Exhibit (2) (b)




                    STOCK  PURCHASE  AGREEMENT



                             between



Peter Bossert 
Haselsteig 3
8180 Bulach 
Switzerland                                       (hereinafter
"Seller")

                               and



Claire's Stores, Inc. 
3 S.W. 129th Avenue 
Pembroke Pines FL 33027
                USA                                         (hereinafter
               "Purchaser")

                            regarding


Acquisition of any and all Shares/Company Contributions of:


          Bijoux One AG, Zurich, Switzerland

          Bijoux One Trading AG, Zurich, Switzerland

          Bijoux One Trading GesmbH, Brunn am Gebirge, Austria

          Bosco GmbH, Stuttgart, Germany


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Table of Contents

1.   Definitions.............................................. 5
2.   Sale and Purchase of Shares/Company Contributions,
     Purchase Price/Escrow ........               ........ . . 6
3.   Closing ............................................... . 7
4.   Representations and Warranties of Seller ................ 9
5.   Representations and Warranties of Purchaser ............. 18
6.   Duration of Representations and Warranties;  
     Consequences of Breach; General Exclusions .............. 20
7.   Continuation of Certain Contracts ....................... 23
8.   Miscellaneous .     ............................... . . . 23

List of Annexes

       1.1       Audited Financial Statement ofBijoux One AG
       1.2       "                             Bijoux One Trading AG
       1.3       "                             Bijoux One Trading GesmbH
       1.4                                     Modewaren Femina
                                               Handelsgesell
                                               schaft m.b.H.
       1.5                                     ModewarenFemina
                                               Hanclelsgesell
                                               schaft m.b.H. & Co. KG
       1.6.                                    Bosco GmbH
       1.7       Interim Financial Statement ofBijoux One AG
       1.8       "                             Bijoux One Trading AG
       1.9       "                             Bijoux One Trading GesmbH
       1.10                                    ModewarenFemina
                                               Handelsgesell
                                               schaft m.b.H.
       1.11                                    ModewarenFemina
                                               Handelsgesel
                                               schaft m.b.H. & Co. KG
       1.12      "                             Bosco GmbH
       2.4.1     Escrow Agreement
       3.1 (a)1  Bijoux One AG Shares
       3.1 (a)2  Bijoux One Trading AG Shares
       3.1 (a)3  Transfer Deed regarding Bijoux One Trading Gesmb
       3.1 (a)4  Transfer Deed regarding Bosco GmbH
       3.1 (b)1  Board Resolution of Bijoux One Trading AG
       3.1 (c)1  Share Register of Bijoux One Trading AG
       3.1 (d)1/2Letters of Resignation
       3.1 (e)1  Releases
       3.2 (b)1  Opinion of Counsel to Purchaser
       3.3.1     Minutes of Bijoux One AG
       3.3.2     Minutes of Bijoux One Trading AG
       3.4.1     Loan Contract between Seller and Bijoux One Trading AG of
                 February 1, 1993
       3.4.2     Loan Contract between Seller and Bijoux One Trading AG of
                 March 1, 1993
       3.4.3     Assignment of Seller's Loans granted to Bijoux One
                 Trading AG

<PAGE>

       3.4.4     Loan Contract between Seller and Minit Fashion GesmbH
                 (now: BijouxOne Trading GesmbH) of January 29, 1993
                 including Confirmation of December 31, 1995
       3.4.5     Loan Contract between Seller and Bijoux One Trading
                 GesmbH of February 12, 1997
       3.4.6     Loan Contract between Seller and Bijoux One Trading
                 GesmbH of August 12, 1997               
       3.4.7     Assignment of Seller's Loans granted to Bijoux One
                 Trading GesmbH
       3.5.1     Employment Agreement
       3.7.1     Loan Agreement between Purchaser and Bijoux One AG
       3.7.2     Letter of Discharge from Credit Suisse
       3.7.3     Credit Confirmation of Credit Suisse
       3.7.4     CHF 750'000.-- Guaranty of Seller
       3.7.5     Loan Agreement between Purchaser and Bijoux One Trading
                 GesmbH
       3.7.6     Letter of Discharge from Creclitanstalt-Bankverein
       3.7.7     Credit Confirmation of Creclitanstalt-Bankverein of July
                 7, 1997
       3.7.8     Credit Confirmation of Creclitanstalt-Bankverein of
                 February 27, 1998
       3.7.9     ATS 12'000'000.-- Guaranty of Seller
       4.1.1     Articles of Incorporation of  Bijoux One AG
       4.1.2     Bijoux One Trading AG
       4.1.3     Bijoux One Trading GesmbH
       4.1.4     Modewaren Femina Handelsgesell-schaft m.b.H.
       4.1.5     Modewaren Femina Handelsgesell-schaft m.b.H. & Co. KG
       4.1.6     Bosco GmbH
       4.1.7     Extract of Commercial Register re  Bijoux One AG
       4.1.8     Bijoux One Trading AG
       4.1.9     Bijoux One Trading GesmbH
       4.1.1     Modewaren Femina Handelsgesell-schaft m.b.H.
       4.1.1     Modewaren Femina Handelsgesell-schaft m.b.H. & Co. KG
       4.1.1     Bosco GmbH
       4.4(a)1   Subsidiaries
       4.7.1     Permits
       4.8.1     Adverse Change
       4.9.1     Claims and Litigation
       4.10.     Taxes
       4.11.1    Arrangements with Companies/Subsidiaries
       4.12.1    Intellectual Property
       4.13.1    Effect of Execution
       4.13.2    Rental Agreements excluded from liability under Article
       4.14.1    Employee Matters
       4.17 (a)1 Contracts
       4.17 (c)1 Suppliers
       4.21.1    Disclosed Information
       7.1       Continuation of Certain Contracts

<PAGE>
     
WHEREAS        Bijoux One AG a Swiss company with registered
               office in Zurich has a share capital of CHF
               300'000.-, divided into 300 bearer shares with
               nominal value of CHF 1'000.- each;

WHEREAS        Bijoux One Trading AG a Swiss company with
               registered office in Zurich has a share capital. of
               CHF 100'000.--, divided into 100 registered shares
               with a nominal value of CHF 1'000.-- each;

WHEREAS        Bijoux One Trading GesmbH, an Austrian limited
               liability company with registered office in Brunn
               am Gebirge, has a company capital of ATS
               20'000'000.-, the only partner being Seller with
               the company contribution of ATS 20'000'000. ;

