<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>14
<FILENAME>t16549exv10w15.txt
<DESCRIPTION>EX-10.15
<TEXT>
<PAGE>
                                                                   Exhibit 10.15

                                     FORM OF
                               INDEMNITY AGREEMENT



This indemnity agreement made the       day of           ,


Between:       HENRY BIRKS & SONS INC., a corporation amalgamated
               under the laws of Canada and having its head office at
               1240, Phillips Square, Montreal, (Quebec) H3B 3H4

               (hereinafter called "Birks")

And:           XX Director (or an Officer),
               having a place of business at

               (hereinafter called "XX")


     WHEREAS Birks is amalgamated under the laws of Canada;

     WHEREAS Birks has requested that XX act as a Director (or an Officer) of
Birks;

     WHEREAS XX has agreed to act as a Director of Birks upon the condition that
Birks provide this indemnity;

In consideration of the premises and the mutual covenants herein contained the
parties hereto agree as hereinafter set forth:

1.   Birks will indemnify and save harmless XX as follows:

     1.1  except in respect to actions by or on behalf of Birks to procure a
          judgment in its favor, Birks will indemnify XX against any and all
          costs, charges, expenses, fines, and penalties, including any amounts
          paid to settle an action or investigative proceeding or satisfy a
          judgment or investigative determination, which are reasonably incurred
          by XX in respect of any civil, criminal, or administrative action or
          proceeding to which XX is made a party by reason of being or having
          been a Director (or an Officer) of Birks provided that:


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AMENDED INDEMNITY AGREEMENT
PAGE 2
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          o    (I) XX acted honestly and in good faith with a view to the best
               interest of Birks; and

          o    (II) in the case of criminal or administrative action or
               proceeding that is enforced by a monetary penalty, XX had
               reasonable grounds for believing that her/his conduct was lawful.

     1.2. in respect to actions by or on behalf of Birks to procure a judgment
          in its favor to which XX is made a party by reason of being or having
          been a Director (or an Officer) XX of Birks, Birks will (to the extent
          required by law) apply to a court of competent jurisdiction for an
          order approving the indemnity of XX and subject to such approval when
          required by law, Birks will indemnify XX respecting any and all costs,
          charges and expenses reasonably incurred by XX in connection with such
          action provided XX acted in accordance with paragraphs 1.1 (I) and
          1.1(II) hereof.

     1.3. Birks will indemnify XX against all costs, charges and expenses
          reasonably incurred by XX in connection with the defense of any civil,
          criminal, or administrative action or proceeding to which XX is made a
          party by reason of being or having been a Director (or Officer) of
          Birks provided that:


          o    XX acted in accordance to paragraphs 1.1 (I) and 1.1 (II) hereof
               with respect to the behavior which is the subject of the action
               or proceeding and with respect to the conduct of its defense or
               her/his participation in the proceeding.

2.   Birks will advance or pay to XX from time to time, but no more frequently
     than monthly, amount required by XX, and claimed by XX in order to pay the
     cost of participation in any action or investigation or like proceeding,
     including derivative actions. Such amounts shall include sums sufficient to
     cover all legal fees and expenses incurred or to be incurred by XX, on a
     solicitor to client basis.

     When advances are made to cover cost or expenses such shall be reasonable
     and shall not exceed the foreseeable costs, fees/expenses to cover amounts
     due during the following month.


<PAGE>

AMENDED INDEMNITY AGREEMENT
PAGE 3
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3.   This agreement is severable and in the event that a part or portion of a
     provision contained herein is rendered to be void, the remaining part or
     portion thereof and the remaining provisions of this agreement shall be
     deemed to be in full force and effect and binding upon the parties hereto.

4.   No provision contained in this agreement shall prevent XX from resigning as
     a Director (or an Officer) of Birks.

5.   This agreement shall be interpreted in accordance with the law of the
     Province of Quebec.

6.   This agreement shall enure to and be binding upon the parties hereto, and
     upon their personal representatives, heirs, successors and assigns.

7.   In witness whereof the parties hereto have duly executed this agreement on
     the day and year first above written.

8.   This agreement has been drawn up in the English language at the express
     request of the parties.


HENRY BIRKS & SONS INC. / HENRY BIRKS ET FILS INC.


per: ______________________________
Name:
Title:


Director / Officer


------------------------------------
Signature
</TEXT>
</DOCUMENT>
