Edgar Filing: MAYORS JEWELERS INC/DE

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party Other Than the Registrant [ ]

Check the appropriate box:

|X| Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under 14a-12

MAYOR'S JEWELERS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement no.:

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(3) Filing Party:

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(4) Date Filed:

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[MAYOR'S LOGO]

14051 Northwest 14th Street
Sunrise, Florida 33323

(954) 846-8000

TO OUR STOCKHOLDERS:

You are cordially invited to attend the Annual Meeting of stockholders
of Mayor's Jewelers, Inc. (the "Company") to be held at ______ a.m., local time,
on ________ ___, 2001, at _________________________________. The Notice of, and
Proxy Statement for, the 2001 Annual Meeting of Stockholders follow.

At the Annual Meeting, stockholders will elect three persons to serve
as directors until the 2004 Annual Meeting and until their successors have been
elected and qualified (Proposal 1 on your Proxy). The Proxy Statement contains
information regarding the Company's nominees for election to the Board of
Directors. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE COMPANY'S
SLATE OF NOMINEES NAMED IN THIS PROXY STATEMENT.

Stockholders will also vote to ratify the Board's appointment of
Deloitte & Touche LLP as the Company's independent public accountants for the
year ending February 2, 2002 (Proposal 2 on your Proxy) and a stockholder
proposal (Proposal 3 on your Proxy), if properly presented at the Annual
Meeting. YOUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AND "AGAINST" THE STOCKHOLDER PROPOSAL.

Your vote is important. Whether or not you plan to attend the Annual
Meeting, we request that you promptly complete, date, sign and return the
enclosed WHITE proxy card in the enclosed pre-addressed envelope. No postage is
necessary if you mail your proxy in the United States. You may revoke your proxy
at any time prior to the Annual Meeting. If you attend the Annual Meeting and
wish to change your proxy vote, you may do so automatically by voting in person
at the Annual Meeting.

You should be aware that you may hear from a stockholder group headed
by Phillip Goldstein seeking to solicit proxies to elect his nominees for
director. We urge you not to sign any proxy card provided by the Goldstein group
until we have had a chance to respond. If you have previously signed a green
proxy card sent by Goldstein, your Board urges you to promptly sign, date and
mail the enclosed WHITE proxy card, which will revoke any earlier dated proxy
cards solicited by Goldstein.

We appreciate your continued support and interest in the Company. We
thank you for voting promptly.

On behalf of the Board of Directors

Sincerely,

[SIGNATURE TO COME]

Isaac Arguetty
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD

April ___, 2001
Sunrise, Florida

MAYOR'S JEWELERS, INC.

14051 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD _________ __, 2001

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TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of Mayor's Jewelers, Inc., a
Delaware corporation, will be held on ______, _________ __, 2001, at ______
a.m., local time at _________________________________, for the following
purposes:

(1) To elect three directors to serve for terms as specified
herein or until their successors are elected;

(2) To ratify the appointment of Deloitte & Touche LLP as the
independent accountants of the Company for the fiscal year ending
February 2, 2002;

(3) To consider, if properly presented at the Annual Meeting,
a stockholder proposal, opposed by the Board of Directors and
Management; and

(4) To transact such other business as may properly come
before the meeting or any adjournment thereof.

These business items are described in the accompanying Proxy Statement.

Only stockholders of record at the close of business on April 20, 2001
are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person.

Sincerely,

Richard Bowers
SECRETARY

Sunrise, Florida
April __, 2001

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED WHITE PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.

PRELIMINARY PROXY STATEMENT
(SUBJECT TO COMPLETION)

MAYOR'S JEWELERS, INC.

14051 NORTHWEST 14TH STREET
SUNRISE, FLORIDA 33323

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PROXY STATEMENT

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2001 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed Proxy is solicited by the Board of Directors of Mayor's
Jewelers, Inc. ("Mayor's" or the "Company") for use at the Annual Meeting of
Stockholders to be held on ______, __________ __, 2001, at ______ a.m., local
time, or at any adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at _________________________________.

These proxy solicitation materials were mailed on or about ________ __,
2001. THE COMPANY'S ANNUAL REPORT WILL BE FURNISHED TO ALL PERSONS BEING
SOLICITED AT LEAST 20 DAYS BEFORE THE DATE OF THE COMPANY'S ANNUAL MEETING.

The Company's corporate offices are located at 14051 Northwest 14th
Street, Sunrise, Florida 33323, and its phone number at such address is (954)
846-8000.

RECORD DATE

Stockholders of record at the close of business April 20, 2001 are
entitled to notice of and to vote at the meeting. At the record date, __________
shares of the Company's voting common stock were issued and outstanding.

A list of stockholders entitled to vote at the meeting will be
available at the Company's corporate offices on _______ __, 2001 and for ten
days prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is used by delivering to the Company a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.

VOTING AND SOLICITATION

If a proxy in the form distributed by the Company is properly executed
and returned to the Company, the shares represented by that proxy will be voted
at the Annual Meeting. Where a stockholder specifies a choice, the proxy will be
voted as specified. If no choice is specified, the shares represented by the
proxy will be voted FOR the election of all nominees, FOR the ratification of
the appointment of the independent accountants and AGAINST the stockholder
proposal.

Each share has one vote on each matter properly submitted for a vote at
the meeting. A majority of the outstanding shares of voting common stock will
constitute a quorum at the meeting. Abstentions and broker nonvotes are counted
for purposes of determining the presence of a quorum. The nominees receiving the
most support for the number of positions to be filled are elected directors.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders, whereas broker nonvotes are not counted for purposes of
determining whether a proposal has been approved.

Proxies are being solicited by and on behalf of the Company's Board of
Directors. The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
card and any additional soliciting material furnished to stockholders. The
Company will also reimburse brokerage firms and other persons representing
beneficial owners of shares of their expense in forwarding solicitation material
to such beneficial owners. The Company has retained MacKenzie Partners, Inc.,
156 Fifth Avenue, New York, New York 10010, to assist the Company in the
distribution of the proxy materials and the solicitation of proxies for an
estimated fee of $_______ plus reimbursement of reasonable out-of-pocket
expenses of which $_______ has been paid as of _______ ___, 2001. Mackenzie
Partners may solicit proxies from stockholders by mail, telephone, telex,
telegram or personal call or visit. The Company has also agreed to indemnify
Mackenzie Partners against certain liabilities and expenses. Mackenzie Partners
will employ approximately _____ people to solicit the Company's stockholders. In
addition, directors, officers and other employees of the Company may, without
additional compensation therefor, solicit proxies by telephone, telegram,
facsimile or personal communication.

Expenses related to the solicitation of stockholders, in excess of
those normally spent for an Annual Meeting, are expected to aggregate
approximately $_______, of which approximately $_____ has been spent to date.
Appendix A sets forth certain information relating to the Company's directors,
nominees, officers and other employees of the Company who will be soliciting
proxies on the Company's behalf ("Participants").