WHEREAS        Bosco GmbH, a German limited liability company with
               registered office in Stuttgart, has a company
               capital of DEM 100'000.-, the only partner being
               Seller with a company contribution of DEM 100,00O. ;

WHEREAS        the Seller owns 100% of the shares of Bijoux One'AG
               and Bijoux One Trading AG and 100 % of the company
               contributions of Bijoux One Trading GesmbH and
               Bosco GmbH;

WHEREAS        the Seller intends to sell the Shares/Company
               Contributions to the Purchaser and the Purchaser
               intends to purchase the Shares/ Company
               Contributions from the Seller;

Now, THEREFORE, the parties have come to the following agreement:

     1.   DEFINITIONS

          Agreement:             this Agreement and its
                                 Annexes;

          Audited Financial
          Statements 1997:       the
                                 Companies'/Subsidiaries'
                                 audited financial
                                 statements for the
                                 business year ending
                                 December 31, 1997 as
                                 attached in Annexes 1.1 - 1.6

           Closing:              the consummation of the transaction
                                 described in article 3 of this Agreement;

           Company Contributions:the company contributions
                                 in Bijoux One Trading
                                 GesmbH and Bosco GmbH;

            Companies:           Bijoux One AG, Bijoux One
                                 Trading AG, Bijoux One
                                 Trading GesmbH and Bosco
                                 GmbH collectively;

<PAGE>

            Disclosed Information:certain written
                                  information relating to the
                                  Companies/Subsidiaries,
                                  in particular their business, financial,
                                  fiscal and legal condition which was made
                                  available by Seller as
                                  part of the due diligence
                                  process from August 27,
                                  1998 through the
                                  Execution Date comprising
                                  the information disclosed
                                  or referred to in this
                                  Agreement;

             Execution Date:      the date of the execution
                                  of this Agreement, i.e. 
                                  November 11, 1998;

             Financial Statements:collectively, the Audited
                                  Financial Statements 1997
                                  and the Interim Financial
                                  Statements;

             Interim Financial
             Statements:          the
                                  Companies'/Subsidiaries'
                                  unaudited interim
                                  financial statements as
                                  per August 31, 1998 as
                                  attached in Annexes 1.7 -
                                  1.12

              Party:              the Seller or the Purchaser;

              Parties:            the Seller and the Purchaser;

              Person:             an individual, partnership, corporation,
                                  limited liability company or other entity
                                  of whatever nature;

              Purchase Price:     the Purchase Price
                                  defined in article 2.2 of
                                  this Agreement;

              Purchaser:          Claire's Stores, Inc., 3
                                  S.W. 129h Avenue,
                                  Pembroke Pines, FL 33027

              Purchaser's Group:  the Purchaser its subsidiaries, any
                                  direct or indirect holding company of the
                                  Purchaser or its subsidiaries and any
                                  subsidiary of such holding company;

              Seller:             Peter Bossert, Haselsteig 3, 8180 Bulach;

              Shares:             all the shares in Bijoux One AG and
                                  Bijoux One Trading AG;

              Stock:              the Stock defined in article 2.2 of this
                                  Agreement;

              Subsidiaries:       the Subsidiaries defined in article 4.4
                                  of this Agreement.

<PAGE>

     2.   SALE AND PURCHASE OF SHARES/COMPANY CONTRIBUTIONS, PURCHASE
     PRICE/ESCROW

     2.1  Sale and Purchase of Shares/Company Contributions

                    Subject to the terms and conditions defined herein,
          Seller hereby agrees to sell to Purchaser, and Purchaser
          agrees to buy from Seller, effective as from November 1,
          1998, the Shares/Company Contributions.

     2.2  Purchase Price

                    The total purchase price (the "'Purchase Price") amounts
          to USD 9 Mio. for all the Shares/Company Contributions
          sold pursuant to article 2.1 of this Agreement. USD 7.2
          Mio. of the Purchase Price shall be in the form of cash
          and USD 1.8 Mio. of the Purchase Price shall be in the
          form of 100'000 shares of common stock of the Purchaser
          (the N Stock").

     2.3  Initial Purchase Price

                    An initial purchase price in the amount of USD 5.4 Mio.
          (but in no event less than CHF 7.83 Mio.) (the initial
          Purchase Price") shall be paid by Purchaser on Execution
          Date in cash to account no. 8563-73668,007.11.01 of
          Seller with Clariden Bank, Claridenstrasse 26, 8002
          Zurich, Switzerland.

     2.4  Escrow

                    On Execution Date, Purchaser shall (a) pay the amount of
          USD 1.8 Mio. and (b) submit the Stock to an escrow agent
          pursuant to. the terms of an escrow agreement
          substantially in the format of Annex 2.4.1 (the "Escrow
          Agreements), such escrow to be decreased, except as
          otherwise provided in the Escrow Agreement, as follows:

                    2.4.1     as to the USD 1.8 Mio.

                         a)   on March 31, 1999 to USD 0.9 Mio.;
                         b)   on March 31, 2000 to USD 0.0 Mio.

                    2.4.2     as to the Stock

                         a)   on November 11, 1999 to 2/3 of the Stock (66667
               shares)
                         b)   on November 11, 2000 to 1/3 of the Stock (33'333
               shares)
                         c)   on November 11, 2001 to 0/3 of the Stock (0
               shares).

<PAGE>

     3.   CLOSING

     3.1  Transfer of Shares/Company Contributions and Documents

     On the Execution Date, Seller shall deliver to Purchaser:

               (a)  all the shares in Bijoux One AG copies of which are
          attached hereto as Annex 3.1 (a) 1; 

                    all the shares in Bijoux One Trading AG, duly endorsed in
          blank, copies of which are attached hereto as Annex 3.1
          (a)2;

                    transfer deeds with respect to all of the Company
          Contributions duly notarized under the relevant laws of
          Austria and Germany, substantially in the format as per
          Annexes 3.1 (a)3 and 3.1 (a)4;

               2.   unanimous resolution of the board of directors of Bijoux
          One Trading AG consenting to the transfer of all the
          shares/ in Bijoux One Trading AG to Purchaser, as
          attached hereto as Annex 3.1(b)l;

               3.   the share register of Bijoux One Trading AG in which
          Purchaser has been registered as shareholder of all the
          shares in Bijoux One Trading AG, as attached hereto as
          Annex 3.1 (c)1;

               4.   letters of resignation of the Companies' directors, as
          attached hereto as Annexes 3.1 (d)1/2; and

               5.   a  release or releases (collectively, the "Releases") in
          the format of Annex 3.1(e)1 releasing all of Seller's
          claims of any nature against the Companies/Subsidiaries,
          subject to Seller's rights and duties under the
          Employment Agreement, and any claims arising out of the
          transactions contemplated by this Agreement, provided
          that such Releases shall not cover any rights of Seller
          against Purchaser under this Agreement.

