MAYORS JEWELERS INC/DE
AMENDED EMPLOYMENT AGREEMENT - ALBERT RAHM II
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>5
<FILENAME>g79798exv10w19.txt
<DESCRIPTION>AMENDED EMPLOYMENT AGREEMENT - ALBERT RAHM II
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                                                                   EXHIBIT 10.19


                               AMENDMENT AGREEMENT

ENTERED INTO AS OF THE DAY OF JULY 19TH, 2002 (hereinafter referred to as the
"The Amendment Agreement"),

BETWEEN:          MAYOR'S JEWELERS, INC. a corporation duly incorporated
                  according to the laws of Delaware, having its head office at
                  14051, Northwest 14th Street, Sunrise, Florida, herein
                  represented by its Chief Executive Officer, Joe Cicio
                  (hereinafter referred to as the "Company"),

AND:              ALBERT J. RAHM, II
                  (hereinafter referred to as the "Executive"),

         WHEREAS the Company is engaged in the business of operating a chain of
retail stores specializing in jewelry, timepieces, china, crystal and giftware
(the "Business");

         WHEREAS the Executive declares possessing certain expertise in the
fields of operating jewelry stores for a retail chain;

         WHEREAS the Executive has been working for the Company since April 22,
1991 as its Vice President of Stores according to an EMPLOYMENT AGREEMENT (the
"Agreement") dated May 10, 2001;

         WHEREAS the Company is contemplating entering into a transaction under
which Henry Birks & Sons Inc or its nominee would invest US$15.0 million in the
Company (herein referred to as the Transaction);

         WHEREAS the Company has agreed and the Executive has accepted to amend
the term of the Agreement conditional upon Birks and the Company closing the
Transaction;

         WHEREAS the Company has agreed and the Executive has accepted to enter
into an Amendment Agreement on the same terms and conditions contained in the
Agreement save and except as herein detailed;

         NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS
HEREIN SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.       The parties acknowledge that the foregoing recitals are true in
         substance and in fact;

2.       The Agreement shall be amended as herein described conditional upon
         closing of the Transaction;

3.       Should the Transaction be consummated, the Agreement shall be amended
         upon the date of closing of the Transaction;

4.       Section 1.01 EMPLOYMENT AND DUTIES of the Agreement is hereby amended
         as follows: the sentence reading:

                  "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,

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                  however, this sentence shall not be operative after an Early
                  Trigger or Change of Control as defined in Section 3.01"

is deleted and replaced by the following:

                  "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 the Executive continues to be a member of
                  the top level of management of the Company, with a title and
                  responsibilities of those of a senior Executive officer, and
                  reports directly and solely to either the person then
                  designated CEO or COO".

5.       Section 3.01(g) "GOOD REASON" of the Agreement is hereby amended as
         follows: the sentence under clause (i) reading:

                  "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, titles or position conferred hereunder , and/or"

         is deleted and replaced by the following:

                  "the Executive ceases (x) to be a member of the top level of
management of the Company, (y) to have a title or responsibilities of those of a
senior Executive officer, or (z) to report directly and solely to the person
then designated either CEO or COO."

6.       At the end of Section 3.01 (g) the following sentence shall be added:

                  "A requirement by the CEO or the Board of Directors of the
Company that the Executive provide information to, or cooperate with, personnel
of any entity that is or becomes a controlling stockholder of the Company shall
not constitute Good Reason, unless such requirement has the effect of requiring
the Executive to report to someone other then the person then designated CEO or
COO of the Company."

7.       In Section 3. 04 TERMINATION, NON-RENEWAL OR RESIGNATION IN CONNECTION
         WITH A CHANGE OF CONTROL, paragraph (c), clause (y) reading:

                  "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."

         shall be deleted.

8.       Following consummation of the Transaction, it is contemplated that the
         Executive would report on, (i) a direct-line-basis, to the person then
         designated COO, with respect to matters related to the day-to-day
         operation of the Company's retail stores, and (ii) a dotted-line-basis,
         to the person then designated CEO, with respect to matters related to



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         retail strategy and policy. In addition, following consummation of the
         Transaction, the Executive will be considered a member of the senior
         management of the Company and will be a participant in regularly
         scheduled senior management meetings to be chaired by the CEO.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

MAYOR'S JEWELER'S, INC.

Per:
     -------------------------------

Signed at: /s/  JOSEPH CICIO
           -------------------------

this 22nd day of July, 2002



Acknowledged and accepted:
ALBERT J. RAHM II


/s/ ALBERT J. RAHM II
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