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the Company's next Annual Meeting in 2002 must
be received by the Company no later than __________ __, 2002, in order that they
may be considered for inclusion in the proxy statement and form of proxy
relating to that meeting. Additionally, if a stockholder wishes to present to
the Company an item for consideration as an agenda item for a meeting, he or she
must give timely notice to the Secretary and give a brief description of the
business desired to be discussed. To be timely for the 2001 Annual Meeting, such
notice must be delivered to, or mailed to, and received by, the Company no later
than 5:00 p.m. local time on ______ __, 2001. Stockholder proposals or notices
must be delivered to or sent by certified mail, return receipt requested, to
Richard Bowers, Secretary, Mayor's Jewelers, Inc., 14051 N.W. 14th Street,
Sunrise, Florida 33323.

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15, 2001, the beneficial
ownership of voting common stock of the Company by each director and director
nominee, by all directors and executive officers as a group and by all persons
known by the Company to be the beneficial owners of more than 5% of the voting
common stock:

Shares of Common Stock
Beneficially Owned
---------------------------------
Percentage of
Number of Shares
Name and Address(1) Shares Outstanding(2)
------------------- --------- --------------

Isaac Arguetty (3)............................................................. 2,697,167 %
Gregg Bedol (4)................................................................ 70,000 %
Thomas Epstein (5)............................................................. 105,000 %
Margaret Gilliam (6)........................................................... 100,000 %
Peter Offermann (7)............................................................ 70,000 %
Robert Robison (8)............................................................. 70,000 %
David Boudreau (9)............................................................. 411,667 %
Marc Weinstein (10)............................................................ 338,334 %
Eliahu Ben-Shmuel (11)......................................................... 1,823,901 %
16300 NE 19th Avenue, Suite 206
Miami Beach, FL 33162
Marbella Resources, Ltd. (12).................................................. 1,635,588 %
Tropical Isle Building
Wickhams Cay, Road Town
Tortola, British Virgin Islands
Dimensional Fund Advisors (13)................................................. 1,706,200 %
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Franklin Resources, Inc. (14).................................................. 1,251,400 %
777 Mariners Island Blvd.
San Mateo, CA 94402
Steel Partners II, L.P. and
Warren G. Lichtenstein (15).................................................... 1,946,300 %
150 East 52nd Street
New York, NY 10022
All executive officers and directors as a group (11 persons) (16).............. 4,542,781 %

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(1) Unless otherwise provided, the address for each "Beneficial Owner" is
14051 Northwest 14th Street, Sunrise, Florida 33323.
(2) Unless otherwise noted, each person has sole voting and investment
power over the shares listed opposite his or her name. An asterisk (*)
is used to indicate less than 1% of the class outstanding.
(3) Includes options to purchase 2,596,667 shares, of which certain
options are held by various family and estate planning vehicles. Does
not include shares of common stock registered in the name of Marbella
Resources Limited, wholly owned by the Amid Trust, of which Mr.
Arguetty's family has beneficial interests, but with respect to which
Mr. Arguetty is not a beneficiary and has no voting or dispositive
power. SEE footnote (12) below.
(4) Includes options to purchase 70,000 shares.
(5) Includes options to purchase 105,000 shares.
(6) Includes options to purchase 50,000 shares.
(7) Includes options to purchase 70,000 shares
(8) Includes options to purchase 70,000 shares
(9) Includes options to purchase 411,667 shares.

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(10) Includes options to purchase 338,334 shares.
(11) Includes all shares held by Eliahu Ben Shmuel, E.P. Family Partners,
Hay Foundation and Tropical Time, Inc. as set forth in a Schedule 13D
filed on February 21, 2001.
(12) Marbella Resources Limited reported this ownership as of May 27, 1999.
(13) Dimensional reported this ownership as of February 2, 2001.
(14) Franklin reported this ownership as of February 2, 2001.
(15) Includes all shares held by Warren G. Lichtenstein and Steel Partners
II, L.P. as set forth in a Form 4, dated March 8, 2001.
(16) Includes 4,350,858 shares issuable upon the exercise of stock options
for all executive officers and directors.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT")

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of voting common stock and other equity securities of the Company.
Officers, directors and greater-than-ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.

To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended February 3, 2001 ("Fiscal
2000"), all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-ten-percent beneficial owners were complied with.

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PROPOSAL 1

ELECTION OF DIRECTORS

NOMINEES

The Board of Directors currently consists of eight members and is
classified into three classes with each class holding office for a three-year
period. The terms of Messrs. Epstein, and Boudreau and Ms. Gilliam expire in
2001; the terms of Messrs. Bedol and Robison expire in 2002; and the terms of
Messrs. Arguetty, Weinstein and Offermann expire in 2003.

Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the reelection of Messrs. Epstein and Boudreau and Ms.
Gilliam as the Company's nominees for terms expiring in 2004. If any nominee of
the Company is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve as a director.

INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS

The names of the continuing directors, director nominees and executive
officers and certain information about them are set forth below.

Director
Name Age Principal Occupation Since
---- --- -------------------- --------

Isaac Arguetty 54 Chairman of the Board and Chief Executive Officer 1994
of Mayor's
Gregg Bedol 45 Director and Chief Executive Officer of RetailOps LLC; Chief 1996
Executive Officer and President of Bedol Retail Ventures, Inc.
Thomas Epstein 43 Director, Private Investor and Financial Consultant 1995
Margaret Gilliam 61 Director and President of Gilliam & Co. 1998
Peter Offermann 56 Director and President of Offermann Financial, Inc. 1996
Robert G. Robison 48 Director and Partner, Morgan, Lewis & Bockius LLP 1996
David Boudreau 42 Chief Financial Officer, Senior Vice President of Finance
and Treasurer 2000
Marc Weinstein 46 Chief Operating Officer, Senior Vice President of Operations 2000

The following sets forth certain biographical information with respect
to each of the foregoing persons.

ISAAC ARGUETTY

Mr. Arguetty was a co-founder, the Executive Vice President and a
Director of the Company and its predecessors from 1983 until December 1990,
Chairman of the Board of Directors from July 1987 to January 1990 and
Co-Chairman of the Board of Directors from January 1990 until December 1990. In
May 1994, he rejoined the Company as Co-Chairman of the Board and is the current
Chairman. In May 1996, Mr. Arguetty became Chief Executive Officer of the
Company.

GREGG BEDOL

Mr. Bedol has been the Chief Executive Officer of RetailOps LLC, a
retail outsourcing service since 1997. Mr. Bedol has also been the Chief
Executive Officer and President of Bedol Retail Ventures, Inc. since 1991.

THOMAS EPSTEIN

Mr. Epstein has been a private investor and financial consultant since
1990. Mr. Epstein was affiliated with Zaleski, Sherwood & Co., Inc. from April
1986 to September 1990. From 1980 to 1986, Mr. Epstein was employed by Bankers
Trust Company in various capacities, including Vice President. Mr. Epstein was
chairman of the Board of Directors of GSS/Array Technology Public Co., Ltd.
until July 2001.

