Exhibit 10.9

                                                                  Execution Copy

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered as of December 13,
2007 (the "Effective  Date"),  by and between Claire's  Stores,  Inc., a Florida
corporation (the "Company"), and James Conroy (the "Executive").

      WHEREAS,  the  Company  desires to employ the  Executive  on the terms and
subject to the conditions set forth herein and the Executive has agreed to be so
employed.

      NOW,   THEREFORE,   in  consideration   of  the  mutual   representations,
warranties,  covenants and agreements  set forth herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

1. Employment of Executive; Duties.

      1.1 Title.  During the Employment Period (as defined in Section 2 hereof),
the Executive shall serve as an Executive Vice President of the Company.

      1.2 Duties.

            (a) During the  Employment  Period,  the  Executive  shall have such
      executive  and  managerial  powers  and duties as may be  assigned  to the
      Executive by the Chief Executive  Officer or the Board of Directors of the
      Company  (the  "Board"),  commensurate  with the  Executive's  position as
      Executive Vice President,  and shall report to the Chief Executive Officer
      or the Board.  The Company may adjust the duties and  responsibilities  of
      Executive as Executive Vice President,  notwithstanding the specific title
      set forth in Section 1.1 hereof,  based upon the Company's needs from time
      to time. Except for sick leave, reasonable vacations and excused leaves of
      absence, the Executive shall, throughout the Employment Period, devote the
      whole of the  Executive's  working time,  attention,  knowledge and skills
      faithfully,  and to the best of the Executive's ability, to the duties and
      responsibilities  of  the  Executive's  positions  in  furtherance  of the
      business  affairs and activities of the Company and its  subsidiaries  and
      Affiliates (as defined in Section 5.4(a) hereof).

            (b) During the Employment Period, the Executive's principal place of
      employment shall be at the Company's office in Hoffman Estates,  Illinois.
      The  Executive  shall  relocate  his  principal  residence  to the greater
      Chicago metropolitan area.

            (c) The  Executive  shall at all times be subject to,  comply  with,
      observe and carry out (i) the Company's rules,  regulations,  policies and
      codes of ethics and/or conduct  applicable to its employees  generally and
      in effect  from time to time and (ii) such rules,  regulations,  policies,
      codes of ethics and/or conduct,  directions and  restrictions as the
<PAGE>

      Board may from time to time reasonably  establish or approve generally for
      senior executive officers of the Company.

2. Term of Employment.  This Agreement  shall govern the terms and conditions of
the Executive's  employment by the Company, and the termination thereof,  during
the Term.  The "Term" shall mean the period that commences on the Effective Date
and ends on  February  28,  2010  (the  "Term"),  provided  that the Term  shall
automatically  be extended for  successive  one year periods unless either party
provides  written notice (a "Notice of  Non-Renewal")  at least ninety (90) days
prior to the expiration of the Term that the Term shall not be further extended.
The portion of the Term during which the  Executive is actually  employed by the
Company under this Agreement is referred to as the "Employment Period".

3. Compensation and General Benefits.

      3.1 Base Salary.

            (a) During the Employment  Period,  the Company agrees to pay to the
      Executive an annual base salary in an amount equal to $585,000  (such base
      salary,  as may be adjusted from time to time pursuant to Section  3.1(b),
      is referred to herein as the "Base Salary").  The Executive's Base Salary,
      less  amounts  required  to be withheld  under  applicable  law,  shall be
      payable in equal  installments  in accordance  with the  Company's  normal
      payroll  practices  and  procedures  in  effect  from time to time for the
      payment of  salaries  to  officers  of the  Company,  but in no event less
      frequently than monthly.

            (b) The  Company  shall  review the  Executive's  performance  on an
      annual basis and, based on such review, may change the Base Salary, as it,
      acting  in its sole  discretion,  shall  determine  to be  reasonable  and
      appropriate.

      3.2 Bonus.  Pursuant to the Company's  Annual  Incentive Plan (the "AIP"),
with  respect to each fiscal year of the Company that begins after 2007 and that
ends during the Employment  Period,  the Executive  shall be eligible to receive
from the Company an annual performance bonus (the "Annual Bonus") based upon the
Company's  attainment  of annual goals  established  by the  Company,  which may
include the Company's comparable store sales,  earnings before interest,  taxes,
depreciation  and  amortization  ("EBITDA")  and/or cash generation  goals.  The
Executive's  target  Annual  Bonus shall be  seventy-five  percent  (75%) of the
Executive's  Base Salary if the Company meets targeted  levels of performance to
be determined by the Company for the  applicable  year.  Any Annual Bonus earned
shall  be  payable  in  full as soon as  reasonably  practicable  following  the
determination thereof, but in no event later than April 15 of the following year
(unless  administratively  impracticable to do so because the Company's  results
for the applicable  year had not yet been  finalized) and in accordance with the
Company's normal payroll practices and procedures. Except as otherwise expressly
provided in the AIP and Section 4 hereof,  any Annual Bonus (or portion thereof)
payable  under  this  Section  3.2 shall not be earned  and  payable  unless the
Executive is employed by the Company on the last day of the period to which such
Annual Bonus  relates,  provided that no Annual Bonus for any  preceding  period
shall be payable if the Executive's employment is terminated for Cause.

      3.3 Expenses.


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<PAGE>

            (a) In  addition  to any  amounts  to  which  the  Executive  may be
      entitled  pursuant to the other  provisions of this Section 3 or elsewhere
      herein, the Executive shall be entitled to receive  reimbursement from the
      Company  for  all  reasonable  and  necessary  expenses  incurred  by  the
      Executive  during the Term in performing the Executive's  duties hereunder
      on behalf of the Company,  subject to, and consistent  with, the Company's
      policies  for expense  payment and  reimbursement,  in effect from time to
      time.

            (b) In addition to any  reimbursement  to which the Executive may be
      entitled to under the Company's  relocation  policy,  the Executive  shall
      also be entitled to a  relocation  bonus of  $150,000,  payable as soon as
      practicable after the Effective Date.

      3.4 Benefits During the Employment  Period,  in addition to any amounts to
which the  Executive  may be entitled  pursuant to the other  provisions of this
Section 3 or elsewhere  herein,  the Executive  shall be entitled to participate
in, and to receive benefits under,  any benefit plans,  arrangements or policies
made  available  by the  Company to its  senior  executive  officers  generally,
subject to and on a basis  consistent  with the terms,  conditions  and  overall
administration of each such plan, arrangement or policy.

