<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>13
<FILENAME>t16549exv10w14.txt
<DESCRIPTION>EX-10.14
<TEXT>
<PAGE>
                                                                  Exhibit 10.14


                         EXPENSE REIMBURSEMENT AGREEMENT


MEMORANDUM OF AGREEMENT made at Montreal, Quebec, Canada on April 1st, 2005


BY AND BETWEEN:       HENRY BIRKS & SONS INC., a company incorporated under the
                      laws of Canada and having its head office at 1240 Phillips
                      Square, Montreal, (Quebec)
                      (hereinafter referred to as "Birks")


AND:                  INIZIATIVA S.A., a body incorporated under the Laws of
                      Luxembourg and having its head office at 23 rue Monterey,
                      Luxembourg
                      (hereinafter referred to as "Iniziativa"),


THIS AGREEMENT WITNESSETH THAT, in consideration of the mutual covenants herein
contained, it is agreed by and between the Parties as follows:


                                   ARTICLE ONE
                                 INTERPRETATION

1.1.   DEFINITIONS. For the purposes hereof, the following words and phrases
       shall have the following meanings, respectively, unless otherwise
       specified by the context:

       (a)    "Advisory, Management and Corporate Services" shall have the
              meaning ascribed thereto at Section 2.1 and shall be hereinafter
              referred to as AMCS;

       (b)    "Agreement" shall mean this Expense Reimbursement Agreement and
              all instruments supplemental hereto or any amendment or
              confirmation hereof; "herein", "hereof", "hereto" and "hereunder"
              and similar expressions mean and refer to this Agreement and not
              to any particular Article, Section, Subsection or other
              subdivision;

       (c)    "Event of Default" shall have the meaning ascribed thereto at
              Section 5.2;

       (d)    "Event of Force Majeure" shall have the meaning ascribed thereto
              at Section 4.1;

       (e)    "Parties" shall mean Birks and Iniziativa and "Party" shall mean
              any one of them;

1.2    GENDER. Any reference in this Agreement to any gender shall include all
       genders and words used herein importing the singular number only shall
       include the plural and vice versa.



<PAGE>


1.3    HEADINGS. The division of this Agreement into Articles, Sections,
       Subsections and other subdivisions and the insertion of headings are for
       convenience or reference only and shall not affect or be utilized in the
       construction or interpretation hereof.

1.4    SEVERABILITY. Any Article, Section, Subsection or other subdivision of
       this Agreement or any other provision of this Agreement which is, or
       becomes, illegal, invalid or unenforceable shall be severed here from and
       shall be ineffective to the extent of such illegality, invalidity or
       unenforceability and shall not affect or impair the remaining provisions
       hereof, which provisions shall be severed from any illegal, invalid or
       unenforceable Article, Section, Subsection or other subdivision of this
       Agreement or any other provisions of this Agreement.

1.5    ENTIRE AGREEMENT. This Agreement, together with any documents to be
       delivered pursuant hereto or thereto, constitute the entire agreement
       between the Parties pertaining to the subject matter hereof and supersede
       all prior agreements, understandings, negotiations and discussions,
       whether oral or written, of the Parties.

1.6    WAIVER. No waiver of any of the provisions of this Agreement shall be
       deemed to constitute a waiver of any other provisions (whether similar or
       not) nor shall such waiver constitute a continuing waiver unless
       otherwise expressly provided in writing and duly executed by the Party to
       be bound thereby.

1.7    GOVERNING LAW. This Agreement shall be governed, interpreted and
       construed in accordance with the Laws of the province of Quebec and Laws
       of Canada applicable therein and shall be treated in all respects as a
       Quebec contract.

1.8    LANGUAGE. The parties have required that this Agreement and all documents
       or notices relating thereto be in the English language; les parties ont
       exige que cette convention et autre document ou avis y afferent soient en
       langue anglaise.

1.9    ACCOUNTING PRINCIPLES. Accounting terms not otherwise defined have the
       meanings ascribed thereto under Generally Accepted Accounting Principles
       (GAAP). Wherever in this Agreement reference is made to GAAP, such
       reference shall be deemed to be Generally Accepted Accounting Principles,
       from time to time approved by the Canadian Institute of Chartered
       Accountants applicable as at the date on which such calculation has been
       made, is made or required to be made in accordance with GAAP.

1.10   CURRENCY: Unless otherwise indicated, all dollar amounts in this
       Agreement are expressed in Canadian funds.

1.11   INDEPENDENT CONTRACTOR. Nothing contained in this Agreement shall be
       construed as creating any relationship between the Parties other than
       that of independent contractors. Iniziativa shall not represent to third
       parties being authorized or entitled to execute or agree on behalf of
       Birks' or bind Birks to any agreement or document of any kind whatsoever.