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MARGARET GILLIAM

Since April 1997, Ms. Gilliam has been the President of Gilliam & Co.,
a business advisory firm. From 1975 to March 1997, Ms. Gilliam was associated
with Credit Suisse First Boston in various capacities, including Senior Security
Analyst-Retail Trade and Soft Goods Industries and Director-Equity Research.
Prior to such time, Ms. Gilliam held similar positions with various
institutional brokerage firms, including Goldman, Sachs & Co. Ms. Gilliam is a
director of Horizon Group Properties, Harold's Stores and Oshman's Sporting
Goods.

PETER OFFERMANN

Since May 1994, Mr. Offermann has been the President of Offermann
Financial, Inc., a financial consulting firm providing strategic financial
advice. Mr. Offermann is also the Chairman and Chief Executive Officer of ATC
Group Services, Inc., an environmental consulting company. From 1994 to 1999 Mr.
Offermann was Executive Vice President and Chief Financial Officer of TLC
Beatrice. From 1968 through May 1994, he served in a number of positions with
Bankers Trust Company and its affiliates, including as Managing Director of BT
Investment Partners, Inc. from October 1992 through May 1994, Managing Director
of BT Securities Corporation from October 1991 through October 1992, and
Managing Director of Bankers Trust Company from 1986 through 1991. Mr. Offermann
serves as a director of National Auto Finance, Inc. and Philip Services
Corporation.

ROBERT G. ROBISON

Mr. Robison has been a partner of the law firm of Morgan, Lewis & Bockius
LLP since 1991.

DAVID BOUDREAU

Mr. Boudreau has been the Chief Financial Officer since February 1997
and the Senior Vice President of Finance and Treasurer since 1993. Prior to such
time and since 1986, he held various positions with the Company.

MARC WEINSTEIN

Mr. Weinstein joined the Company in July 1996 as the Senior Vice
President of Human Resources and became the Chief Operating Officer in April
1997. Prior to joining the Company, Mr. Weinstein was the Vice President of
Human Resources at Burger King Corporation.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN
THIS PROXY STATEMENT. The three nominees receiving the highest number of votes
cast by holders of voting common stock of the Company present or represented and
entitled to be voted at the Annual Meeting shall be elected as directors. Votes
withheld from any directors will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the meeting
but have no other legal effect upon election of directors under Delaware law.

PROCEDURES TO NOMINATE DIRECTORS

Any stockholder entitled to vote for the election of directors at the
annual meeting may nominate persons for election as directors only if written
notice of such stockholder's intent to make such nomination is given either by
personal delivery or by United States certified mail, postage prepaid, to
Corporate Secretary, Mayor's Jewelers, Inc., 14051 Northwest 14th Street,
Sunrise, Florida 33323, not later than 30 days in advance of such meeting. Each
such notice must set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated, (b)
a representation that such stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice, (c) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such stockholder, (d) such other

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information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the SEC if such nominee had been nominated or intended to be nominated
by the Board of Directors, and (e) the consent of each nominee to serve as a
director if elected. The chairman of a stockholder meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

DIRECTOR COMPENSATION

Directors who are not employees of the Company receive compensation of
$20,000 per year plus reimbursement of reasonable expenses for attending
meetings and automatically receive options to purchase at an exercise price
equal to the market price on the grant date, 20,000 voting common shares on the
date of their initial election and 10,000 each year thereafter on January 1.
Such options are fully exercisable six months after the grant date and until two
years after a person ceases to be a director. Directors who are employees of the
Company do not receive additional compensation for services as a director.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held a total of four meetings during Fiscal
2000. No Director attended fewer than 75% of the aggregate of all meetings of
the Board of Directors or any committees.

The Board presently has an Audit Committee, a Compensation Committee
and a Nomination Committee.

The Audit Committee presently consists of Messrs. Epstein and Bedol and
Ms. Gilliam and met three times in Fiscal 2000. The Audit Committee meets with
representatives of the Company's independent accountants and with
representatives of senior management. The Committee reviews the general scope of
the Company's annual audit and other matters relating to internal control
systems. In addition, the Audit Committee is responsible for reviewing and
monitoring the performance of nonaudit services by the Company's auditors as
well as reviewing the engagement or discharge of the Company's independent
accountants. The Company's Board of Directors has adopted a charter for the
Audit Committee, and this charter is set forth as Appendix B hereto. During the
year, the Board examined the composition of the Audit Committee in light of the
adoption by the American Stock Exchange of new rules governing audit committees.
Based upon this examination, the Board confirmed that all members of the Audit
Committee are "independent" within the meaning of the Exchange's new rules.

The Compensation Committee presently consists of Mr. Offermann and Ms.
Gilliam and met four times during Fiscal 2000. The Committee met on March 15,
2001 to set officer cash bonuses for Fiscal 2000 and to set targets for
potential cash bonuses for the fiscal year ending February 2, 2002. The
Compensation Committee may review and report to the Board the salaries and
benefit programs designed for executive officers with a view toward ensuring
that the Company is attracting and retaining highly qualified managers through
competitive salary and benefit programs and encouraging extraordinary effort
through incentive rewards.

The Nomination Committee, which presently consists of Messrs. Robison,
Offermann and Arguetty, met once during Fiscal 2000. The Nominating Committee is
responsible for soliciting recommendations for candidates for the Board of
Directors; developing and reviewing background information for candidates;
making recommendations to the Board regarding such candidates; and reviewing and
making recommendations to the Board with respect to candidates for directors
proposed by stockholders. In addition, the Company's Bylaws provide for
procedures for consideration of nominees recommended by stockholders. Any
stockholder wishing to propose a nominee should submit a recommendation in
writing to the Company's Secretary, indicating the nominee's qualifications and
other relevant biographical information and providing confirmation of the
nominee's consent to serve as a director.

COMPENSATION INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee are also employees or
officers of the Company.

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COMPENSATION OF EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding
compensation paid by the Company to the Chief Executive Officer and to each of
the four other most highly compensated executive officers (the "Named Executive
Officers") of the Company during Fiscal 2000 and during each of the past three
fiscal years:

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
----------------------------------- Awards
Other ------------ All Other
Fiscal Salary Bonus Annual Options Compensation(1)
Name and Principal Position Year ($) ($) Compensation (#) ($)
--------------------------- ---- --- --- ------------ ------------ ---------------

Isaac Arguetty 2000 360,000 500,184 N/A(2) 0 15,785
Chairman of the Board 1999 360,000 376,088 N/A 0 15,780
and Chief Executive Officer 1998 360,000 509,165 N/A 0 15,785

David Boudreau 2000 220,000 122,130 N/A 50,000 16,942
Chief Financial Officer, Senior Vice 1999 220,000 101,655 N/A 0 16,098
President of Finance and Treasurer 1998 189,231 106,324 N/A 52,002 10,608

Samuel A. Getz (3) 2000 300,000 0 N/A 50,000 15,000
Chief Executive Officer and President 1999 300,000 113,874 N/A 0 18,750
of Mayor's Division 1998 155,769 62,169 N/A 510,000 7,500

Marc Weinstein 2000 200,000 111,028 N/A 50,000 15,000
Chief Operating Officer and Senior Vice 1999 200,000 92,413 N/A 0 43,050(4)
President of Operations 1998 184,615 103,730 N/A 52,002 15,000

Richard Bowers 2000 180,000 72,800 N/A 30,000 15,000
General Counsel, Senior Vice President 1999 175,000 61,250 N/A 30,000 15,000
of Legal 1998 250,000 0 N/A 0 15,000

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(1) Except as otherwise explained, the amounts set forth in this column
for each individual represent payments of annual premiums by the
Company for whole life insurance policies or financial investments
provided to executive officers.