      3.5 Employee Stock Options.

            (a) Claire's, Inc. (the "Company Parent") has adopted a stock option
      plan, in the form attached hereto as Exhibit A and incorporated  herein by
      reference  (the  "Plan"),  for the grant of stock  options to employees or
      directors of the Company or of any  subsidiary  of the Company to purchase
      shares of Common Stock of the Company Parent (the "Common Stock").

            (b) On or shortly  after the Effective  Date,  pursuant to the Plan,
      the Executive shall be granted  nonqualified  options to purchase  437,500
      shares of Common Stock at a price per share equal to $10 for its shares on
      the terms set forth in the Option Grant Letter  attached hereto as Exhibit
      B and incorporated herein by reference (the "Option Letter").

      3.6 Stock Investment.

            (a) On or shortly  after the Effective  Date,  the Executive has the
      opportunity  to purchase up to 30,000 shares of Common Stock for aggregate
      cash consideration of $300,000 (the "Stock Purchase").  The Stock Purchase
      shall  otherwise  be on the terms set forth in the Stock  Letter  attached
      hereto as Exhibit C.

            (b) Upon  completion of the Stock  Purchase,  the Executive shall be
      granted an additional fully vested  nonqualified  stock option to purchase
      30,000  shares of Common Stock at a price per share equal to $10.00 on the
      terms set forth in the Option Letter.

4. Termination.

      4.1 General. The employment of the Executive hereunder (and the Employment
Period)  shall  terminate  as  provided  in  Section  2 hereof,  unless  earlier
terminated in accordance with the provisions of this Section 4.


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<PAGE>

      4.2 Death or Disability of the Executive.

            (a) The  employment of the Executive  hereunder  (and the Employment
      Period)  shall  terminate  upon (i) the death of the Executive and (ii) at
      the option of the  Company,  upon not less than  fifteen  (15) days' prior
      written notice to the Executive or the Executive's personal representative
      or guardian,  if the Executive suffers a "Total Disability" (as defined in
      Section 4.2(b) hereof).  Upon  termination for death or Total  Disability,
      the   Company   shall  pay  to  the   Executive,   guardian   or  personal
      representative,  as the case may be, a prorated  share of the Annual Bonus
      pursuant to Section 3.2 hereof (based on the period of actual  employment)
      that the Executive  would have been  entitled to had the Executive  worked
      the full year during which the termination occurred,  which bonus shall be
      based  on  actual  performance  of  the  Company  for  the  year  of  such
      termination.  Any bonus shall be payable as soon as reasonably practicable
      following the determination  thereof,  but in no event later than April 15
      of the  following  year (unless  administratively  impracticable  to do so
      because the  Company's  results for the  applicable  year had not yet been
      finalized),  and in accordance with the Company's normal payroll practices
      and procedures.

            (b) For purposes of this Agreement,  "Total  Disability"  shall mean
      (i) if the  Executive  is subject to a legal decree of  incompetency  (the
      date of such  decree  being  deemed  the  date on  which  such  disability
      occurred),  (ii) the written  determination by a physician selected by the
      Company  and  acceptable  to  Executive  (which  acceptance  shall  not be
      unreasonably withheld), (which expense shall be paid by the Company) that,
      because of a medically  determinable disease,  injury or other physical or
      mental disability,  the Executive is unable substantially to perform, with
      or without reasonable accommodation,  the material duties of the Executive
      required  hereby,  and that such  disability  has lasted  for ninety  (90)
      consecutive  days  or  any  one  hundred  twenty  (120)  days  during  the
      immediately  preceding twelve  (12)-month  period or is, as of the date of
      determination,  reasonably expected to last six (6) months or longer after
      the date of  determination,  in each case based upon  medically  available
      reliable  information or (iii)  Executive's  qualifying for benefits under
      the Company's long-term disability  coverage,  if any. In conjunction with
      determining  mental  and/or  physical  disability  for  purposes  of  this
      Agreement,  the Executive hereby consents to (x) any examinations that the
      Company  reasonably  determines are relevant to a determination of whether
      the Executive is mentally  and/or  physically  disabled or are required by
      the Company  physician,  (y) furnish  such medical  information  as may be
      reasonably  requested  and (z)  waive  any  applicable  physician  patient
      privilege  that  may  arise  because  of such  examination.  All  expenses
      incurred  by the  Executive  under  this  subsection  shall be paid by the
      Company.

      4.3 Termination by the Company Without Cause, Non-Renewal of the Agreement
by the Company,  Resignation by the Executive For Good Reason or in the event of
a Change of Control.

            (a) The Company may terminate  the  Executive's  employment  without
      "Cause"  (as  defined  in  Section  4.3(g)),  and  thereby  terminate  the
      Executive's


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<PAGE>

      employment  (and the  Employment  Period) under this Agreement at any time
      with no requirement for notice to the Executive.

            (b) Pursuant to Section 2, the Company may  terminate  the Executive
      upon expiration of the Term by providing a Notice of Non-Renewal.

            (c) The Executive may resign,  and thereby terminate the Executive's
      employment (and the Employment  Period), at any time for "Good Reason" (as
      defined in Section  4.3(f)  hereof),  upon not less than thirty (30) days'
      prior written  notice to the Company  specifying in reasonable  detail the
      reason  therefore;  provided,  however,  that  the  Company  shall  have a
      reasonable  opportunity  to cure  any  such  Good  Reason  (to the  extent
      possible)  within such thirty (30) day notice  period after the  Company's
      receipt of such notice;  and provided  further that, if the Company is not
      seeking to cure, the Company shall not be obligated to allow the Executive
      to continue  working  during such period and may, in its sole  discretion,
      accelerate such  termination of employment (and the Employment  Period) to
      any date during such period.  Executive may not terminate employment under
      this  Agreement for Good Reason  regarding  any of the  Company's  acts or
      omissions of which Executive had actual notice for sixty (60) days or more
      prior to giving notice of termination for Good Reason.