               3.2  Payment of the Initial Purchase Price I Opinion of
          Counsel

                    At the Closing, Purchaser shall concurrently:

                         a)   pay to Seller the Initial Purchase Price, such
               payment to be madeby wire transfer to the account
               set forth in article 2.3; and

                         f)   deliver to Seller an opinion dated as of the
               Execution Date from counsel to Purchaser in the
               format of Annex 3.2(b)1.

<PAGE>

     3.3  Shareholders' Meetings

                    Purchaser shall procure that (at the Execution Date,
          after delivery of the Shares), extraordinary
          shareholders' meetings be held which will elect new
          members of the board of directors of Bijoux One AG and
          Bijoux One Trading AG. Seller and Marcel M. Meier will
          remain members of the board of directors of Bijoux One AG
          and Bijoux One Trading AG for a term of at least three
          years as from the Execution Date or until the earlier
          termination of Seller's employment with Bijoux One
          Trading AG. Purchaser shall vote its Shares in favor of
          discharge of the duty of all the board members who have
          resigned. Copies of the relevant minutes are attached
          hereto as Annexes 3.3.1 and 3.3.2.

     3.4  Repayment of the Shareholders' Loan

                    At the Closing, Purchaser shall pay to Seller the
          shareholders' loans in the amounts of CHF 400'000.- and
          CHF 300'000.- in accordance with the loan agreements as
          attached hereto in Annexes 3.4.1 and 3.4.2 plus accrued
          interest as per Execution Date and Seller shall
          concurrently assign all his rights against Bijoux One
          Trading AG in accordance with such loans to Purchaser and
          for this purpose sign the assignment as attached hereto
          as Annex 3.4.3.

                    At the Closing, Purchaser shall pay to Seller the
          shareholders' loans in the amounts of CHF 300'000.-, CHF
          100'000.- and CHF 300'000.- in accordance with the loan
          agreements as attached hereto in Annexes 3.4.4. 3.4.5 and
          3.4.6 plus accrued interest as per Execution Date and

                    Seller shall concurrently assign all his rights against
          Bijoux One Trading GesmbH in accordance with such loans
          to Purchaser and for this purpose sign the assignment as
          attached hereto as Annex 3.4.7.

                    The payment shall be made by wire transfer to Seller's
          account with UBS, Bahnhofstrasse 45, Nrich,
          no.0230-671.654.01 K.

   3.5  Employment Agreement

                    At the Closing, Bijoux One Trading AG shall concurrently
          enter into a new employment agreement with Seller in the
          format of Annex 3.5.1.

   3.6  Escrow Agreement

                    At the Closing, Purchaser, Seller and Credit Suisse Trust
          shall concurrently enter into the Escrow Agreement as per
          article 2.4 hereof.

<PAGE>

   3.7  Release from Guaranties

                    At the Execution Date, Purchaser shall enter into a loan
          agreement with Bijoux One AG as per Annex 3.7.1 and repay
          the fixed CHF 750'000.- loan of Credit Suisse ("CS")
          granted to Bijoux One AG and guaranteed by Seller. Seller
          shall concurrently receive from CS (a) such guaranty
          ("SolidarbCjrgschafto) and (b) a letter of discharge as
          per Annex 3.7.2. Copies of the respective credit
          confirmation and guaranty are attached hereto as Annexes
          3.7.3 and 3.7.4.

                    At the Execution Date, Purchaser shall enter into a loan
          agreement with Bijoux One Trading GesmbH as per Annex
          3.7.5 and- repay the two ATS 6'000'000.loans of
          Creclitanstalt-Bankverein ("CABV") granted to Bijoux One
          Trading GesmbH and guaranteed by Seller. Seller shall
          concurrently receive from CABV (a) such guaranty
          ("Garantie") and (b) a letter of discharge as per Annex
          3.7.6. Copies of the respective credit confirmations and
          guaranty are attached hereto as Annexes 3.7.7. 3.7.8 and
          3.7.9.

 4.   REPRESENTATIONS AND WARRANTIES OF SELLER

                    Unless otherwise fairly disclosed in this Agreement,
          Seller represents and warrants to Purchaser that on the
          Execution Date the following shall be true and accurate:

     4.1  Organization and Qualification

                    The Companies/Subsidiaries are duly organized and validly
          existing under the laws under which they have been
          incorporated/organized. Annexes 4.1.1 - 6. contain the
          articles of incorporation (or other governing document)
          and Annexes 4.1.7 - 12. contain the extracts of the
          relevant commercial registers of the
          Companies/Subsidiaries as they are currently in force.
          All information to be filed with the competent commercial
          register offices has in fact been filed and registered.
          No resolutions, agreements or actions are pending for a
          voluntary or involuntary dissolution of the Companies /
          Subsidiaries or which would otherwise affect the
          continued existence of the Companies/Subsidiaries or
          their ability to carry on their business.

     4.2  Capital Structure

                    The Companies/Subsidiaries have the capital set forth in
          Annexes 4.1.1 12. No further capital, company
          contributions, non-voting stock, option, convertible
          securities or similar rights in the
          Companies/Subsidiaries will be created or issued or
          agreed to be issued. All the Shares/Company Contributions
          are validly issued and fully paid in.

<PAGE>

     4.3  Ownership

                    Seller is the sole owner of and has good and valid title
          to the Shares/Company Contributions sold in accordance
          with article 2.1 of this Agreement, free and clear of all
          liens, encumbrances, options, charges and claims of
          whatever nature. Seller has full right and capacity to
          transfer and sell complete title to the Shares/Company
          Contributions without any restrictions.

                    Upon delivery of the documents mentioned in article 3.1
          of this Agreement, Purchaser will receive good and valid
          title to the Shares/Company Contributions, free and clear
          of all liens, encumbrances or other rights of third
          parties.

                    Seller's liability in connection with the two preceding
          paragraphs is not excluded by articles 6.4(a) and 6.4(d)
          of this Agreement.