(2) Entries marked "N/A" represent information which is not reportable.

(3) Represents payments for services since joining Company on July 28,
1998. Mr. Getz resigned from the Company effective March 23, 2001.

(4) Includes a $31,800 reimbursement for a club membership used for
business development purposes.

EMPLOYMENT AGREEMENTS

Mr. Arguetty has been employed as the Chief Executive Officer since May
1996. Mr. Arguetty receives a base annual salary of $360,000 and has the
opportunity to receive an annual cash bonus based upon the achievement of
objective performance criteria, such as net income, operating cash flow and
return on working capital, which are set each year by the Compensation
Committee. The agreement allows the Company to terminate Mr. Arguetty for cause
without termination benefits or without cause upon the payment of base salary
and bonus for a one-year period and the vesting of certain options. If Mr.
Arguetty is terminated within a two-year period after a change in control, he
will receive the continuation of base salary for up to three years, plus a lump
sum cash payment based upon the base salary or most recent annual bonus.

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Mr. Boudreau is employed as the Chief Financial Officer, Senior Vice
President of Finance and Treasurer. Mr. Boudreau receives a base annual salary
of $220,000 and has the opportunity to receive an annual cash bonus based upon
the achievement of objective performance criteria, such as net income, operating
cash flow and return on working capital. The agreement allows the Company to
terminate Mr. Boudreau for cause without termination benefits or without cause
upon the payment of base salary for a one-year period and the vesting of certain
options. If Mr. Boudreau is terminated within a two-year period after a change
in control, he will receive the payment of base salary for up to two years plus
certain benefits.

Mr. Getz was employed as the Chief Executive Officer and President of
the Mayor's Division. Mr. Getz received a base annual salary of $300,000 and had
the opportunity to receive an annual cash bonus based upon the achievement of
objective performance criteria, such as net income, operating cash flow and
return on working capital. The agreement allowed the Company to terminate Mr.
Getz for cause without termination benefits or without cause upon the payment of
base salary for a two-year period and the vesting of certain options.

Mr. Weinstein is employed as the Chief Operating Officer and Senior
Vice President of Operations. Mr. Weinstein receives a base annual salary of
$200,000 and has the opportunity to receive an annual cash bonus based upon the
achievement of objective performance criteria, such as net income, operating
cash flow and return on working capital. The agreement allows the Company to
terminate Mr. Weinstein for cause without termination benefits or without cause
upon the payment of base salary for a one-year period and the vesting of certain
options. If Mr. Weinstein is terminated within a two-year period after a change
in control, he will receive the payment of base salary for up to two years plus
certain benefits.

Mr. Bowers is employed as the General Counsel and Senior Vice President
of Legal. Mr. Bowers receives a base annual salary of $182,000 and has the
opportunity to receive an annual cash bonus based upon the achievement of
objective performance criteria, such as net income, operating cash flow and
return on working capital. The agreement allows the Company to terminate Mr.
Bowers for cause without termination benefits or without cause upon the payment
of base salary for a one-year period and the vesting of certain options. If Mr.
Bowers is terminated within a two-year period after a change in control, he will
receive the payment of base salary for up to two years plus certain benefits.

CERTAIN TRANSACTIONS

The law firm of Morgan, Lewis & Bockius LLP, of which Mr. Robison is a
partner, performs certain legal services for the Company.

OPTIONS GRANTED

Shown below is further information regarding employee stock options
awarded during Fiscal 2000 under the 1991 Stock Option Plan to the Named
Executive Officers. No stock appreciation rights were awarded during the year.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS

Number of Percent of Total
Securities Options/SARs(1)
Underlying Granted to
Options/SARs Employees in Exercise or Base Grant Date
Granted (#) Fiscal Year Price(2) ($Sh) Expiration Date Present Value(3)
------------ ---------------- --------------- --------------- ----------------

Isaac Arguetty 0 0 N/A N/A $ 0
David Boudreau 50,000 3.6% 2.4375 05/10/10 146,875
Samuel A. Getz 50,000 3.6% 2.4375 05/10/10 146,875
Marc Weinstein 50,000 3.6% 2.4375 05/10/10 146,875
Richard Bowers 30,000 2.2% 2.4375 05/04/10 88,125

9
13

-----------------

(1) No SARs were granted in 2000. Individual option grants generally become
exercisable in installments over a three-year period commencing May
2001 subject to continued employment. Options can become immediately
exercisable upon the occurrence of certain corporate events, including
a change in control of the Company or delivery of written notice of
stockholder's meeting to consider a merger, sale of assets or similar
reorganization.

(2) All grants were made at or above 100% of fair market value as of the
date of the grant.

(3) The present value of these options was determined by using the
Black-Scholes model of option valuation in a manner consistent with the
requirements of SFAS No. 123.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

The following table shows stock option exercises by Named Executive
Officers in Fiscal 2000, including the aggregate value of gains on the date of
exercise. In addition, the table includes the number of shares covered by both
exercisable and unexercisable stock options as of February 3, 2001. Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
fiscal year-end price of $3.65 per share of common stock.

Number of Securities Value of
Underlying Unexercised In-the-Money At
Options/SARs Value at Fiscal Year-End(#) Fiscal Year-End
Shares Acquired Realized(1) Exercisable/ Exercisable/
Name on Exercise (#) (In Dollars) Unexercisable Unexercisable
---- --------------- ------------ ---------------------- -----------------------

Isaac Arguetty............... 0 0 2,596,667/183,333 1,979,125.42/233,749.57
David Boudreau............... 0 0 411,667/105,335 259,083.74/53,416.26
Samuel A. Getz............... 0 0 510,000/0 0/0
Marc Weinstein............... 0 0 338,334/108,668 271,479.79/55,582.71
Richard Bowers............... 0 0 303,333/36,667 129,707.95/42,792.05

------------------------------

(1) Fair market value of shares at exercise minus the exercise price.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Under rules established by the Securities Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to the Named Executive Officers. The
disclosure requirements for the Named Executive Officers includes the use of
tables and a report explaining the rationale and considerations regarding the
executive compensation decisions affecting those individuals. In fulfillment of
these requirements, the Compensation Committee consisting of Mr. Offermann and
Ms. Gilliam for Fiscal 2000 prepared the following report. The Compensation
Committee is composed entirely of directors who have never been employees of the
Company.