            (d) In the event the Executive's  employment is terminated  pursuant
      to this Section 4.3, then, subject to Section 4.3(e) hereof, the following
      provisions shall apply:

                  (i) The Company  shall  continue to pay the Executive the Base
            Salary to which the Executive  would have been entitled  pursuant to
            Section  3.1  hereof  (at the Base  Salary  rate  during the year of
            termination) for a twelve  (12)-month  period following such date of
            termination,  with all such amounts  payable in accordance  with the
            Company's normal payroll practices and procedures in the same manner
            and at the same time as though the  Executive  remained  employed by
            the Company.

                  (ii) If such  termination  occurs upon or within eighteen (18)
            months  following  a Change of  Control  (as  defined  in  Exhibit B
            attached  hereto),  the Company shall  continue to pay the Executive
            the Base  Salary to which the  Executive  would  have been  entitled
            pursuant  to Section  3.1 hereof (at the Base Salary rate during the
            year of  termination)  for the  greater  of (A) a twelve  (12)-month
            period  following  such date of  termination or (B) the period until
            the end of the then remaining Term, with all such amounts payable in
            accordance   with  the  Company's   normal  payroll   practices  and
            procedures  in the same  manner  and at the same time as though  the
            Executive remained employed by the Company.

                  (iii) In the event the  Executive's  employment  is terminated
            pursuant to this Section 4.3 without  Cause,  and if the Company has
            previously  effected  reductions in the Executive's  Base Salary and
            the base  salary of all  senior  executives  of the  Company,  which
            reductions were substantially similar, then the Base Salary rate for
            purposes  of  Section  4.3(c)(i)  or (ii)  hereof  shall be the Base
            Salary rate in effect immediately prior to such reductions.


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<PAGE>

                  (iv) The Company shall pay to the  Executive a prorated  share
            of the Annual  Bonus  pursuant to Section  3.2 hereof  (based on the
            period of actual  employment)  that the  Executive  would  have been
            entitled to had the Executive  worked the full year during which the
            termination occurred, based on actual performance of the Company for
            the year of such termination.  The bonus shall be payable as soon as
            reasonably  practicable following the determination  thereof, but in
            no  event  later  than  April  15  of  the  following  year  (unless
            administratively  impracticable  to  do  so  because  the  Company's
            results for the applicable year had not yet been finalized),  and in
            accordance   with  the  Company's   normal  payroll   practices  and
            procedures.

                  (v)  If  the  Executive  elects  continuation  coverage  (with
            respect to the Executive's  coverage  and/or any eligible  dependent
            coverage) under the Consolidated  Omnibus Budget  Reconciliation Act
            of  1986  ("COBRA  Continuation   Coverage")  with  respect  to  the
            Company's  group  health  insurance  plan,  the  Executive  shall be
            responsible  for payment of the monthly  cost of COBRA  Continuation
            Coverage.  Unless prohibited by law, the Company shall reimburse the
            Executive for any portion of the monthly cost of COBRA  Continuation
            Coverage  that  exceeds the amount of the monthly  health  insurance
            premium  (with  respect  to  the  Executive's  coverage  and/or  any
            eligible  dependent  coverage) payable by the Executive  immediately
            prior to the date of Executive's termination, such reimbursements to
            continue  (A) for a period of twelve (12) months or (B) in the event
            that the  Executive's  Base Salary is being paid pursuant to Section
            4.3(d)(ii),  for the period set forth therein. The Company shall pay
            the  reimbursements  on a  monthly  basis  in  accordance  with  the
            Company's normal payroll practices and procedures.

            (e) As a condition precedent to the Executive's right to receive the
      benefits  set forth in Section  4.3(d)  hereof,  the  Executive  agrees to
      execute a release of the Company and its respective Affiliates,  officers,
      directors, stockholders,  employees, agents, insurers, representatives and
      successors from and against any and all claims that the Executive may have
      against any such Person (as defined in Section 5.4(f) hereof)  relating to
      the Executive's  employment by the Company and the termination thereof, in
      the form  attached  hereto as Exhibit D, as such form may be amended  from
      time to time to comply with changes in law.

            (f) For purposes of this Agreement,  the Executive would be entitled
      to terminate the  Executive's  employment for "Good Reason" if without the
      Executive's prior written consent:

                  (i) the Company  fails to comply with any material  obligation
            imposed by this Agreement;

                  (ii) the Company effects a reduction in the  Executive's  Base
            Salary,  unless  all  senior  executives  of the  Company  receive a
            substantially similar reduction in base salary; or


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<PAGE>

                  (iii)  the  Company   requires  the   Executive  to  be  based
            (excluding  regular  travel   responsibilities)  at  any  office  or
            location  more than 75 miles outside of Hoffman  Estates,  Illinois,
            provided that the Executive had  previously  relocated his principal
            residence to the greater Chicago metropolitan area.

            (g) For purposes of this Agreement,  "Cause" means the occurrence of
      any one or more of the following events:

                  (i) an act of fraud, embezzlement, theft or any other material
            violation of law that occurs during or in the course of  Executive's
            employment with the Company;

                  (ii) intentional damage to the Company's assets;

                  (iii)  intentional  disclosure of the  Company's  confidential
            information contrary to the Company's policies;

                  (iv) material  breach of  Executive's  obligations  under this
            Agreement;

                  (v)  intentional   engagement  in  any  activity  which  would
            constitute  a  breach  of  Executive's  duty of  loyalty  or of your
            obligations under this Agreement;

                  (vi) material  breach of any of material the Company's  policy
            that has been communicated to the Executive in writing;

                  (vii) the  willful  and  continued  failure  to  substantially
            perform  Executive's  duties for the Company (other than as a result
            of incapacity due to physical or mental illness); or

                  (viii) willful conduct by Executive that is  demonstrably  and
            materially injurious to the Company, monetarily or otherwise.

            For  purposes of this Section  4.3(f),  an act, or a failure to act,
      shall not be  deemed  "willful"  or  "intentional"  unless it is done,  or
      omitted to be done,  by  Executive  in bad faith or  without a  reasonable
      belief that Executive's action or omission was in the best interest of the
      Company.  Failure to meet performance standards or objectives,  by itself,
      does not constitute "Cause".

      4.4  Termination  For  Cause,  Voluntary  Resignation  Other Than For Good
Reason or Election Not to Extend the Term by the Executive.