<PAGE>



                                   ARTICLE TWO
                                    SERVICES

2.1    ADVISORY, MANAGEMENT AND CORPORATE SERVICES. On Birks's request,
       Iniziativa agrees to provide to Birks the following services
       (collectively known as the "AMCS"):

       (a)    provide Birks with general assistance concerning strategic issues
              and opportunities and make recommendations as to the development,
              planning and formulation of business strategies;

       (b)    assist Birks on financial matters especially financial projections
              and financing structures and models, reporting systems and
              control;

       (c)    assist in the coordination of the relations and/or negotiations
              with external bodies and other companies including without
              limitation, banks and financial institutions;

       (d)    assist Birks in the preparation of various reports and in any
              necessary coordination relating thereto;

       (e)    perform professional visits to or on behalf of Birks as Birks may
              so request;

       (f)    perform a variety of services, as requested, including but not
              limited to support to production, marketing, merchandising,
              production etc.

2.2    REPRESENTATIONS AND WARRANTIES. Iniziativa hereby represents and warrants
       to Birks as follows and acknowledges that Birks is relying upon such
       representations and warranties in connection with this agreement:

       (a)    the personnel of Iniziativa will have the required skills and
              capacity to provide AMCS in accordance with this Agreement; and

       (b)    Iniziativa knows of no facts or circumstances, which would prevent
              it from providing personnel to Birks hereunder.

       (c)    Iniziativa represents that the amounts to be invoiced to Birks
              shall be reasonable in all of circumstances, having regard to the
              nature of the services to be rendered, the qualifications of the
              person providing such services and generally prevailing market
              conditions.

2.3    STANDARD OF PERFORMANCE. The personnel of Iniziativa will perform AMCS in
       a professional and prudent manner, using sound and proven principles and
       procedures, and in accordance with the best of care in the industry.

2.4    NOTIFICATION. Each Party shall forthwith notify the other Party of any
       circumstances or facts that materially and adversely affect or could
       reasonably be expected to materially and adversely affect such Party's
       performance of its obligations hereunder.


<PAGE>


                                  ARTICLE THREE
                                      FEES

3.1    Effective the date hereof, Birks shall, in consideration of Iniziativa
       agreeing to provide AMCS to Birks, reimburse or cause to be reimbursed to
       Iniziativa an amount equal to a maximum monthly amount of (euro)28,750
       payable on the 1st calendar day after the receipt of the invoice
       including but not limited all the details listed in Section 3.3 and the
       presentation of documents satisfactory to support said payments.

3.2    OTHER OUT-OF-POCKET DISBURSEMENTS : Birks will also reimburse, upon
       presentation of supporting documents, Iniziativa for the following direct
       out-of-pocket disbursements reasonably and actually incurred by
       Iniziativa in the performance of AMCS:

       (a)    lodging and transportation expenses reasonably incurred by the
              personnel of Iniziativa in the performance of AMCS; and

       (b)    such other out-of-pocket disbursements as are reasonably required
              to be made by Iniziativa in providing AMCS under this Agreement.

3.3    INVOICES. Iniziativa will invoice Birks for amounts payable pursuant to
       Sections 3.1 and 3.2. Each invoice will be itemized to show, among other
       things, the personnel who during the calendar month rendered AMCS and the
       number of hours worked by each, the details of services rendered during
       the period and details of out-of-pocket disbursements and expenses
       covered by such invoice together with supporting vouchers and receipts.

       If needed any applicable exchange rate will be calculated in accordance
       with GAAP.

3.4    WHITHOLDING TAXES. Birks will withhold the applicable tax(es) if any on
       the gross amount representing payment for services rendered by a
       non-resident at the prescribed rate.

                                  ARTICLE FOUR
                                  FORCE MAJEURE

4.1    EVENT OF FORCE "MAJEURE". Subject to Section 5.2, a Party shall be
       excused from its failure to perform any of its obligations hereunder if
       such Party is unable to perform such obligation by reason of an Event of
       Force Majeure. "Event of Force Majeure" shall mean any of, and "Events of
       Force Majeure" shall be limited to:

       (a)    Acts of God;

       (b)    expropriation, confiscation or requisitioning of facilities or
              compliance with any law which affects to a degree not presently
              existing the supply, availability of use of materials or labour;

       (c)    acts or inaction on the part of any governmental authority or
              person purporting to act therefor;

       (d)    embargoes, or acts of war or the public enemy, whether war be
              declared or not;

<PAGE>

       (e)    public disorder, insurrection, rebellion, riots or violent
              demonstrations;

       (f)    floods, earthquakes, lightning, hail, inclement weather conditions
              or other natural calamities; and

       (g)    any circumstances whether or not of the class or kind specifically
              named above not within the reasonable control of the Party
              affected and which, despite the exercise of reasonable diligence,
              such Party is unable to prevent, avoid or remove.