COMPENSATION PHILOSOPHY

This report reflects the Company's compensation philosophy as endorsed
by the Board of Directors and the Committee and the resulting actions taken by
the Company. With regard to compensation actions affecting Mr. Arguetty as Chief
Executive Officer, the Committee acts as the approving body.

Executive compensation has been designed to:

o Support a pay for performance policy that provides compensation
amounts based both on overall corporate results and individual
performance;

10
14

o Motivate executives to achieve business goals and reward them
for their achievements;

o Provide total compensation opportunities which allow the
Company to compete for and retain talented results oriented
executives who will contribute to the Company's short-term and
long-term success; and

o Align the interests of executives with the long-term interests
of stockholders through award opportunities based on stock
performance.

At present, executive compensation is comprised of base salary, annual
bonus cash incentive opportunities based on subjective analysis and objective
criteria and long-term incentive opportunities in the form of grants of stock
options.

As an executive's level of responsibility increases, a greater portion
of his or her potential total compensation opportunity is generally based on
performance incentives and less on base salary, causing greater variability in
the individual's absolute compensation level from year to year. Incentive
compensation (all pay other than base salary) comprises a significant
compensation opportunity and is tied to the Company's short-term earnings and
long-term stock performance.

In reviewing or administering the individual elements of executive
compensation, the Company and the Committee strive to balance short- and
long-term incentive objectives and utilize prudent judgment in reviewing
performance matters and incentive payments. The Company will continue to analyze
its executive compensation practices and plans on an ongoing basis with respect
to 162(m) of the Internal Revenue Code and will generally seek to structure
executive compensation to provide for the maximum amount of deductibility, while
recognizing that there may be circumstances in which the Company's interests are
best served otherwise.

ANNUAL COMPENSATION PROGRAM

Annual total cash compensation for senior management consists of base
salary and objective and discretionary bonuses as percentages of base salary.
The Company has a cash bonus arrangement for executives which is based upon the
achievement of specific criteria and goals, such as net income, operating cash
flow and return on working capital. Accordingly, total annual cash compensation
will vary each year based on Company performance and profitability as well as a
subjective and objective evaluation of each executive's contribution to that
performance. Base salaries for each of the Named Executive Officers are set
forth in their respective employment agreements.

LONG-TERM INCENTIVES--STOCK OPTION PLAN

The Company's Stock Option Plan is designed to align a significant
portion of the named executive compensation with stockholder interests. In
determining the number of options to be awarded, the amount and terms of options
previously granted are generally not considered. The stock options are a right
to purchase shares of common stock generally over a five- to ten-year period
exercisable at the fair market value per share as of the date on which the
option is granted and vesting in increments over a three-year period, so the
options provide value to the recipient only when the stock price increases above
the option grant price and the option has become exercisable. The vesting and
exercisability of options granted to the named executives are generally subject
to continued employment and/or the Company achieving certain profitability
levels in each year.

The Committee has generally granted stock options each year to
executive officers pursuant to stockholder-approved plans as well as options at
the time an executive commences employment. The Committee granted options in
Fiscal 2000 to the named executives, as set forth on page 9.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. Arguetty, in his capacity as Chief Executive Officer, participated
in the same compensation programs as the other Named Executive Officers. The
Committee has targeted Mr. Arguetty's total compensation, including compensation
derived

11
15

from the stock option plan, at a level it believes is competitive with the
amounts paid by the Company's competitors and companies with which the Company
competes for executive talent.

Consistent with the focus on performance-based compensation, Mr.
Arguetty's target bonus opportunity in Fiscal 2000 was set at 100% of his base
salary and completely attributable to corporate performance. In light of such
considerations, Mr. Arguetty's Fiscal 2000 bonus was $500,184.

Members of the Compensation Committee

Peter Offermann
Margaret Gilliam

12
16

PERFORMANCE GRAPH

The graph below compares the five-year cumulative total return for
Mayor's stock with the cumulative total return of the Amex Market Value Stock
Index and the S&P Retail Specialty Index. The graph assumes $100 invested on
January 1, 1996 in Mayor's stock and $100 invested at that time in each of the
indexes. The comparison assumes that dividends are reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG MAYOR'S JEWELERS, INC., THE AMEX MARKET VALUE INDEX
AND THE S&P RETAIL (SPECIALTY) INDEX

[PERFORMANCE GRAPH OMITTED]

-------------
* $100 Invested on January 31, 1996 in stock or index, including reinvestment of
dividends. Fiscal year ending January 31.

Cumulative Total Return
-----------------------------------------------------------------------
1/96 1/97 1/98 1/99 1/00 1/01
---- ---- ---- ---- ---- ----

MAYOR'S JEWELERS, INC........................... 100.00 83.33 102.38 252.38 109.52 133.33
AMEX MARKET VALUE............................... 100.00 103.86 124.72 142.27 170.84 185.42
S & P RETAIL (SPECIALTY)........................ 100.00 109.65 117.06 107.03 72.80 82.56

13
17

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed Deloitte & Touche LLP, independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending February 2, 2002 and recommends that stockholders vote
"FOR" ratification of such appointment.

In the event of a negative vote on such ratification of appointment,
the Board of Directors will reconsider its selection. Even if the selection is
ratified, the Board in its discretion may direct the appointment of a new
independent accounting firm at any time during the year, if the Board believes
that such a change would be in the best interests of the Company and its
stockholders.

Deloitte & Touche LLP has audited the Company's financial statements
annually since 1983. Its representatives are expected to be present at the
meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.

FEES BILLED TO THE COMPANY BY DELOITTE & TOUCHE LLP DURING FISCAL 2000

AUDIT FEES

Audit fees billed to the Company by Deloitte & Touche LLP during Fiscal
2000 for review of the Company's annual financial statements and those financial
statements included in the Company's quarterly reports on Form 10-Q totaled
$284,300.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The Company did not engage Deloitte & Touche LLP to provide advice to
the Company regarding financial information systems design and implementation
during Fiscal 2000.

ALL OTHER FEES

Except as set forth above, the Company did not engage Deloitte & Touche
LLP to provide other advice or other services to the Company during Fiscal 2000;
and, therefore no other fees were paid to Deloitte & Touche LLP in Fiscal 2000.

REPORT OF AUDIT COMMITTEE

The Audit Committee is comprised entirely of outside, independent
directors. The Audit Committee oversees engagement of the Company's independent
auditors, reviews the arrangements for and scope of the audit by the Company's
independent auditors, and reviews and evaluates the Company's accounting
practices and its systems of internal accounting controls. The Audit Committee
has reviewed and discussed the Company's audited financial statements for Fiscal
2000 with the Company's management and with the independent auditors. The Audit
Committee has also discussed with the independent auditors the matters required
to be considered with the auditors by Statement of Auditing Standards No. 61.
The Audit Committee has received written communication and the letter from the
independent auditors required by Independence Standards Board Standard No. 1 and
has discussed with the independent auditors their independence from the Company.
Based on the foregoing activities, the Audit Committee has recommended to the
Board of Directors that the Company's audited financial statements for Fiscal
2000 be included in the Company's report on Form 10-K for such year, which was
filed with the Securities and Exchange Commission on April __, 2001.