     4.4  Subsidiaries

                         (a)  Bijoux One Trading GesmbH owns, directly or
               indirectly, such company contributions in Modewaren
               Femina Handeisgesellschaft m.b.H. and Modewaren
               Femina HandelsgeselIschaft m.b.H. & Co. KG
               (collectively the "Subsidiaries 0) as are listed in
               Annexes 4.1.10 and 4.1.11. The identity and company
               contribution ownership of each partner of the
               Subsidiaries other than Bijoux ne GesmbH is also
               listed in Annexes 4.1.10 and 4.1.11.
                              Except as listed in Annex 4.4(a)l, Bijoux One
               Trading GesmbH holds the company contributions or
               interest in the Subsidiaries free of all pledges,
               security  interests, liens, charges, encumbrances,
               claims and options of whatever nature. Bijoux One
               Trading GesmbH has fully complied with the
               trusteeship agreement entered into with Mrs.
               Gerlinde Frischeis on April 3, 1990, a copy of
               which is enclosed in Annex 4.4(a)l, in particular
               without limitation by having paid to Mrs. Gerlinde
               Frischeis on or before April 30, 1990 the amounts
               referred to in section VI. of the trusteeship
               agreement. Seller's liability in connection with
               this clause (a) is not excluded by articles 6.4(a)
               and 6.4(d) of this Agreement.

                         (b)  Each Subsidiary is validly existing under the laws
               under which it was incorporated and no resolutions,
               agreements or actions are pending for a voluntary
               or involuntary dissolution of any Subsidiary or
               which would otherwise affect any Subsidiary's
               existence or its ability to continue to do
               business.

<PAGE>

     4.5  Distributions

                    Neither any of the Companies nor any of the Subsidiaries
          has or will declare, set aside or pay any dividend or
          other distribution in respect of their capital
          stock/company contributions, redeem, purchase or
          otherwise acquire any of their capital stock/company
          contributions or any security relating thereto, or make
          any other payment to any of its shareholders/partners.

     4.6  Financial Statements

                    The Financial Statements are, as a whole, and each of the
          entries therein is, correct and complete in all material
          respects. The Financial Statements are prepared in
          accordance with the applicable legislation and generally
          accepted accounting principles as applicable in
          Switzerland, Germany and Austria ("GAAP"); the Financial
          Statements fairly present the financial position and the
          results of the operations of the Companies/Subsidiaries.

                    Neither any of the Companies nor any of the Subsidiaries
          is subject to any liability or obligation (actual,
          contingent or unasserted), except for liabilities and
          obligations

                              recorded as a liability or a provision in the
               Financial Statements; and/or

                              arising or incurred in the ordinary course of
               business since the respective balance sheet dates
               of the Financial Statements.

                    Both the Companies and the Subsidiaries hold good and
          unencumbered title to the assets listed in the Financial
          Statements and all relevant risks, deprecations and
          losses are accounted for by sufficient writeoffs and
          provisions.

                    Since the respective balance sheet crates of the
          Financial Statements, there has not been any material
          adverse change in the business, financial conditions or
          operations of the Companies/Subsidiaries.

     4.7  Permits and Authorizations

                    Both the Companies and the Subsidiaries have all the
          consents, permits and authorizations which are necessary
          to conduct their businesses as presently conducted, in
          particular without limitation the permits set forth in
          Annex 4.7.1. To the best knowledge of Seller, such
          consents, permits and authorizations are in full force
          and effect and no circumstance exists which indicates
          that any such consent, permit or authorization could be
          revoked or withdrawn or not renewed by the fact of the
          occurrence of the transactions contemplated in this
          Agreement or otherwise. Seller's liability in connection
          with this article 4.7 is not excluded by articles 6.4(a)
          and 6.4(d) of this Agreement.

<PAGE>

     4.8  Adverse Change

                    In the period between December 31, 1997 and the Execution
          Date save as disclosed in Annex 4.8.1 there has not been
          any change in the nature of the business, results of
          operations, financial condition, method of accounting or
          accounting practices or manner of conducting the
          businesses of the Companies/Subsidiaries.

     4.9  Claims and Litigation

                    Except as set forth in Annex 4.9.1 there is no claim,
          litigation, proceeding or investigation pending or
          threatened by or against any of the
          Companies/Subsidiaries involving an amount exceeding CHF
          10'000.--. To the best knowledge of Seller there are no
          facts or circumstances which could give rise to any
          claim, litigation, proceeding or investigation with an
          amount in dispute in excess of CHF 10'000.--(or multiple
          cases of claims, litigation, proceeding or investigation
          which in the aggregate exceed CHF 10'000.- and which have
          the same cause of action) or which would materially
          adversely affect the financial situation of any of the
          Companies/Subsidiaries.

     4.10 Taxes, Social Security and other Public Charges

                    All tax returns required to be filed by the
          Companies/Subsidiaries with any competent tax authority
          have been prepared in accordance with the relevant rules
          of tax law and have been duly filed. All taxes invoiced, 
                    due and/or assessed whether with respect to
          such tax returns or otherwise have been paid
          to the appropriate taxing authority and/or 
                    accrued in the Financial Statements. The provisions for
          taxes in the Financial Statements will be sufficient for
          all unpaid taxes of any kind which are, will or might be
          assessed in-respect of the business and any transactions
          (including taxable profit distributions) of the
          Companies/Subsidiaries until the Execution Date. There
          are no open issues relating to any tax return that, if
          determined adversely to the Companies/Subsidiaries, would
          result in the assessment of additional taxes, interest or
          penalties. Seller's liability with regard to (a) taxes,
          in particular withholding taxes, (and associated
          penalties and interest) to be paid in connection with
          Seller's present or past loans to the Companies /
          Subsidiaries, (b) taxes, in particular value added taxes,
          (and associated penalties and interest) to be paid in
          connection with the past and present rental agreements
          entered into by the Companies / Subsidiaries and (c)
          taxes, in particular value added taxes, (and associated
          penalties and interest) to be paid in connection with the
          franchise agreement with San Antonio Co. Ltd., Malta,
          shall not be excluded by articles 6.4(a) and 6.4(d) of
          this Agreement.

<PAGE>

                    Except as listed in Annex 4.10.1, none of the
          Companies/Subsidiaries is a party to any dispute or legal
          proceeding with any authority for assessment or
          collection of taxes (including any indirect taxes or
          levies) with an amount in dispute in excess of CHF
          12'000.-- or DEM 15'000.-- nor has any claim for
          assessment or collection of taxes been asserted or
          threatened against any of the Companies/Subsidiaries and
          there are no .outstanding or threatened issues relating
          to taxes or to tax regulations which could have a
          material adverse effect on any of the
          Companies/Subsidiaries.

