rights and remedies conferred upon
the Company under this Section 4, and hereby acknowledges and agrees that the
same are reasonable in time and territory, are designed to eliminate competition
which otherwise would be unfair to the Company, are designed to not stifle the
inherent skill and experience of the Executive, would not operate as a bar to
the Executive's sole means of support, are fully required to protect the
legitimate interests of the Company and do not confer a benefit upon the Company
disproportionate to the detriment to the Executive.

                  (e)      If any decision maker determines that any of the
covenants contained in this Section 4 (the "Restrictive Covenants"), or any part
thereof, is unenforceable because of the duration or geographical scope of such
provision, the duration or scope of such provision, as the case may be, shall be
reduced so that such provision becomes enforceable and, in its reduced form,
such provision shall then be enforceable and shall be enforced.


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<PAGE>

                  (f)      The Company and the Executive intend to and hereby
confer jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of the Restrictive Covenants. If the
courts of any one or more or such jurisdictions hold the Restrictive Covenants
wholly unenforceable by reason of breadth of scope or otherwise, it is the
intention of the Company and the Executive that such determination not bar or in
any way affect the Company's right to the relief provided above in the courts of
any other jurisdiction within the geographical scope of such Restrictive
Covenants as to breaches of such Restrictive Covenants in such other respective
jurisdictions, such Restrictive Covenants as they relate to each jurisdiction
being, for this purpose, severable, diverse and independent covenants, subject,
where appropriate, to the doctrine of res judicata.


         5.       Assignment. The rights and obligations of the parties under
this Agreement shall not be assignable by either the Company or the Executive,
provided that this Agreement is assignable by the Company to any affiliate of
the Company, to any successor in interest to the business of any of the Company,
or to a purchaser of all or substantially all of the assets of any of the
Company. The Company will require any successor or assign (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession or assignment had taken place. For purposes of clarity, any
failure of the Company to obtain such agreement prior to the effectiveness of
any such succession or assignment shall be a material breach of this Agreement
and shall entitle the Executive to terminate this Agreement for good reason. As
used in this Agreement, the term "Company" shall mean the Company as
hereinbefore defined and any successor or assign to its business and/or assets
as aforesaid which executes and delivers the agreement provided for in this
Section 5 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.

         6.       Miscellaneous.

                  6.01     Governing Law. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
Florida.

                  6.02     Notices. Any notice, request, or instruction to be
given hereunder shall be in writing and shall be deemed given when personally
delivered or three days after being sent by United States certified mail,
postage prepaid, with return receipt requested to, the parties at their
respective addresses set forth below:

                           (a)      To the Company:

                                    Mayor's Jewelers, Inc.
                                    14051 Northwest 14th Street
                                    Sunrise, Florida 33323

                                    Attention:  CEO

                           (b)      To the Executive:

                                    David Boudreau
                                    380 Coconut Circle
                                    Weston, FL 33326

                  6.03     Severability. If any paragraph, subparagraph or
provision hereof is found for any reason whatsoever to be invalid or
inoperative, that paragraph, subparagraph or provision shall be deemed severable
and shall not affect the force and validity of any other provision of this
Agreement. If any covenant herein is determined by a court to be overly broad
thereby making the covenant unenforceable, the parties agree and it is their
desire that such court shall substitute a reasonable judicially enforceable
limitation in place of the offensive part of the covenant and that as so
modified the covenant shall be as fully enforceable as if set forth herein by
the parties themselves in the modified form. The covenants of Executive in


                                       23
<PAGE>

this Agreement shall each be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action
of Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants in this Agreement.

                  6.04     Entire Agreement, Amendment and Waiver. This
Agreement constitutes the entire agreement and supersedes all prior agreements
of the parties hereto relating to the subject matter hereof, and there are no
oral terms or representations made by either party other than those herein. This
Agreement may not be amended, supplemented or waived except by a writing signed
by the party against which such amendment or waiver is to be enforced. The
waiver by any party of a breach of any provision of this Agreement shall not
operate to, or be construed as a waiver of, any other breach of that provision
nor as a waiver of any breach of another provision.