            (a) (i) the Company  may,  upon action of the Board,  terminate  the
      employment of the Executive  (and the  Employment  Period) at any time for
      "Cause,"  (ii) the Executive  may  voluntarily  resign other than for Good
      Reason  and  thereby   terminate  the  Executive's   employment  (and  the
      Employment  Period)  under this  Agreement  at any time upon not less than
      thirty (30) days' prior written  notice or (iii) the Executive may provide
      a Notice of  Non-Renewal  pursuant to Section 2 hereof,  in which case the
      Executive's employment will terminate upon expiration of the Term.


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            (b) Upon  termination by the Company for Cause,  by the Executive as
      the  result of  resignation  for  other  than for Good  Reason,  or by the
      Executive  at the  end of the  Term  following  a  Notice  of  Non-Renewal
      provided by the Executive,  the Executive shall be entitled to receive all
      amounts of earned but unpaid Base Salary and  benefits  accrued and vested
      through the date of such termination.

            (c)  Before  the  Company  may  terminate  the  Executive  for Cause
      pursuant to Section 4.4(a)(i),  the Board shall deliver to the Executive a
      written  notice of the  Company's  intent to terminate  the  Executive for
      Cause, and the Executive shall have been given a reasonable opportunity to
      cure  any  such  acts  or  omissions  (which  are  susceptible  of cure as
      reasonably determined by the Board by majority vote thereof) within thirty
      (30) days after the Executive's receipt of such notice.

            (d) If the Executive's  employment terminates under this Section 4.4
      prior to the first  anniversary of the Effective Date, the Executive shall
      be  required  to  repay to the  Company  100% of the  relocation  bonus in
      Section  3.3(b),  and if  such  termination  occurs  prior  to the  second
      anniversary  of the Effective  Date,  the  Executive  shall be required to
      repay to the Company 50% of the relocation bonus in Section 3.3(b).

      4.5  Resignation  from  Officer  Positions.  Upon the  termination  of the
Executive's employment for any reason (unless otherwise agreed in writing by the
Company  and the  Executive),  the  Executive  will be deemed to have  resigned,
without any further action by the Executive,  from any and all officer, director
and/or  director  positions  that  the  Executive,  immediately  prior  to  such
termination,  (a) held with the  Company or any of its  Affiliates  and (b) held
with any other  entities at the direction of, or as a result of the  Executive's
affiliation  with, the Company or any of its Affiliates.  If for any reason this
Section 4.5 is deemed to be insufficient to effectuate such  resignations,  then
Executive will, upon the Company's request, execute any documents or instruments
that  the  Company  may  deem   necessary  or  desirable  to   effectuate   such
resignations.

      4.6 Section 409A of the Code.  Notwithstanding anything to the contrary in
this Agreement,  the parties  mutually desire to avoid adverse tax  consequences
associated  with the  application  of Section 409A of the Code to this Agreement
and  agree to  cooperate  fully and take  appropriate  reasonable  actions  that
preserve to the Executive,  to the maximum extent  practical,  the full economic
benefit of this  Agreement  while avoiding any such  consequences  under Section
409A of the Code,  including  delaying  payments and  reforming  the form of the
Agreement if such action would reduce or eliminate taxes and/or interest payable
as a  result  of  Section  409A of the  Code.  In this  regard,  notwithstanding
anything to the  contrary in this  Section 4, to the extent  necessary to comply
with Section 409A of the Code,  any payment  required under this Section 4 shall
be deferred  for a period of six (6)  months,  regardless  of the  circumstances
giving rise to or the basis for such payment.


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<PAGE>

5. Confidentiality, Work Product and Non-Competition and Non-Solicitation.

      5.1 Confidentiality.

            (a) In connection with the Executive's  employment with the Company,
      the Company promises to provide the Executive with access to "Confidential
      Information"  (as  defined  in  Section  5.4(d)  hereof) in support of the
      Executive's employment duties. The Executive recognizes that the Company's
      business interests require a confidential relationship between the Company
      and the Executive and the fullest  practical  protection and  confidential
      treatment of all Confidential  Information.  At all times, both during and
      after  the  Employment   Period,  the  Executive  shall  not  directly  or
      indirectly: (i) appropriate, download, print, copy, remove, use, disclose,
      divulge,  communicate or otherwise "Misappropriate" (as defined in Section
      5.4(e)  hereof),   any  Confidential   Information,   including,   without
      limitation,  originals or copies of any Confidential  Information,  in any
      media or format,  except for the Company's  benefit  within the course and
      scope of the Executive's employment or with the prior written consent of a
      majority  of the Board;  or (ii) take or  encourage  any action that would
      circumvent,  interfere with or otherwise  diminish the value or benefit of
      the Confidential  Information to any of the Company Parties (as defined in
      Section 5.4(b) hereof).

            (b) All  Confidential  Information,  and all other  information  and
      property  affecting  or  relating to the  business of the Company  Parties
      within the Executive's possession,  custody or control, regardless of form
      or format,  shall  remain,  at all times,  the property of the  respective
      Company  Parties,  the  appropriation,  use and/or  disclosure of which is
      governed and restricted by this Agreement.

            (c) The Executive acknowledges and agrees that:

                  (i) the  Executive  occupies  a  unique  position  within  the
            Company, and the Executive is and will be intimately involved in the
            development and/or implementation of Confidential Information;

                  (ii) in the event the Executive breaches this Section 5.1 with
            respect to any Confidential Information, such breach shall be deemed
            to be a Misappropriation of such Confidential Information; and

                  (iii) any  Misappropriation  of Confidential  Information will
            result in immediate and irreparable harm to the Company.

            (d) Upon receipt of any formal or informal request, by legal process
      or otherwise,  seeking the  Executive's  direct or indirect  disclosure or
      production of any  Confidential  Information to any Person,  the Executive
      shall  promptly  and timely  notify the Company and provide a  description
      and, if  applicable,  hand  deliver a copy of such request to the Company.
      The  Executive  irrevocably  nominates  and  appoints  the  Company as the
      Executive's  true and lawful  attorney-in-fact  to act in the  Executive's
      name,  place and stead to perform any act that the Executive might perform
      to defend and protect against any disclosure of Confidential Information.