Members of the Audit Committee

Thomas Epstein
Gregg Bedol
Margaret Gilliam

14
18

INDEPENDENCE OF DELOITE & TOUCHE LLP

The Audit Committee has considered whether the provision of nonaudit
services by Deloitte & Touche LLP is compatible with maintaining the
independence of Deloitte & Touche LLP. The Audit Committee has determined that
the performance of such nonaudit services did not impair the independence of
Deloitte & Touche LLP.

15
19

PROPOSAL 3

STOCKHOLDER PROPOSAL

The Company has been notified that Eliahu Ben-Shmuel intends to present
the proposal set forth below for consideration at the Annual Meeting. The
proposal and supporting statement, for which the Board of Directors and the
Company accept no responsibility, are set forth below. The Board of Directors
opposes this proposal for the reasons set forth below in the Board of Directors'
Statement of Opposition. The address and stock ownership of the proponent will
be furnished by the Secretary of the Company to any person, orally or in
writing, as requested, promptly upon receipt of any oral or written request
therefor.

"SHAREHOLDER PROPOSAL

"RESOLVED, THAT THE SHAREHOLDERS OF MAYOR'S JEWELER'S, INC. HEREBY
RECOMMEND TO THE BOARD OF DIRECTORS THAT THE BOARD TAKE THE STEPS
NECESSARY TO ACHIEVE A SALE OR CASH MERGER OF THE COMPANY ON TERMS THAT
WILL MAXIMIZE VALUE AS PROMPTLY AS POSSIBLE, AND, IF THERE IS NO
AGREEMENT TO SELL OR MERGE THE COMPANY BY JULY 15, 2001, THEN THE BOARD
OF DIRECTORS WILL TERMINATE ISAAC ARGUETTY'S EMPLOYMENT AS CHIEF
EXECUTIVE OFFICER OF THE COMPANY."

"STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL

"The proposed action is necessary because the Company's current
Management has not acted in the best interests of the Company or its
shareholders. The value of the Company has decreased during Mr.
Arguetty's tenure, and he has not demonstrated any ability to reverse
this process. As reported in the Company's Form 10-K for 2000, the
Company lost 62% of its net sales by losing its concession at Sam's
Club. The proponent believes that the value that may be achieved for
the shareholders of our Company by a sale or cash merger of the
Company, or a sale of its assets, is significantly greater than the
current market price of its shares. The market price of the Company's
common stock on January 4, 2001 (the day prior to the date this
proposal was submitted) was $2 5/8 per share, or 41% of the Company's
book value of $6.47 per share calculated from the Quarterly Report
dated October 28, 2000.

"Because the market price is so much lower than the book value of the
Company, this shareholder believes that all shareholders will receive
maximum value for our shares when, and only when, the Board of
Directors engages a reputable investment banking firm to aid in
seeking, implementing and executing a sale or cash merger of the
Company. If a buyer or a merger partner cannot be found by July 15,
2001, the Board of Directors should replace Isaac Arguetty with a CEO
having retail jewelry experience and the capacity to grow the Company
and return it to profitability.

"Mr. Arguetty receives over $736,088 a year from the Company in salary
and bonus. He is not a significant shareholder of the Company, though
members of his family are. The Company's Definitive Proxy Statement
dated June 30, 2000 reveals that Mr. Arguetty owns only 100,500 shares,
but he appears to have much greater control by his ownership of
unexercised stock options.

"If the Company's management opposes this proposal and you want to vote
in favor of it, you must mark the "FOR" box on the proxy card next to
this proposal.

"YOUR VOTE IS IMPORTANT!

"Please vote "FOR" this proposal and remember to sign and date your
proxy card before returning it. Thank you for your consideration."

16
20

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE FOLLOWING REASONS:

The subject of stockholder value is considered often and carefully by
the Board and management of the Company. The Board and the Company's officers
are dedicated to maximizing stockholder value. For several reasons, the Board
strongly believes that implementation of the resolution described above would
not be in the best interests of the stockholders of the Company and, contrary to
the resolution, would not maximize value to the stockholders.

The Board, a majority of whose members are independent, takes seriously
its fiduciary obligation to act in the best interests of the Company and its
stockholders. Consistent with its fiduciary duties and responsibilities to the
stockholders, the Board continually reviews and monitors the Company's business
and progress, as well as developments in the Company's industry. Accordingly,
the Board is in the best and most informed position to evaluate and consider all
of the options that may be available to the Company from time to time including
if, when, and under what conditions a sale or merger of the Company should be
considered.

The resolution calls for the sale or cash merger of the Company as
promptly as possible without regard to the relative merits of other alternatives
or the likely results of pursuing such resolution. In the Board's opinion, the
initiation of the type of process called for by the stockholder proposal and in
the manner stated would create a "forced sale" atmosphere that could have the
effect of reducing the perceived value of the Company to a "fire sale" level,
thus forcing the Company to negotiate with bidders from a position of weakness.

Mr. Ben-Shmuel was an executive officer and director of the Company
until his resignation in 1994 when Mr. Arguetty rejoined the Company to oversee
its restructuring. Prior to Mr. Arguetty's arrival, while Mr. Ben-Shmuel was
Executive Vice President of Procurement - Watches and Accessories, the Company
had cumulative losses of more than $100 million during the last two years of
his tenure and suffered from a customer concentration whereby SAM's Club, a
division of Wal-Mart, Inc., represented more than 90% of the Company's total
revenues. Since his departure, Mr. Ben-Shmuel has adopted an adversarial
approach with the Company, including instigating ongoing litigation involving a
commercial transaction with the Company. Accordingly, the Board believes that
the portion of this proposal as it relates to the termination of Mr. Arguetty in
the event the Company is not sold by July 15, 2001, is inappropriate and lacks
impartiality because it is motivated by his personal animus towards Mr. Arguetty
and other members of management. The Board recommends that the stockholders
reject any attempt by Mr. Ben-Shmuel to force the Company to take action which
may not be in the best interests of stockholders.

As the Board evaluates the strategic direction of the Company, it will
continue to consider all options for enhancing stockholder value and will pursue
the course of action that it believes will best achieve that objective. To that
end, on March 21, 2001, the Company retained TM Capital Corp., a New York based
investment bank, to explore and evaluate a number of strategic alternatives to
enhance stockholder value. Such alternatives could include, without limitation,
a possible merger or strategic combination. As the Board is committed to
exploring a broad range of alternatives, we urge stockholders to vote "AGAINST"
the adoption of this stockholder proposal on the enclosed WHITE proxy card.

Management welcomes input from the Company's stockholders and will
carefully consider meaningful suggestions to increase or maximize stockholder
value. However, for the reasons set forth above, the Board unanimously urges a
vote against the foregoing proposal. Because the Board of Directors does not
believe that the stockholder proposal described above is in the best interests
of all of the stockholders of the Company, the Board vigorously opposes this
stockholder proposal.