                    The Companies/Subsidiaries have fully provided for all
          social security and other public charges, including
          without limitation Old Age and Survivors' Insurance
          (Alters- und Hinterlassenenversicherung), Disability
          insurance (Invaliclenversicherung), Professional Old Age,
          Survivors' and Disability Pension (Berufliche Alters-,
          Hinterlassenen- und Invalidenversicherung), Unemployment
          Insurance (Arbeitslosenversicherung) and Casualty
          Insurance (Unfallversicherung).

               4.11  Arrangements with the Companies/Subsidiaries

                    Except as listed in Annex 4.11.1, no indebtedness (actual
          or contingent) and no contract or arrangement is
          outstanding between any of the Companies/Subsidiaries, on
          the one hand, and Seller, the board members or the
          partners of the Companies/Subsidiaries, or any person who
          is related or connected to Seller, the board members or
          the partners, on the other hand, and none of the
          Companies/Subsidiaries has provided for the transfer of
          any assets of any of the Companies/Subsidiaries to any
          such other member or person. All contracts or
          arrangements between the persons pursuant to the
          immediately preceding sentence were entered into and
          conducted at arm's length. All directors' fees, salaries,
          bonuses and any other benefits to shareholders, partners
          and board members of the Companies/Subsidiaries or Seller
          as well as all social security payments due thereon have
          been duly paid.

                    4.12      Intellectual Property

                    All patents, trade marks, registered designs, logos,
          copyrights, business names and other similar rights,
          together with all applications for any of the foregoing
          (together the *Intellectual Property') of the
          Companies/Subsidiaries or otherwise used in connection
          with their respective businesses are described in Annex
          4.12.1, are owned by such Company/Subsidiary as specified
          in Annex 4.12.1 and are not subject to any liens, charges
          or encumbrances. Neither Seller nor any of the
          Companies/Subsidiaries has received any notice of an
          infringement of any Intellectual Property. All
          registrations for registered Intellectual Property are in
          force, with renewal fees paid up to date. All
          applications for trade marks and logos fulfil all
          requirements under the applicable laws and will result in

<PAGE>

          the registration of the respective trade marks and logos
          as applied for. Any costs (including registration and
          lawyers' fees) arising in connection with such
          applications shall be borne by Seller. Seller shall be
          liable for all costs and expenses arising in connection
          with Bijoux One Trading AG's pending trademark
          registration application in Greece as set forth in Annex
          4.12.1 and shall hold Seller and/or Bijoux One Trading AG
          harmless from any damages and losses caused by the
          non-registration of such trademark. Seller's liability
          for costs and damages pursuant to this article 4.12 shall
          not be excluded by articles 6.4(a) and 6.4(d) of this
          Agreement.

               4.13  Effect of Execution of Agreement

                    The execution and delivery of this Agreement by Seller do
          not, and the consummation of all transactions
          contemplated in this Agreement by Seller will not violate
          any provision of the articles of incorporation of any of
          the Companies/Subsidiaries or any rental agreement or any
          material agreement (other than as contained in Annex
          4.13.1) to which any of the Companies/Subsidiaries are a
          party or cause any such rental agreement and/or material
          agreement to terminate or gives any third party the right
          to cause such termination. If a rental agreement, with
          the exception of the rental agreements as listed in Annex
          4.13.2 to which this article 4.13 shall not apply, is
          terminated by the landlord as a result of the execution
          and delivery of this Agreement and/or the consummation of
          any transaction contemplated in this Agreement, then the
          reduction in value of the Shares/Company Contributions in
          accordance with article 6.2 shall be CHF 200'000.--,
          provided however, that article 6.4(d) of this Agreement
          shall not apply. Seller's liability pursuant to the
          immediately preceding sentence is not excluded by article
          6.4(a). Except as disclosed in Annex 4.13.1, Seller has
          the power and authority and does not need any
          governmental or other consent of any nature to enter into
          this Agreement and to consummate any of the transactions
          contemplated in this Agreement.

               4.14 Employee Matters

                    Since December 31, 1997, there has been no material
          change in the numbers of employees of the
          Companies/Subsidiaries or in the terms and conditions of
          their employment or remuneration other than in the
          ordinary course of business. Except as set forth in Annex
          4.14.1 no employees of the Com pan ies/Su bsidiaries are
          entitled to claim against any of the
          Companies/Subsidiaries with respect to any severance
          payments or similar termination compensation, incentive
          or bonus arrangement, option plan or life, health or
          accident insurance plan or other benefit plan. Neither
          any of the Companies nor any of the Subsidiaries is
          liable to make any outstanding payment to any director,
          officer or employee by way of damages or compensation for
          loss of office or employment or for redundancy or unfair
          or wrongful dismissal. The Companies/Subsidiaries are not
          subject to any collective bargaining agreements.

<PAGE>

     4.15 Employee Pension Plan

                    Seller has disclosed to Purchaser copies of the pension
          plans as listed in Annex 4.17(a)l to which the
          Companies'/Subsidiaries' employees are beneficiaries. The
          Companies/Subsidiaries have complied with the ,minimum
          funding requirements of, and the legal regulations for,
          the pension plans of which the Companies'/Subsidiaries'
          employees are beneficiaries. All outstanding employees,
          and employers' contributions have been made or have been
          properly reserved for in the Financial Statements in
          accordance with the law and the statutes and regulations
          governing such plans. There are no other pension plans,
          schemes or pension commitments or arrangements for the
          benefit of the Companies'/Subsidiaries' directors,
          officers or employees.

     4.16 Compliance with Laws

                    To the best knowledge of Seller

                         (a)  Both the Companies and the Subsidiaries have been
               and are in compliance with all applicable laws and
               governmental regulations.

                         (b)  Neither any of the Companies nor any of the
               Subsidiaries has violated, or is in default with
               respect to, any judgement, order, writ, injunction,
               settlement agreement or decree of, or any permit,
               license or other authority from, any court,
               department, agency or instrumentality which in any
               way concerns or may affect the
               Companies/Subsidiaries or their businesses.

                         (c)  None of the assets used by Companies/Subsidiaries
               for their respective operations is likely to
               constitute a risk to the environment or to human
               health due, in particular, to the manufacture,
               storage, transport, presence or use of toxic or
               dangerous substances. There have been no such
               conditions at any property owned, operated or
               otherwise used by any Company/Subsidiary under
               applicable laws and regulations related to the
               environment, health and safety. The
               Companies/Subsidiaries have complied with all
               applicable laws and regulations related to the
               environment, health and safety and have possessed
               and complied with all permits required under such
               laws and regulations.