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<PAGE>

            (e) At any  time the  Company  may  request,  during  or  after  the
      Employment  Period,  the  Executive  shall  deliver  to  the  Company  all
      originals and copies of Confidential Information and all other information
      and property  affecting or relating to the business of the Company Parties
      within the Executive's possession,  custody or control, regardless of form
      or format,  including,  without  limitation any  Confidential  Information
      produced by the Executive.  Both during and after the  Employment  Period,
      the Company shall have the right of reasonable access to review,  inspect,
      copy and/or confiscate any Confidential Information within the Executive's
      possession, custody or control.

            (f) Upon termination or expiration of this Agreement,  the Executive
      shall immediately return to the Company all Confidential Information,  and
      all other  information and property  affecting or relating to the business
      of the Company  Parties,  within the  Executive's  possession,  custody or
      control,  regardless  of form or format,  without the necessity of a prior
      Company request.

            (g) During the  Employment  Period,  the  Executive  represents  and
      agrees that the  Executive  will not use or disclose any  confidential  or
      proprietary  information  or trade  secrets of others,  including  but not
      limited to former  employers,  and that the Executive  will not bring onto
      the  premises of the Company or access such  confidential  or  proprietary
      information  or trade  secrets  of such  others,  unless  consented  to in
      writing by said others, and then only with the prior written authorization
      of the Company.

      5.2 Work Product/Intellectual Property.

            (a)  Assignment.  The  Executive  hereby  assigns to the Company all
      right,  title and  interest to all "Work  Product"  (as defined in Section
      5.4(h) hereof) that (i) relates to any of the Company  Parties'  actual or
      anticipated  business,  research  and  development  or  existing or future
      products or services, or (ii) is conceived, reduced to practice, developed
      or made using any equipment,  supplies, facilities, assets, information or
      resources of any of the Company Parties  (including,  without  limitation,
      any intellectual property rights).

            (b) Disclosure.  The Executive shall promptly  disclose Work Product
      to the Board and perform all actions  reasonably  requested by the Company
      (whether  during or after the Employment  Period) to establish and confirm
      the ownership and  proprietary  interest of any of the Company  Parties in
      any  Work  Product  (including,   without  limitation,  the  execution  of
      assignments,   consents,  powers  of  attorney,   applications  and  other
      instruments).  The  Executive  shall  not file  any  patent  or  copyright
      applications  related to any Work Product except with the written  consent
      of a majority of the Board.

      5.3 Non-Competition and Non-Solicitation.

            (a) In consideration of the Confidential  Information being provided
      to the  Executive  as stated in  Section  5.1  hereof,  and other good and
      valuable new consideration as stated in this Agreement, including, without
      limitation,  employment and/or continued  employment with the Company, and
      the business  relationships,  Company goodwill,  work experience,  client,
      customer and/or vendor  relationships  and other fruits of employment


                                       10
<PAGE>

      that the Executive will have the  opportunity  to obtain,  use and develop
      under this Agreement,  the Executive  agrees to the restrictive  covenants
      stated in this Section 5.3.

            (b) From the Effective Date until the end of the  Restricted  Period
      (as  defined in Section  5.4(g)  hereof),  the  Executive  agrees that the
      Executive will not, directly or indirectly,  on the Executive's own behalf
      or on the behalf of any other Person,  within the United States of America
      or in any  other  country  or  territory  in which the  businesses  of the
      Company are conducted:

                  (i)  engage in a  Competing  Business  (as  defined in Section
            5.4(c) hereof), including,  without limitation, by owning, managing,
            operating,  controlling,  being employed by, providing services as a
            consultant  or  independent  contractor to or  participating  in the
            ownership,   management,  operation  or  control  of  any  Competing
            Business;

                  (ii)  induce  or  attempt  to  induce  any  customer,  vendor,
            supplier,  licensor or other Person in a business  relationship with
            any Company  Party,  for or with which the  Executive  or  employees
            working under the Executive's supervision had any direct or indirect
            responsibility  or contact during the Employment  Period,  (A) to do
            business  with a  Competing  Business  or (B)  to  cease,  restrict,
            terminate  or  otherwise  reduce  business  with the Company for the
            benefit of a Competing Business, regardless of whether the Executive
            initiates contact; or

                  (iii) (A) solicit, recruit, persuade,  influence or induce, or
            attempt to solicit,  recruit,  persuade,  influence or induce anyone
            employed  or  otherwise  retained  by  any of  the  Company  Parties
            (including any independent  contractor or  consultant),  to cease or
            leave their  employment or  contractual  or consulting  relationship
            with  any  Company  Party,   regardless  of  whether  the  Executive
            initiates contact for such purposes or (B) hire, employ or otherwise
            attempt  to  establish,  for any  Person,  any  employment,  agency,
            consulting,  independent  contractor or other business  relationship
            with any Person who is or was employed or otherwise  retained by any
            of the Company  Parties  (including  any  independent  contractor or
            consultant).

            (c) The parties hereto  acknowledge and agree that,  notwithstanding
      anything in Section 5.3(b)(i)  hereof,  (i) the Executive may own or hold,
      solely as  passive  investments,  securities  of  Persons  engaged  in any
      business that would otherwise be included in Section 5.3(b)(i), as long as
      with respect to each such  investment the securities held by the Executive
      do not exceed five  percent  (5%) of the  outstanding  securities  of such
      Person  and such  securities  are  publicly  traded and  registered  under
      Section  12 of the  Securities  Exchange  Act of  1934,  as  amended  (the
      "Exchange  Act"),  and  (ii)  the  Executive  may  serve  on the  board of
      directors (or other comparable position) or as an officer of any entity at
      the  request  of  the  Board;  provided,  however,  that  in the  case  of
      investments  otherwise  permitted  under clause (i) above,  the  Executive
      shall not be permitted  to,  directly or  indirectly,  participate  in, or
      attempt to influence, the management, direction or policies of (other than
      through  the  exercise  of any  voting  rights


                                       11
<PAGE>

      held by the Executive in  connection  with such  securities),  or lend the
      Executive's name to, any such Person.