4.2    NOTICE OF FORCE MAJEURE. If any Party wishes to invoke an Event of Force
       Majeure, then it shall (i) immediately following the commencement of such
       Event of Force Majeure notify the other Party of the occurrence of such
       Event of Force Majeure, the reasonably estimated date and time on which
       it commenced and the nature of the Event of Force Majeure, and (ii) as
       soon as reasonably practicable thereafter submit to the other Party proof
       of the nature of such Event of Force Majeure. The Parties shall thereupon
       consult with one another concerning the effects of such Event of Force
       Majeure and will make all reasonable efforts to prevent and reduce to a
       minimum and mitigate the effect of any Event of Force Majeure.

4.3    TERMINATION OF FORCE MAJEURE. The Party affected by an Event of Force
       Majeure shall forthwith upon the termination of such Event of Force
       Majeure resume the performance of all of its obligations hereunder and
       notify the other Party of such termination.


                                  ARTICLE FIVE
                                 TERM; REMEDIES

5.1    TERM. This Agreement will become effective on April 1, 2005 and will
       remain in effect until March 31st, 2006. Notwithstanding anything to the
       contrary, the Board of Directors of Birks may at any time and its sole
       and absolute discretion terminates this Agreement upon written notice to
       Iniziativa. This Agreement will automatically terminated upon the change
       of control of either party.

5.2    EVENT OF DEFAULT. An "Event of Default" will mean any of the following:

       (a)    The failure by any Party to perform or fulfill any obligation
              pursuant to the Agreement;

       (b)    The bankruptcy of any Party or the making by such Party of an
              assignment for the benefit of creditors, or the appointment of a
              trustee or receiver and manager or liquidator to such Party for
              all or a substantial part of its property, or the commencement of
              bankruptcy, reorganization, arrangement, insolvency or similar
              proceedings by or against such Party under the laws of any
              jurisdiction, except where such proceedings are defended in good
              faith by such Party.

5.3    REMEDIES. If any Event of Default shall have occurred to any Party, then
       the other Party may exercise the remedies permitted by the law of Quebec
       and/or Canada.

5.4    DEFAULT INTEREST. If any Party fails to pay as and when due and payable
       any amount hereunder, then such Party shall pay interest on such amount
       from the due date up to and including the date when such amount and all
       interests thereon are paid in full at the rate per

<PAGE>

       annum equal to (i) the rate of interest commonly known and referred to as
       the prime rate of the National Bank of Canada plus (ii) one percent (1%).
       Such interests shall be payable on demand.

                                   ARTICLE SIX
                                     GENERAL

6.1    NOTICES. Any notice, consent, approval, direction or other instrument
       required or permitted to be given hereunder shall be in writing and given
       by delivery or sent by telex, telecopier or similar telecommunication
       device and addressed:

       (a)    in the case of Birks to:

                Attention:    President & CEO and to the Chief Financial Officer
                              Copy to: Vice-President and General counsel
                              Henry Birks & Sons Inc, 1240 Phillips Square,
                              Montreal, Quebec, H3B 3H4, Canada

       (b)    in the case of Iniziativa to:

                Attention:    The Director Finance
                              Iniziativa S.A.
                              23 rue Monterey
                              L-2086, Luxembourg
                and a copy to: - The Group CEO;
                              Regaluxe Investment SarL - Branch Office
                              Via Pomba 1, 10123,
                              Turin, Italy.

       Any notice, consent, approval, direction or other instrument given as
       aforesaid shall be deemed to have been effectively given and received, if
       sent by telex, telecopier or similar telecommunications device on the
       next Business day following such transmission or, if delivered, to have
       been given and received on the date of such delivery. Any Party may
       change its address for service by written notice given as aforesaid.

6.2    TIME. Time shall be of the essence of this Agreement.

6.3    ASSIGNMENT. Either Party, upon written notice to the other, may assign
       this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and at
the place first above mentioned.

                                   INIZIATIVA S.A.


                                   Per:     /s/ Filippo Recami
                                        ----------------------------------------

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


<PAGE>


                                   HENRY BIRKS & SONS INC.


                                   Per:     /s/ Thomas A. Andruskevich
                                        ----------------------------------------
                                   Thomas A. Andruskevich, President and Chief
                                   Executive Officer





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</DOCUMENT>