17
21
The Board of Directors unanimously recommends that the stockholders
vote "AGAINST" the adoption of this stockholder proposal on the enclosed WHITE
proxy card. This resolution is precatory and non-binding on the Board, even if
approved by stockholders. Approval of this stockholder proposal requires the
affirmative vote of the holders of a majority of the shares of voting common
stock represented and entitled to be voted at the Annual Meeting. Unless
otherwise directed, the persons named in the enclosed proxy will vote the shares
of voting common stock represented by all proxies received prior to the Annual
Meeting, and not properly revoked, excluding broker nonvotes, AGAINST this
stockholder proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
VOTING "AGAINST" THIS PROPOSAL.

18
22

ITEMS NOT CONSTITUTING SOLICITING MATERIAL

The Compensation Committee and Audit Committee reports included herein,
and the Audit Committee Charter attached hereto, shall not constitute
"soliciting material" or be deemed to be "filed" with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, and
the applicable rules and regulations thereunder.

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, then the persons named in
the enclosed form of proxy will each have discretionary authority to vote all
proxies with respect thereto in accordance with their judgment.

AVAILABLE INFORMATION

The Company files annual reports on Form 10-K with the Securities and
Exchange Commission. A copy of such annual report for the fiscal year ended
February 3, 2001 (except for certain exhibits thereto) may be obtained, free of
charge, upon written request by any stockholder to Mayor's Jewelers, Inc., 14051
Northwest 14th Street, Sunrise, Florida 33323, Attention: Corporate Secretary.
Copies of all exhibits to the annual report are available upon similar request,
subject to payment of a $0.15 per page charge to reimburse the Company for its
expenses in supplying any exhibit.

PARTICIPANTS IN THE SOLICITATION

Under Applicable regulation of the SEC, each member of the Board of
Directors, certain executive officers of the Company and certain other corporate
officers of the Company may be deemed to be a "participant" in the Company's
solicitation of proxies. The principal occupation and business address of each
person who may be deemed a participant are set forth in Appendix A hereto.
Information about the present ownership by the directors and named executive
officers of the Company of the Company's securities is provided in this Proxy
Statement and the present ownership of the Company's securities by other
participants is listed in Appendix A.

POSSIBLE STOCKHOLDER SOLICITATION
IN OPPOSITION TO THE BOARD OF DIRECTORS

On February 28, 2001, Phillip Goldstein filed a preliminary proxy
statement with the SEC stating that Mr. Goldstein intends to appear at the
Annual Meeting to seek to elect a slate of nominees to the Company's Board of
Directors and make other various proposals for which he is soliciting proxies.
Most of Mr. Goldstein's proposals are substantially similar to Mr. Ben-Shmuel's
proposal set forth herein as Proposal 3 because Mr. Goldstein's proposals
primarily relate to a sale or merger of the Company. According to Amendment No.
15 to a Schedule 13D of Eliahu Ben-Shmuel, dated March 2, 2001 (the "13D"), Mr.
Ben-Shmuel granted an option to Mr. Goldstein for 50,000 shares of voting common
stock beneficially owned by Mr. Ben-Shmuel at $2.75 per share in exchange for
Mr. Goldstein's filing of a preliminary proxy statement. The preliminary proxy
statement stated that Mr. Goldstein and his affiliates beneficially own
approximately % of the outstanding shares of voting common stock of the
Company. In addition, the 13D states that Mr. Ben-Shmuel may, either
individually or as a group, file a proxy statement or engage in other actions to
encourage a sale of the Company and/or a change in the Company's Board of
Directors or any other action that Mr. Ben-Shmuel believes may lead to an
increase in the Company's voting common stock value.

On March 21, 2001, the Company announced that it has been studying
strategic alternatives to enhance stockholder value and has engaged TM Capital
Corp., a New York based investment bank, to assist the Company in that endeavor.
While this process has not resulted in any specific proposals, the Company
remains willing to explore opportunities that would enhance stockholder value
and recognize the Company's record of performance and its leadership position,
and the Company will continue to seek to enhance stockholder value by
aggressively pursuing the Company's business plan.

19
23

The Company does not know if Mr. Goldstein or Mr. Ben-Shmuel will
pursue a proxy contest. If proxies are solicited by Mr. Goldstein and/or Mr.
Ben-Shmuel, the Company urges stockholders not to sign any proxy card provided
by Mr. Goldstein and/or Mr. Ben-Shmuel until the Company has the opportunity to
respond.

* * * *

If you have any questions or require assistance, please contact:

MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Toll Free: (800) 322-2885
(212) 929-5500

THE BOARD OF DIRECTORS

Dated: ______, 2001

20
24

APPENDIX A

INFORMATION CONCERNING THE DIRECTORS AND CERTAIN OFFICERS
OF THE COMPANY WHO MAY ALSO SOLICIT PROXIES

The following table sets forth the name, principal business address and
the present address of any corporation or other organization in which their
employment is carried on, of the directors and certain officers of the Company
("Participants") who may also solicit proxies from stockholders of the Company.
Unless otherwise indicated, the principal occupation refers to such person's
position with the Company and the business address is Mayor's Jewelers, Inc.,
14051 Northwest 14th Street, Sunrise, Florida 33323.

DIRECTORS

The principal occupations of the Company's directors who are deemed
Participants in the solicitation are set forth on page __ of this Proxy
Statement. The principal business address of Isaac Arguetty, David Boudreau,
Marc Weinstein and Richard Bowers is that of the Company. The name and business
address of the other director-Participants' organization of employment are as
follows:

Name Address
---- -------

Gregg Bedol c/o Mayor's Jewelers, Inc.
14051 Northwest 14th Street
Sunrise, Florida 33323

Thomas Epstein c/o Mayor's Jewelers, Inc.
14051 Northwest 14th Street
Sunrise, Florida 33323

Margaret Gilliam c/o Mayor's Jewelers, Inc.
14051 Northwest 14th Street
Sunrise, Florida 33323

Peter Offermann c/o Mayor's Jewelers, Inc.
14051 Northwest 14th Street
Sunrise, Florida 33323

Robert G. Robison Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178

A-1

EXECUTIVE OFFICERS AND CERTAIN CORPORATE OFFICERS

Name Principal Occupation
---- --------------------

Isaac Arguetty Chairman of the Board and Chief Executive Officer

David Boudreau Chief Financial Officer, Senior Vice President of
Finance and Treasurer

Marc Weinstein Chief Operating Officer and Senior Vice President
of Operations

Richard Bowers General Counsel and Senior Vice President of Legal

INFORMATION REGARDING OWNERSHIP
OF THE COMPANY'S SECURITIES BY PARTICIPANTS

None of the Participants owns any of the Company's securities of record
but not beneficially. The number of shares of voting common stock of the Company
held by directors and the named executive officers is set forth on pages __ and
__ of this Proxy Statement.