            (d) The Executive  acknowledges  that (i) the restrictive  covenants
      contained  in this  Section  5.3  hereof are  ancillary  to and part of an
      otherwise  enforceable  agreement,  such being the  agreements  concerning
      Confidential  Information  and  other  consideration  as  stated  in  this
      Agreement, (ii) at the time that these restrictive covenants are made, the
      limitations as to time, geographic scope and activity to be restrained, as
      described  herein,  are reasonable  and do not impose a greater  restraint
      than  necessary  to protect  the good will and other  legitimate  business
      interests  of the  Company,  including  without  limitation,  Confidential
      Information  (including  trade  secrets),  client,  customer and/or vendor
      relationships,  client and/or customer goodwill and business productivity,
      (iii) in the  event of  termination  of the  Executive's  employment,  the
      Executive's  experiences and  capabilities are such that the Executive can
      obtain gainful employment without violating this Agreement and without the
      Executive  incurring undue hardship,  (iv) based on the relevant  benefits
      and other new  consideration  provided for in this  Agreement,  including,
      without  limitation,  the disclosure and use of Confidential  Information,
      the restrictive  covenants of this Section 5.3, as applicable according to
      their  terms,  shall  remain in full force and effect even in the event of
      the Executive's involuntary  termination from employment,  with or without
      Cause and (v) the  Executive  has  carefully  read this  Agreement and has
      given careful  consideration to the restraints  imposed upon the Executive
      by this Agreement and consents to the terms of the  restrictive  covenants
      in this  Section  5.3,  with the  knowledge  that  this  Agreement  may be
      terminated at any time in accordance with the provisions hereof.

      5.4 Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

            (a) An "Affiliate"  of any specified  Person means any other Person,
      whether now or hereafter existing,  directly or indirectly  controlling or
      controlled  by, or under  direct or indirect  common  control  with,  such
      specified  Person.  For  purposes  hereof,  "control"  or any  other  form
      thereof,  when used with respect to any Person,  means the power to direct
      the  management  and  policies of such  Person,  directly  or  indirectly,
      whether  through  the  ownership  of voting  securities,  by  contract  or
      otherwise;  and  the  terms  "controlling"  and  "controlled"  shall  have
      meanings correlative to the foregoing.

            (b) "Company Parties" means the Company, and its direct and indirect
      parents, subsidiaries and Affiliates, and their successors in interest.

            (c) "Competing  Business" means any business that owns or operates a
      specialty retail chain, which chain derives 15% or more of its revenue for
      the  trailing  12 months from the sale of costume  jewelry or  accessories
      targeted to girls or women.

            (d) Confidential Information.

                  (i) Definition.  "Confidential  Information" means any and all
            material,  information,   ideas,  inventions,   formulae,  patterns,
            compilations,  programs,


                                       12
<PAGE>

            devices, methods, techniques, processes, know how, plans (marketing,
            business, strategic, technical or otherwise),  arrangements, pricing
            and other data of or relating to any of the Company Parties (as well
            as their customers and/or vendors) that is confidential, proprietary
            or trade secret (A) by its nature, (B) based on how it is treated or
            designated by a Company  Party,  (C) because the disclosure of which
            would  have a material  adverse  effect on the  business  or planned
            business  of any of the  Company  Parties  and/or (D) as a matter of
            law.

                  (ii)  Exclusions.  Confidential  Information  does not include
            material,  data,  and/or  information (A) that any Company Party has
            voluntarily  placed in the public domain, (B) that has been lawfully
            and independently developed and publicly disclosed by third parties,
            (C) that  constitutes  the  general  non-specialized  knowledge  and
            skills gained by the Executive  during the Employment  Period or (D)
            that  is  otherwise  in the  public  domain  through  lawful  means;
            provided,  however,  that  the  unauthorized  appropriation,  use or
            disclosure of Confidential Information by the Executive, directly or
            indirectly,  shall not affect the protection and relief  afforded by
            this Agreement regarding such information.

                  (iii) Inclusions.  Confidential Information includes,  without
            limitation, the following information (including without limitation,
            compilations or collections of information) relating or belonging to
            any  Company  Party  (as well as  their  clients,  customers  and/or
            vendors) and created,  prepared,  accessed,  used or reviewed by the
            Executive  during or after the  Employment  Period:  (1) product and
            manufacturing  information,  such as  ingredients,  combinations  of
            ingredients  and   manufacturing   processes;   (2)  scientific  and
            technical information,  such as research and development,  tests and
            test results,  formulae and formulations,  studies and analysis; (3)
            financial and cost  information,  such as operating  and  production
            costs,  costs of goods  sold,  costs of supplies  and  manufacturing
            materials,  non-public financial statements and reports,  profit and
            loss  information,  margin  information  and  financial  performance
            information;  (4)  customer  related  information,  such as customer
            related contracts,  engagement and scope of work letters,  proposals
            and presentations,  customer-related contacts, lists, identities and
            prospects,  practices,  plans,  histories,  requirements  and needs,
            price information and formulae and information  concerning client or
            customer products, services, businesses or equipment specifications;
            (5) vendor and supplier related information, such as the identities,
            practices,  history or  services  of any  vendors or  suppliers  and
            vendor  or  supplier  contacts;   (6)  sales,  marketing  and  price
            information,  such as marketing and sales programs and related data,
            sales and  marketing  strategies  and  plans,  sales  and  marketing
            procedures and processes,  pricing methods, practices and techniques
            and pricing  schedules and lists;  (7) database,  software and other
            computer  related  information,  such as  computer  programs,  data,
            compilations  of  information  and  records,  software  and computer
            files,   presentation  software  and  computer-stored  or  backed-up
            information including, but not limited to, e-mails,  databases, word
            processed documents,  spreadsheets,  notes,  schedules,  task lists,
            images and video; (8) employee-related information, such as lists or
            directories identifying employees,  representatives and contractors,
            and  information  regarding  the  competencies  (knowledge,   skill,


                                       13
<PAGE>

            experience),  compensation  and needs of employees,  representatives
            and  contractors  and  training  methods;   and  (9)  business-  and
            operation-related    information,   such   as   operating   methods,
            procedures,  techniques,  practices and processes, information about
            acquisitions, corporate or business opportunities, information about
            partners  and  potential  investors,  strategies,   projections  and
            related  documents,  contracts  and licenses  and business  records,
            files, equipment,  notebooks,  documents, memoranda, reports, notes,
            sample  books,  correspondence,  lists and other written and graphic
            business records.