                  6.05     Arbitration of Disputes. Any controversy or claim
arising out of or relating to this Agreement, or breach thereof (other than
those arising under Section 4, to the extent necessary for the Company to avail
itself of the rights and remedies provided under Section 4), shall be submitted
to arbitration in Broward County, Florida in accordance with the Rules of the
American Arbitration Association, and judgment upon the award may be entered in
any court having jurisdiction thereof, provided, however, that the parties agree
that (i) the panel of arbitrators shall be prohibited from disregarding, adding
to or modifying the terms of this Agreement; (ii) the panel of arbitrators shall
be required to follow established principles of substantive law and the law
governing burdens of proof; (iii) only legally protected rights may be enforced
in arbitration; (iv) the panel of arbitrators shall be without authority to
award punitive or exemplary damages; (v) the chairperson of the arbitration
panel shall be an attorney licensed to practice law in Florida who has
experience in similar matters; and (vii) any demand for arbitration made by the
executive must be filed and served, if at all, within 365 days of the occurrence
of the act or omission complained of. Any claim or controversy not submitted to
arbitration in accordance with this Section shall be considered waived and,
thereafter, no arbitration panel or tribunal or court shall have the power to
rule or make any award on any such claim or controversy. The award rendered in
any arbitration proceeding held under this Section shall be final and binding,
and judgment upon the award may be entered in any court having jurisdiction
thereof, provided that the judgment conforms to established principles of law
and is supported by substantial record evidence.


                  6.06     Enforcement.

                  (a)      This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive should die while any amounts are still payable to him hereunder, all
such amounts shall be paid in accordance with the terms of this Agreement to the
Executive's estate or beneficiary.

                  (b)      In the event that the Company shall fail or refuse to
make payment of any amounts due the Executive hereunder within the appropriate
time period, the Company shall pay to the Executive, in addition to the payment
of any other sums provided in this Agreement, interest, compounded daily, on any
amount remaining unpaid from the date payment is required until paid to the
Executive, at the rate from time to time announced by Chase Manhattan Bank as
its "prime rate" plus 2%, each change in such rate to take effect on the
effective date of the change in such prime rate.

                  (c)      The Company shall pay promptly as incurred (and in
any event within 10 days of its receipt of proper documentation of) all
reasonable fees and expenses (including attorneys' fees) that the Executive may
incur following a Change in Control as a result of the Company's contesting the
validity, enforceability, or the Executive's interpretation of, the provisions
of this Agreement relating to the Executive's entitlements pursuant to Section
3.04 (regardless of the outcome of any litigation to enforce this Agreement).

                  (d)      In the event proceedings are initiated by either
party to enforce the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable costs, expenses, and attorney's fees from the
other party, except to the extent such costs, fees and expenses are covered by
Section 6.06(c), in which case Section 6.06(c) shall control.


                                       24
<PAGE>

                  6.07     Survival of Rights and Obligations. All rights and
obligations of the Executive or the Company arising during the term of this
Agreement shall continue to have full force and effect after the date that this
Agreement terminates or expires.

                  6.08     Counterparts. This Agreement may be executed in two
counterparts, each of which is an original but which shall together constitute
one and the same instrument.

                  6.09     Release/Covenants. As a condition to his entitlement
to receive termination payments, Executive shall (i) have executed and delivered
to the Company a waiver and release satisfactory to the Company waiving and
releasing all claims against the Company and its direct or indirect subsidiaries
and their respective officers, agents, directors and Executives, and such waiver
and release shall have become irrevocable, and (ii) comply with Sections 4 and
6.11.

                  6.10     Written Resignation. In the event this Agreement is
terminated for any reason (except by death), the Executive agrees that if at the
time Executive is a director or officer of the Company or any of its direct or
indirect subsidiaries, Executive will immediately deliver a written resignation
as such director or officer, such resignation to become effective immediately.

                  6.11     Return of Documents and Property. Upon the
termination of the Executive's employment with the Company, or at any time upon
the request of the Company, the Executive (or Executive's heirs or personal
representatives) shall deliver to the Company (a) all documents and materials
(including, without limitation, computer files) containing confidential
information relating to the business and affairs of the Company and its direct
and indirect subsidiaries, and (b) all documents, materials and other property
(including, without limitation, computer files) belonging to the Company or its
direct or indirect subsidiaries, which in either case are in the possession or
under the control of the Executive (or Executive's heirs or personal
representatives).

                  6.12     Executive's Representations. The Executive represents
and warrants to the Company that (i) he is able to perform fully his duties and
responsibilities contemplated by this Agreement and (ii) there are no
restrictions, covenants, agreements or limitations of any kind on his right or
ability to enter into and fully perform the terms of this Agreement.

                                    Execution

         Upon execution below by both parties, this Agreement will enter into
full force and effect as of October 26, 2001.

                                            MAYOR'S JEWELERS, INC.


                                            By: /s/ Isaac Arguetty
                                                     CEO

                                            EXECUTIVE


                                            /s/  David Boudreau


                                       25

</TEXT>
</DOCUMENT>
