CONSENT AND WAIVER


     CONSENT AND WAIVER, dated as of June 13, 2000, (this "Consent and Waiver"),
                                                           ------------------
to the Credit Agreement, dated as of  December 1, 1999 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among Claire's
                                              ----------------
Stores,  Inc.,  a  Delaware  Corporation (the "Borrower"), the several banks and
                                               --------
other  financial  institutions  or  entities  from time to time parties thereto,
Bear,  Stearns  &  Co.,  Inc., as sole lead arranger and sole book manager, Bear
Stearns  Corporate  Lending  Inc.,  as  syndication agent (in such capacity, the
"Syndication  Agent"),  SunTrust  Bank,  South  Florida,  N.A., as documentation
 ------------------
agent,  and  Fleet National Bank, as administrative agent (in such capacity, the
    -
"Administrative  Agent").
 ---------------------

                              W I T N E S S E T H:
                              -------------------
      WHEREAS,  the  Borrower  wishes  to  effect  a  merger  with  CSI  Florida
Acquisition,  Inc.  ("CSI"), a Florida corporation and a wholly owned subsidiary
                      ---
of  the  Borrower,  pursuant  to  which the Borrower will reincorporate from the
State of Delaware to the State of Florida (the "Reincorporation"), as more fully
                                                ---------------
described  in the portion of the Borrower's definitive proxy statement, dated as
of  May  8,  2000,  attached  hereto  as  Exhibit  A;
                                          ----------

      WHEREAS,  by  operation  of  law  CSI,  as  the  surviving  corporation in
the Reincorporation, shall be responsible for the liabilities and obligations of
the Borrower  under  the  Credit  Agreement;

      WHEREAS,  the  Borrower  requests  that  the  Required  Lenders consent to
the Reincorporation and waive any violations of  the Credit  Agreement  that may
result therefrom;  and

      WHEREAS,  the  Required Lenders  are  willing to  make  such  waiver  and,
consent but only on the terms and subject to the conditions set forth herein.

      NOW  THEREFORE,  in consideration of the premises herein contained and for
other  good  and  valuable  consideration,  the  receipt   of  which  is  hereby
acknowledged, the  parties  hereto  hereby  agree  as  follows:

1.     Defined  Terms.  Unless  otherwise defined herein, capitalized terms used
       --------------
herein  which  are  defined  in  the Credit Agreement are used herein as defined
therein.

2.     Consent  and  Waiver.  The Required Lenders hereby irrevocably consent to
       --------------------
the  Reincorporation  and  irrevocably  waive any breach of the Credit Agreement
resulting  therefrom.


<PAGE>

3.     Express  Assumption  of  Obligations.  Upon  the  effectiveness  of  the
       ------------------------------------
Reincorporation,  CSI  hereby  expressly  agrees  to  assume all liabilities and
obligations  of  the  Borrower  under  the  Loan  Documents.

4.     Conditions  to  Effectiveness.  This  Consent  and  Waiver  shall  become
       -----------------------------
effective  on the condition that (a) CSI, the Borrower, the Administrative Agent
and  the  Required  Lenders  shall have executed this Consent and Waiver, (b) no
Default  or  Event  of Default shall have occurred and be continuing on the date
hereof  after  giving  effect to this Consent and Waiver and (c ) all conditions
precedent  to  the  Reincorporation  shall have been satisfied or waived and the
Reincorporation  shall  have  become  effective.

5.     Representations  and  Warranties.  The  Borrower  hereby  represents  and
       --------------------------------
warrants  that  the  representations  and  warranties  contained  in  the Credit
Agreement  (except  those  that  expressly  speak as of a certain date) will be,
after  giving effect to the consent and waiver provided herein, true and correct
in  all  material  respects,  as  if  made  on  and  as  of  the  date  hereof.

6.     No  Other  Consents/Waivers.  Except  as  to those provisions of the Loan
       ---------------------------
Documents  expressly waived herein, the Loan Documents shall continue to be, and
shall  remain  in  full  force  and  effect  in  accordance  with  their  terms.

7.     Counterparts.  The Consent and Waiver may be executed in counterparts and
       ------------
all  of  the  said counterparts taken together shall be deemed to constitute one
and  the  same  instrument.

8.     GOVERNING  LAW.  THIS  CONSENT  AND  WAIVER  SHALL  BE  GOVERNED  BY, AND
       --------------
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9.     Expenses.  The  Borrower agrees to pay or reimburse the Syndication Agent
       --------
and the Administrative Agent for all of their reasonable out-of-pocket costs and
expenses  incurred in connection with the preparation, negotiation and execution
of  this  Consent  and  Waiver,  including,  without  limitation,  the  fees and
disbursements  of counsel to the Syndication Agent and the Administrative Agent.

                     [Remainder of Page Blank Intentionally]


<PAGE>
     IN  WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver
to  be  executed  and delivered by their duly authorized officers as of the date
first  written  above.

                                        CLAIRE'S  STORES,  INC.


                                        By:-------------------------------------
                                            Name:
                                            Title:

                                        CSI  FLORIDA  ACQUISITION,  INC.


                                        By:-------------------------------------
                                            Name:
                                            Title:

                                        FLEET  NATIONAL  BANK,
                                        as  Administrative  Agent  and   as  a
                                        Lender


                                       By:--------------------------------------
                                           Name:
                                           Title:

                                       BEAR  STEARNS  CORPORATE  LENDING,  INC.
                                       as  Syndication  Agent  and  as  a
                                       Lender


                                       By:--------------------------------------
                                           Name:
                                           Title:


<PAGE>
                                       SUNTRUST  BANK,  SOUTH  FLORIDA,  N.A.
                                       as  Documentation  Agent  and  as  a
                                       Lender


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       BANKATLANTIC,  A  FEDERAL  SAVINGS  BANK


                                       By:--------------------------------------
                                           Name:
                                           Title:

                                       BANK  LEUMI  USA


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       BANK  ONE,  NA


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       ISRAEL  DISCOUNT  BANK  OF  NEW  YORK


                                       By:--------------------------------------
                                           Name:
                                           Title:

                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       LASALLE  BANK  NATIONAL  ASSOCIATION


                                       By:--------------------------------------
                                           Name:
                                           Title:


<PAGE>

                                       MERITA  BANK  PLC


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       THE  ROYAL  BANK  OF  SCOTLAND  PLC


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       RZB-FINANCE  LLC


                                       By:--------------------------------------
                                           Name:
                                           Title:


                                       UNION  BANK  OF  CALIFORNIA,  N.A.


                                       By:--------------------------------------
                                           Name:
                                           Title:


<PAGE>