            (e) "Misappropriate", or any form thereof, means:

                  (i)  the  acquisition  of any  Confidential  Information  by a
            Person  who  knows  or has  reason  to know  that  the  Confidential
            Information  was  acquired  by  theft,  bribery,  misrepresentation,
            breach or  inducement  of a breach of a duty to maintain  secrecy or
            espionage  through  electronic  or other means  (each,  an "Improper
            Means"); or

                  (ii) the  disclosure  or use of any  Confidential  Information
            without the express  consent of the Company by a Person who (A) used
            Improper Means to acquire knowledge of the Confidential  Information
            (B) at the time of  disclosure  or use,  knew or had  reason to know
            that his or her knowledge of the  Confidential  Information  was (x)
            derived from or through a Person who had utilized  Improper Means to
            acquire it, (y) acquired under  circumstances  giving rise to a duty
            to  maintain  its  secrecy or limit its use or (z)  derived  from or
            through a Person  who owed a duty to the  Company  to  maintain  its
            secrecy or limit its use or (C)  before a material  change of his or
            her  position,  knew or had reason to know that it was  Confidential
            Information  and that  knowledge of it had been acquired by accident
            or mistake.

            (f) "Person" means any individual, corporation, partnership, limited
      liability company, joint venture, association, business trust, joint-stock
      company, estate, trust, unincorporated  organization,  government or other
      agency or political  subdivision  thereof or any other legal or commercial
      entity.

            (g)  "Restricted  Period" means the longer of (i) twelve (12) months
      after the date of termination of employment (the  Executive's  last day of
      work for the  Company) or (ii) the period  during  which the  Executive is
      receiving payments from the Company pursuant to Section 4 hereof.

            (h) "Work  Product" means all patents and patent  applications,  all
      inventions,  innovations,  improvements,  developments,  methods, designs,
      analyses,  drawings,  reports,  creative  works,  discoveries,   software,
      computer programs,  modifications,  enhancements,  know-how, formulations,
      concepts and ideas,  and all similar or related  information (in each case
      whether or not patentable),  all copyrights and  copyrightable  works, all
      trade  secrets,  confidential  information,  and  all  other  intellectual
      property and intellectual  property rights that are conceived,  reduced to
      practice,  developed or made by the


                                       14
<PAGE>

      Executive either alone or with others in the course of employment with the
      Company (including employment prior to the date of this Agreement).

      5.5 Remedies.  Because the Executive's services are unique and because the
Executive has access to Confidential Information, the Executive acknowledges and
agrees that if the Executive breaches any of the provisions of Section 5 hereof,
the Company may suffer immediate and irreparable harm for which monetary damages
alone will not be a  sufficient  remedy.  The  restrictive  covenants  stated in
Section 5 hereof are without  prejudice  to the  Company's  rights and causes of
action at law.

      5.6 Interpretation; Severability.

            (a) The Executive has carefully  considered the possible  effects on
      the  Executive  of the  covenants  not  to  compete,  the  confidentiality
      provisions and the other obligations contained in this Agreement,  and the
      Executive  recognizes  that the Company has made every effort to limit the
      restrictions  placed upon the Executive to those that are  reasonable  and
      necessary to protect the Company's legitimate business interests.

            (b) The  Executive  acknowledges  and  agrees  that the  restrictive
      covenants  set forth in this  Agreement  are  reasonable  and necessary in
      order  to  protect  the  Company's  valid  business  interests.  It is the
      intention  of the  parties  hereto  that  the  covenants,  provisions  and
      agreements  contained  herein shall be  enforceable  to the fullest extent
      allowed by law. If any covenant,  provision or agreement  contained herein
      is found by a court having  jurisdiction  to be  unreasonable in duration,
      scope or character of restrictions, or otherwise to be unenforceable, such
      covenant,  provision  or  agreement  shall not be  rendered  unenforceable
      thereby,  but rather the duration,  scope or character of  restrictions of
      such covenant,  provision or agreement shall be deemed reduced or modified
      with  retroactive  effect to render such covenant,  provision or agreement
      reasonable  or  otherwise  enforceable  (as the  case  may  be),  and such
      covenant,  provision  or agreement  shall be enforced as modified.  If the
      court  having  jurisdiction  will not review the  covenant,  provision  or
      agreement, the parties hereto shall mutually agree to a revision having an
      effect as close as permitted by applicable  law to the provision  declared
      unenforceable.   The  parties   hereto   agree  that  if  a  court  having
      jurisdiction determines, despite the express intent of the parties hereto,
      that any portion of the  covenants,  provisions  or  agreements  contained
      herein  are not  enforceable,  the  remaining  covenants,  provisions  and
      agreements herein shall be valid and enforceable.  Moreover, to the extent
      that any provision is declared  unenforceable,  the Company shall have any
      and all rights  under  applicable  statutes  or common law to enforce  its
      rights  with  respect to any and all  Confidential  Information  or unfair
      competition by the Executive.

6. Miscellaneous.

      6.1 Public Statements.

            (a) Media  Nondisclosure.  The  Executive  agrees  that  during  the
      Employment  Period or at any time thereafter,  except as may be authorized
      in writing by the Company,  the Executive  will not directly or indirectly
      disclose or release to the Media any


                                       15
<PAGE>

      information  concerning  or  relating  to any  aspect  of the  Executive's
      employment or  termination  from  employment  with the Company  and/or any
      aspect of any  dispute  that is the  subject  of this  Agreement.  For the
      purposes of this Agreement, the term "Media" includes, without limitation,
      any  news  organization,  station,  publication,  show,  website,  web log
      (blog),  bulletin  board,  chat room and/or program (past,  present and/or
      future),  whether published through the means of print, radio,  television
      and/or the Internet or otherwise,  and any member,  representative,  agent
      and/or employee of the same.

            (b)   Non-Disparagement.   The  Executive  agrees  that  during  the
      Employment  Period or at any time thereafter,  the Executive will not make
      any statements,  comments or communications in any form, oral,  written or
      electronic to any Media or any customer, client or supplier of the Company
      or any  of its  Affiliates,  which  would  constitute  libel,  slander  or
      disparagement of the Company or any of its Affiliates,  including, without
      limitation,   any  such  statements,   comments  or  communications   that
      criticize,  ridicule  or  are  derogatory  to  the  Company  or any of its
      Affiliates; provided, however, that the terms of this Section 6.1(b) shall
      not apply to communications between the Executive and, as applicable,  the
      Executive's  attorneys or other persons with whom communications  would be
      subject to a claim of privilege existing under common law, statute or rule
      of procedure.  The Executive further agrees that the Executive will not in
      any way  solicit any such  statements,  comments  or  communications  from
      others.