<PAGE>



                    4.17      Contracts

                         (a)  Annex 4.17(a)l attached hereto provides a true,
               accurate and complete list of (a) all oral and
               written employment agreements providing for annual
               salaries in excess of CHF80'000.-- or the
               equivalent in ATS or DEM as well as (b) all
               material oral and written rental agreements (it
               being understood that all rental agreements for
               shops, offices and storage space are considered to
               be material), lease agreements, credit agreements,
               loan agreements, pledge agreements, guaranties,
               suretyships, indemnities, franchise agreements,
               license agreements, agency agreements, supply
               agreements, and insurance agreements entered into
               by the Companies/Subsidiaries (including without
               limitation any of such agreements entered into
               between the Companies/Subsidiaries) which are in
               full force and effect and which are yet to be
               performed in full or in part by either of the
               contracting parties. To .the best knowledge of
               Seller, no default exists under any..agreement
               which is material for the ordinary course of
               business of the Companies/Subsidiaries. Except for
               the agreements listed in Annex 4.17(a)l, the
               Companies/Subsidiaries have not entered into any
               material agreements, it being understood that
               agreements regarding the sale by the
               Companies/Subsidiaries of their products in the
               ordinary course of business are not considered to
               be material. If any rental agreement is terminated
               by the landlord as a result of the Companies' /
               Subsidiaries' failure to have notified the landlord
               of sub-rental agreements, then the reduction in
               value of the Shares / Company Contributions in
               accordance with article 6.2 shall be CHF 200'000.--
               , provided however, that article 6.4(d) shall not
               apply. Seller's liability pursuant to the
               immediately preceding sentence is not excluded by
               article 6.4(a).

                         (b)  All open purchase orders, agreements or other
               arrangements between the Companies/Subsidiaries and
               third parties or affiliates regarding the
               purchasing of inventory items and/or other supplies
               exist as a result of the ordinary course of
               business.
     
                         (c)  Annex 4.17(c)l is a list of the ten main suppliers
               of the Companies/Subsidiaries (taken on a
               consolidated basis). None of these suppliers have
               broken off or interrupted, nor have threatened to
               break off or interrupt, relations with the
               Companies/Subsidiaries.

                    4.18      Inventory

                    All inventories (collectively referred to as "inventory"
          or "inventories") of the Companies/Subsidiaries consist
          of items of quality and quantity saleable in the ordinary
          course of business except that the value of such

<PAGE>

          inventories at August 31, 1998, calculated at the lower
          of cost or realizable or current market value in
          accordance with GAAP, was not less than CHF 3.6 Mio. The
          values at which inventories are carried on the Financial
          Statements reflect the normal inventory valuation policy
          of the Companies/Subsidiaries, as applicable, in
          accordance with GAAP and on a basis consistent with that
          of preceding periods, of stating inventory at the lower
          of cost or market value. To the best knowledge of Seller,
          there is no reason to believe that the
          Companies/Subsidiaries will experience in the foreseeable
          future any difficulty in obtaining, in the desired
          quantity and quality, the inventory necessary to conduct
          their business in the manner now conducted, including,
          without limitation, inventory which historically has been
          imported. All items included in the inventories are the
          property of the Companies/Subsidiaries and no items
          included in the inventories have been pledged as
          collateral or are held by the Companies/Subsidiaries on
          consignment from others. The value of inventory reflected
          on the Audited Financial Statements 1997 was based upon
          physical inventory counts conducted in connection with
          the preparation and audit of the Audited Financial
          Statements 1997. 

               4.19 Year 2000

                    All computer software used by the Companies/Subsidiaries
          operates substantially as intended and no bug, defect or
          flaw interferes in any material respect with the
          operation thereof. All necessary and appropriate measures
          have been taken that year 2000 compliance (that is, that
          all computer applications used by the
          Companies/Subsidiaries including those of their suppliers
          and vendors that are material to the business and
          operations of the Companies/Subsidiaries will, on a
          timely basis, be able to properly perform date-sensitive
          functions for all dates before and after December 31,
          1999 as may reasonably be necessary in the ordinary
          course of business) is ensured.

               4.20  Euro

                    The necessary and appropriate measures have been taken
          that settlement of transactions in Euro and the running
          of bank accounts in Euro in addition to the currency
          which is legal tender in the relevant jurisdiction where
          the accounts of the Companies/Subsidiaries are maintained
          and/or settled is ensured as from January 1, 1999.

     4.21 Information

                    There is no fact or circumstance relating to the
          Companies/Subsidiaries which has not been disclosed to
          Purchaser and which, if so disclosed, would beyond a
          doubt cause a reasonable buyer to abstain from entering
          into this transaction. Notwithstanding the foregoing,
          Annex 4.21.1 contains a list of information disclosed to
          Purchaser and not otherwise disclosed or referred to in
          this Agreement.

<PAGE>

     4.22 Exceptions to Representations and Warranties

                    Seller is not aware of any material exceptions to any of
          the representations and warranties contained in this
          Agreement.

     4.23 No further Representations and Warranties

                    Except as provided for in article 4, Seller makes no
          representations and warranties.



 5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                    Unless otherwise fairly disclosed in this Agreement,
          Purchaser -represents and warrants to Seller that on the
          Execution Date the following shall be true and accurate:

     5.1  Organization and Standing

                    Purchaser is a corporation duly organized, validly
          existing and in good standing under the laws of Delaware.

     5.2  Effect of Execution of Agreement

                    The execution and delivery of this Agreement by Purchaser
          do not, and the consummation of the transactions
          contemplated hereby by Purchaser will not violate any
          provision of the articles of incorporation of Purchaser
          or any agreement to which Purchaser is a part or any law
          or order of any court or governmental authority binding
          upon, or applicable to Purchaser. Purchaser has the full
          corporate power, authority and the right and does not
          need any governmental consent of any nature to enter into
          this Agreement and to consummate the purchase
          contemplated hereby. Purchaser's board of directors has
          taken all necessary corporate action to duly authorize
          the execution, delivery and performance of this
          Agreement.

     5.3  Actions and Proceedings

                    To the best of the knowledge of Purchaser, there are no
          actions, claims or other proceedings or investigations
          pending or threatened against or involving Purchaser or
          any of its present directors, officers, properties or
          assets, that individually or in the aggregate, prevent
          Purchaser from consummating the transactions contemplated
          hereby in accordance with the terms hereof, or affect the
          validity of enforceability of this Agreement.