INFORMATION REGARDING TRANSACTIONS
IN THE COMPANY'S SECURITIES BY PARTICIPANTS

The following table sets forth purchases and sales of the Company's
securities by the Participants listed below during the past two years. Unless
otherwise indicated, all transactions are in the public market.

Number of Shares
of Common Stock
Director Date Purchased ("P") or Sold ("S") Footnote
-------- ---- ----------------------------- --------

Margaret Gilliam 12/30/99 30,000 (S) (1)
8/17/00 2,800 (P) (2)
8/18/00 500 (P) (2)
8/21/00 3,600 (P) (2)
8/22/00 15,000 (P) (2)
8/23/00 8,600 (P) (2)
8/23/00 9,500 (P) (2)
-----------------------

(1) Transaction effected through an open-market sale.

(2) Transaction effected through an open-market purchase.

Thomas Epstein, Peter Offermann, Robert G. Robison, Gregg Bedol, Isaac
Arguetty, David Boudreau, Marc Weinstein and Richard Bowers have not
carried out any transactions in the Company's securities in the past
two years.

A-2
26

MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS

Except as described in this Appendix A or in the Proxy Statement, none
of the Participants nor any of their respective affiliates or associates
(together, the "Participant Affiliates"), (i) directly beneficially owns any
shares of common stock of the Company or any securities of any subsidiary of the
Company or (ii) has had any relationship with the Company in any capacity other
than as a stockholder, employee, officer or director. Furthermore, except as
described in this Appendix A or in the Proxy Statement, no Participant or
Participant Affiliate is either a party to any transaction or series of
transactions since January 1, 2000, or has knowledge of any currently proposed
transaction or series of transactions, (i) to which the Company or any of its
subsidiaries was or is to be a party, (ii) in which the amount involved exceeds
$60,000, and (iii) in which any Participant or Participant Affiliate had or will
have, a direct or indirect material interest.

Except for the employment agreements described in the Proxy Statement,
no Participant or Participant Affiliate has entered into any agreement or
understanding with any person respecting any future employment by the Company or
its affiliates or any future transactions to which the Company or any of its
affiliates will or may be a party. Except as described in this Appendix A or in
the Proxy Statement, there are no contracts, arrangement or understandings by
any Participant or Participant Affiliate within the past year with any person
with respect to the Company's voting common stock.

A-3
27

APPENDIX B

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with these
functions, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the Corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

o Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.

A director will not be considered "independent" if, among other
matters, he or she has:

o been employed by the Corporation or its affiliates in the
current or past three years;

o accepted any compensation from the Corporation or its
affiliates in excess of $60,000 during the previous fiscal
year (except for Board service, retirement plan benefits, or
non-discretionary compensation);

o an immediate family member who is, or has been in the past
three years, employed by the Corporation or its affiliates as
an executive officer;

o been a partner, controlling stockholder or an executive
officer of any for-profit business to which the Corporation
made, or from which it received, payments (other than those
which arise solely from investments in the Corporation's
securities) that exceed five percent of the

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organization's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years;
or

o been employed as an executive of another entity where any of
the Corporation's executives serve on that entity's
compensation committee.

The members of the Committee shall be elected by the Board at the
annual meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least four times annually or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee shall meet at least annually with management, the
director of the internal auditing department and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believe should be discussed privately. In addition, the Committee
or at least its Chair should meet with the independent accountants and
management periodically to review the Corporation's financials consistent with
IV.4. below.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

1. Review and update this Charter on an annual basis or as conditions
dictate.

2. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body or the
public, including any certification, report, opinion, or review
rendered by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's responses.

4. Review with financial management and the independent accountants the
Form's 10-Q and 10-K prior to their filing or prior to the release of
earnings. The Chair of the Committee may represent the entire Committee
for purposes of this review.

INDEPENDENT ACCOUNTANTS

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Corporation's financial statements.

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FINANCIAL REPORTING PROCESSES

8. In consultation with the independent accountants and the internal
auditors, review the scope of the audit and the integrity of the
Corporation's financial reporting processes, both internal and
external.

9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management or the internal
auditing department.

PROCESS IMPROVEMENT

11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

12. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access
to required information.

13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
to financial or accounting practices, as approved by the Audit
Committee, have been implemented.

ETHICAL AND LEGAL COMPLIANCE

15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

16. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations and the public satisfy legal requirements.

17. Review activities, organizational structure, and qualifications of the
internal audit department.

18. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.

19. Review, with the organization's counsel, any legal matters that could
have a significant impact on the organization's financial statements.

20. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deem necessary or appropriate.

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MAYOR'S JEWELERS, INC.

ANNUAL MEETING OF STOCKHOLDERS - ______________ ___, 2001

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Isaac Arguetty and David Boudreau, and
each of them, proxies, with full power of substitution, to appear on behalf of
the undersigned and to vote all shares of voting common stock, par value $.0001
per share, of Mayor's Jewelers, Inc. (the "Company") which the undersigned is
entitled to vote as directed below, and in their discretion upon such matters as
may properly come before the Annual Meeting of Stockholders to be held at
___________________________, ________________________ on ______________ ___,
2001, commencing at ___ a.m. (local time), and at any postponement or
adjournment thereof.

By signing on the reverse, the undersigned acknowledges receipt of the
Notice of Annual Meeting (to be held on ______________, ___, 2001), and
accompanying proxy statement, and revokes all prior proxies for said meeting.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
LISTED NOMINEES AS DIRECTORS, FOR THE RATIFICATION OF THE INDEPENDENT PUBLIC
ACCOUNTANTS (PROPOSALS 1 AND 2) AND WILL BE VOTED AGAINST THE STOCKHOLDER
PROPOSAL (PROPOSAL 3). IF ANY OTHER BUSINESS PROPERLY COMES BEFORE THE MEETING,
THIS PROXY WILL BE VOTED THEREON, IN THE DISCRETION OF THE PROXIES NAMED HEREIN.

(CONTINUED, AND TO BE MAILED, DATED AND SIGNED, ON THE OTHER SIDE)

DIRECTORS RECOMMEND A VOTE "FOR" THE FOLLOWING PROPOSALS

1. Election of Directors

FOR all nominees listed at right WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed at right
contrary below)
[ ] [ ]

NOMINEES:

Thomas Epstein
David Boudreau
Margaret Gilliam

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "FOR" box and write that nominee's name in the space provided below.)

-----------------------------------

2. To ratify the appointment of Deloitte & Touche LLP as Independent Public
Accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

DIRECTORS RECOMMEND A VOTE "AGAINST" THE FOLLOWING PROPOSAL

STOCKHOLDER PROPOSAL

3. A non-binding resolution to take steps necessary to sell or arrange for
a cash merger of the Company as promptly as possible and to terminate
the Chief Executive Officer if no such transaction is consummated by
July 15, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

Signature: __________________________ Title: ____________________________

Signature (If Held Jointly): ___________________________________

Dated: ______________ ____, 2001

NOTE: Please sign exactly as your name appears above. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.