<PAGE>

     5.4  Funding of Purchase Price

                    Purchaser has made available the necessary funds and
          Stock to pay the Purchase Price at the Execution Date.

     5.5  Approvals and Consents

                    Purchaser declares that there will to the best of its
          knowledge be no obstacle to obtaining all approvals and
          consents necessary for the Purchaser to consummate the
          purchase pursuant to this Agreement.

      5.6  Taxes

                    To avoid a requalification of the private capital gain
          resulting from the sale of the Shares/Company
          Contributions into taxable income to Seller (since these
          actions and measures are considered to constitute an
          Indirect Partial Liquidation ('Indirekte
          Teilliquidation) or any other taxable event to the
          Seller) Purchaser shall not, with respect to one, several
          or all of the Companies, during five years after the
          Execution Date, undertake any of the following actions
          and measures unless there is a written confirmation of
          the competent Swiss tax authorities stating that such
          actions and measures will not trigger any income tax
          consequences to Seller:

              (a)  Any distribution of retained earnings or reserves
               of the Companies already existing on the Execution
               Date;

               (b)  merger of the Companies with any entity of the
               Purchaser's Group;

               (c)  lending funds of the Companies in order to directly
               or indirectly finance the Purchase Price;

               (d)  pledging assets of the Companies in order to
               directly or indirectly secure the Purchase Price
               financing;

5.5.A          The Purchaser covenants and agrees with die Seller
          that so long as the Shares constitute "restricted
          securities" within the meaning of Rule 144(a)(3) under
          the Securities Act, the Purchaser will comply with the
          information requirements of Rule 144(c).

5.5.B          The Purchaser represents and covenants that upon
          receipt from the Seller of a request to remove the
          restrictive legend on the stock certificates representing
          the Shares accompanied by a signed letter containing such
          certifications, legal opinions or other information as
          the Purchaser may reasonably require to confirm that a
          transfer or sale is being made pursuant to an exemption
          from, or in a transaction not subject to, the
          registration requirements of the Securities Act, the
          Purchaser (at the Purchaser's expense) will issue to the

<PAGE>
      
              Seller stock certificates representing the Shares Without
          any restrictive legend as soon as commercially
          practicable.

                         (e)  any other measure which could be considered as
               direct or indirect financing or securing of the
               Purchase Price by the Companies.

     5.7  No further Representations and Warranties

                    Except as provided for in article 5, Purchaser makes no
          representations and warranties.

6.   DURATION OF REPRESENTATIONS AND WARRANTIES;
     CONSEQUENCES OF BREACH; GENERAL EXCLUSIONS

     6.1  Duration and Notice of Breach

          The representations and warranties contained in articles
          4 and 5 of this Agreement shall remain in force

     (a)  with respect to claims for misrepresentation or breaches
          of warranties and representations under article 4.10 of
          this Agreement, three months after the date when the
          respective income tax assessments based on all business
          years ending on or before December 31, 1997 and on all
          business transactions executed on or before the Execution
          Date have become final and through March 31, 2000 with
          respect to other taxes and tax returns due on or before
          the Execution-Date.

     (b)  with respect to claims for misrepresentation or breaches
          of warranties and representations under article 5.6 of
          this Agreement, five years and three months after the
          Execution Date or - whatever period is longer -three
          months after the date when all the personal tax
          assessments of Seller up to and including the Tax Year
          1999 issued by the competent authorities become final.

     (c)  with respect to Seller's obligation pursuant to the
          second sentence of article 4.13, until September 31,
          1999.

     (d)  with respect to claims for all other misrepresentations
          or breaches of representations or warranties, until March
          31, 2000.

          Each Party shall notify the other Party in writing within
          60 days after it has detected a misrepresentation or
          breach of representations or warranties of the other
          Party and knows about the relevant details, describing in
          reasonable details as reasonably known by the respective
          Party at the date of notification such misrepresentation
          or breach (indicating the article or the articles of this
          Agreement which are alleged to be violated) and any
          losses suffered by any of the Companies/Subsidiaries (or
          Seller as the case may be) as a consequence of such

<PAGE>

          breach. The notified Party shall then have the
          opportunity with the other Party's written consent (such
          consent not being unreasonably withheld) to remedy such
          breach within 60 days from receipt of the notification.

          The Parties waive all notification and examination
          requirements under article 201 of the Swiss Code of
          Obligations. In particular, the Purchaser may assert
          claims for misrepresentation or breaches of
          representations or warranties in any written form and,
          subject to the requirement that notice must be given in
          writing within 60 days of the detection of the
          misrepresentation or breach of representations or
          warranties as set out above, at any time prior to the
          lapse of the respective period set out in this article
          6.1.

     6.2  Consequences of Breach by Seller

          Any misrepresentation or breach of representations or
          warranties contained herein by Seller shall entitle
          Purchaser to the following remedy:

          Purchaser may claim a reduction of the Purchase Price by
          an amount (the n Reduction Amount") which corresponds to
          the reduction in value of the Shares/Company
          Contributions caused by the breach, provided that such
          reduction in value shall be deemed to be equal to the
          aggregate amounts of losses, liabilities, damages, costs,
          taxes, duties, penalties, expenditures and expenses which
          Purchaser and/or the Companies/Subsidiaries as a whole
          incur as a result of the breach. The Reduction Amount
          shall be paid by Seller, at Purchaser's election, either
          to Purchaser or to that Company/Subsidiary which was
          directly affected by the breach in accordance with the
          Escrow Agreement.

     6.3  Limitation

          The Seller's aggregate liability under this Agreement
          shall, for all purposes (i.e. not only in case of a
          breach of representation and warranty but in any case),
          be limited to the amount in escrow under the Escrow
          Agreement.

     6.4  Exclusions

     The liability of Seller shall be excluded

     (a)  if and to the extent the facts or circumstances giving
          rise to the damage or loss have been fairly disclosed as
          Disclosed Information; or

     (b)  if where such breach can be remedied, Seller has within
          60 days following receipt of Purchaser's notice remedied
          such breach by specific performance; or 

<PAGE>
     
     (c)  if and to the extent Purchaser has received recovery for
          such damage or loss (in particular under any insurance
          policy), or, if nonrecovery is the result of Purchaser's
          failure to exercise reasonable efforts to obtain
          recovery, it being understood that under no circumstances
          shall Purchaser be required to institute suit or other
          legal proceeding to obtain recovery, but Purchaser, upon
          obtaining recovery from Escrow or Seller, shall assign
          its rights to institute suit or other legal proceeding to
          Seller, or

     (d)  if such damages or losses are less than CHF 100'000.-- in
          the aggregate provided that if the threshold of CHF
          100'000.-- is exceeded, then Seller shall be liable for
          the exceeding amount only, or

     (e)  if and to the extent such damage or loss arises or is
          increased as a result of the passing of, or any change in
          any legislation, including the tax legislation or any
          change of court rulings with precedent nature, after the
          Execution Date, or change in accounting practice after
          the Execution Date.

     6.5  Consequences of Breach by Purchaser

          Any breach of representations or warranties contained in
          article 5.6 of this Agreement by Purchaser shall entitle
          Seller to an indemnification payment in the amount of the
          personal income taxes plus late payment interest and
          penalties to be paid by Seller as a result of the
          re-qualification of the tax-free capital gain into
          taxable income.

     6.6  Third Party Claims and Governmental Notices

          Should Purchaser wish to enforce claims for damages
          against Seller arising from any legal proceeding
          involving the Companies, it shall provide the Seller with
          the necessary information and consult with Seller about
          the procedure to the extent that such information and
          consultation is legally permissible and deemed
          appropriate by Purchaser. Failure to do so shall diminish
          Purchaser's claims under this article 6 to the extent
          Seller is prejudiced by such failure.

7.   CONTINUATION OF CERTAIN CONTRACTS

          Seller and Purchaser further undertake to continue, or
          procure to be continued, the agreements listed in Annex
          7.1 hereto for the term mentioned in this Annex.

          Seller shall indemnify and hold harmless Purchaser for
          all and any expenses, damages, claims and costs,
          including one half of the minimum commission of USD
          70'000.-- (i.e., USD 35'000.--) and damages or claims for
          early termination, which may arise in connection with the

<PAGE>

          termination of the agency agreement (including
          amendments) between Bijoux One Trading AG and Amy Fashion
          Accessory Co., Hong Kong, except for the balance of the
          minimum commission of USD 70'000.-- (i.e., the remaining
          USD 35'000.--) which will be borne by Bijoux One Trading
          AG. Seller's liability in connection with the immediately
          preceding sentence is not subject to the limitations and
          exclusions applying to Seller's liability pursuant to
          article 6.

8.   MISCELLANEOUS

     8.1  Press Releases

          Any press releases or other disclosures to the public
          regarding this Agreement and the transactions
          contemplated hereby shall be mutually agreed upon by the
          parties hereto, provided that neither Party shall
          unreasonably withhold its agreement.

     8.2  Expenses, Costs and Transfer Duties

          The Parties shall pay their own costs and expenses
          (including also legal, accounting, auditors' and other
          fees) relating to this Agreement. Transfer expenses,
          stamp duties as well as any transactional taxes payable
          on the sale of the Shares/Company Contributions shall be
          borne by the Purchaser.

     8.3  Modifications

          This Agreement shall not be amended or modified except by
          a document in writing duly executed by all parties
          hereto. This undertaking itself may only be modified by
          an agreement in writing.

     8.4  Previous Agreements Superseded

          This Agreement supersedes all prior agreements,
          negotiations, correspondence, undertakings and
          communications of the parties, oral or written, with
          respect to such subject matter.

     8.5  Notices

          All notices and other communications under this Agreement
          shall be in writing and shall be considered duly given
          when received, if delivered, mailed by registered mail or
          telefaxed.

          If to the Seller:        Peter Bossert
                                   Haselsteig 3
                                   8180 Bulach

                                   Fax no.: + 41-1 860 26 92

<PAGE>

                                   If to the Purchaser:     
                                   3 S.W. 129th Avenue
                                   Pembroke Pines, FL 33027
                                   Attn.: Rowland Schaefer, President

                                   Fax no.: 001 954-433-3999

          or to such other address as may be hereafter communicated
          in writing by Seller to Purchaser or vice versa.

     8.6  Severabillity

          If any provision of this Agreement is held to be invalid
          or unenforceable for any reason it shall be adjusted
          rather than voided, if possible, in order to achieve the
          intent of the parties to this Agreement to the fullest
          extent possible. In any event, all other provisions of
          this Agreement shall be deemed valid and enforceable to
          the fullest extent possible.

     8.7  Non-Assignability

          No Party shall assign, in whole or in part, or delegate
          all or any part of its rights or obligations under this
          Agreement without the prior written consent of the other
          Party. Any assignment or delegation made without such
          consent shall be void.

     8.8  Governing Law

          This Agreement shall be subject to and governed by
          material Swiss law. The United Nations Convention on
          Contracts for the International Sales of Goods of April
          11, 1980, is not applicable.

     8.9  Arbitration

          All disputes arising out of or in connection with this
          Agreement, including disputes on its conclusion, binding
          effect, amendment and termination shall be judged by an
          arbitration tribunal with seat in Zurich, Switzerland,
          consisting of three (3) arbitrators and acting in
          accordance with the rules of the Swiss Federal Code on
          Conflicts of Law of December 18, 1987 (hereafter referred
          to as *IPRG). As far as the IPRG does not contain
          mandatory provisions, the arbitrators shall apply the
          procedural laws of the Canton of Zurich then in force
          (Art. 182 para. 2 IPRG). Upon written notice by the
          claimant party, which notice must be accompanied by the
          designation of one arbitrator, the defendant party shall
          appoint an arbitrator within thirty (30) days from
          receipt of such notice and, within a further period of
          thirty (30) days, the two arbitrators shall appoint a
          third arbitrator who shall act as chairman.  Any
          arbitrator not appointed as provided above, upon request
          by one Party, shall be appointed by the Zurich Supreme
          Court (239 para. 2 Zurich procedural laws applicable
          pursuant to Art. 179 para. 2 IPRG). Eligible for

<PAGE>
      
          appointment as arbitrators are persons who are familiar
          with the English language and English shall be the
          language governing the arbitration procedures.

          Subject to a possible appeal to the Swiss Federal Supreme
          Court in accordance with Art. 190 et seq. IPRG the
          Parties undertake to recognize the award of the
          arbitration tribunal as final, binding and enforceable.

          Without prejudice to the right of either party to have
          recourse to the arbitration tribunal for such relief,
          either Party may seek preliminary or injunctive measures
          or relief in any competent court having jurisdiction.

In witness whereof, the Parties have executed this Agreement
effective as of November 1, 1998.


Zurich, November 11, 1998

     Seller:                            Purchaser:
                                        Claire's Stores, Inc.



    Peter Bossert                       by: Mr. Rowland Schaefer




     Annexes

<PAGE>