      6.2  ARBITRATION.  SUBJECT TO THE RIGHTS UNDER  SECTION 6.3 HEREOF TO SEEK
INJUNCTIVE OR OTHER EQUITABLE RELIEF, BINDING ARBITRATION SHALL BE THE EXCLUSIVE
REMEDY FOR ANY AND ALL DISPUTES,  CLAIMS OR  CONTROVERSIES,  WHETHER  STATUTORY,
CONTRACTUAL  OR OTHERWISE,  BETWEEN THE PARTIES HERETO ARISING UNDER OR RELATING
TO THIS  AGREEMENT OR THE  EXECUTIVE'S  EMPLOYMENT  BY OR  TERMINATION  FROM THE
COMPANY  (INCLUDING,  BUT  NOT  LIMITED  TO,  THE  AMOUNT  OF  DAMAGES,  OR  THE
CALCULATION  OF ANY  BONUS  OR  OTHER  AMOUNT  OR  BENEFIT  DUE)  (COLLECTIVELY,
"DISPUTES").  THE  PARTIES  EACH  WAIVE THE RIGHT TO A JURY  TRIAL AND WAIVE THE
RIGHT TO ADJUDICATE THEIR DISPUTES UNDER THIS AGREEMENT  OUTSIDE THE ARBITRATION
FORUM  PROVIDED  FOR IN THIS  AGREEMENT,  EXCEPT AS  OTHERWISE  PROVIDED IN THIS
AGREEMENT.

            (a) Procedure Generally.  The parties agree to submit the Dispute to
      a  single  arbitrator  selected  from a  panel  of JAMS  arbitrators.  The
      arbitration will be governed by the JAMS  Comprehensive  Arbitration Rules
      and Procedures in effect at the time the arbitration is commenced, subject
      to the terms and  modifications of this Agreement.  If for any reason JAMS
      cannot serve as the arbitration  administrator or cannot fulfill the panel
      requirements  of the  Arbitration  Provision,  the  Company  may select an
      alternative  arbitration  administrator,  such as AAA,  to serve under the
      terms of this Agreement.

            (b)  Arbitrator  Selection.  To select the  arbitrator,  the parties
      shall make their  respective  strikes from a panel of former federal court
      judges and  magistrates,  to the extent  available  from JAMS (the  "First
      Panel").  If the parties  cannot agree upon an  arbitrator  from the First
      Panel or if such a panel is not available from JAMS, then the


                                       16
<PAGE>

      parties  will next make their  respective  strikes  from a panel of former
      Illinois state court trial and appellate  judges,  to the extent available
      from JAMS (the "Second Panel"). Any arbitrators proposed for the First and
      Second  Panels  provided for in this  Section  6.2(b) must be available to
      serve in the Agreed Venue.  If the parties cannot agree upon an arbitrator
      from the Second Panel or if such a panel is not available from JAMS,  then
      the parties will next make their respective  strikes from the panel of all
      other JAMS arbitrators available to serve in the Agreed Venue.

            (c) VENUE. THE PARTIES  STIPULATE AND AGREE THAT THE EXCLUSIVE VENUE
      OF ANY SUCH ARBITRATION PROCEEDING (AND OF ANY OTHER PROCEEDING, INCLUDING
      ANY COURT  PROCEEDING,  UNDER THIS AGREEMENT)  SHALL BE CHICAGO,  ILLINOIS
      (THE "AGREED VENUE").

            (d) Authority and Decision.  The arbitrator shall have the authority
      to award the same damages and other  relief that a court could award.  The
      arbitrator  shall issue a reasoned  award  explaining the decision and any
      damages awarded. The arbitrator's  decision will be final and binding upon
      the parties and  enforceable  by a court of  competent  jurisdiction.  The
      parties will abide by and perform any award rendered by the arbitrator. In
      rendering  the award,  the  arbitrator  shall state the reasons  therefor,
      including  (without  limitation)  any  computations  of actual  damages or
      offsets, if applicable.

            (e) Fees and Costs.  In the event of arbitration  under the terms of
      this   Agreement,   the  fees   charged  by  JAMS  or  other   arbitration
      administrator and the arbitrator shall be borne by the parties equally. In
      addition,  the  parties  shall  each bear their own  costs,  expenses  and
      attorneys' fees incurred in arbitration.

            (f)  Limited   Scope.   The  following  are  excluded  from  binding
      arbitration  under  this  Agreement:   claims  for  workers'  compensation
      benefits  or  unemployment  benefits;  replevin;  and  claims  for which a
      binding arbitration agreement is invalid as a matter of law.

      6.3 Injunctive  Relief.  The parties hereto may seek injunctive  relief in
arbitration;  provided,  however,  that  as  an  exception  to  the  arbitration
agreement set forth in Section 6.2 hereof, the parties, in addition to all other
available remedies, shall each have the right to initiate an action in any court
of competent  jurisdiction  in order to request  injunctive  or other  equitable
relief  regarding the terms of Sections 5 or 6.2 hereof.  The exclusive venue of
any such  proceeding  shall be in the Agreed  Venue.  The  parties  agree (a) to
submit to the  jurisdiction of any competent  court in the Agreed Venue,  (b) to
waive any and all  defenses  the  Executive  may have on the  grounds of lack of
jurisdiction  of such court and (c) that neither party shall be required to post
any bond,  undertaking  or other  financial  deposit or  guarantee in seeking or
obtaining such equitable relief.  Evidence adduced in any such proceeding for an
injunction may be used in arbitration as well. The existence of this right shall
not  preclude  or  otherwise  limit the  applicability  or exercise of any other
rights and remedies that a party hereto may have at law or in equity.


                                       17
<PAGE>

      6.4 Settlement of Existing Rights. In exchange for the other terms of this
Agreement, the Executive acknowledges and agrees that: (a) the Executive's entry
into this  Agreement is a condition of employment  and/or  continued  employment
with the Company,  as applicable;  (b) except as otherwise provided herein, this
Agreement will replace any existing employment agreement between the parties and
thereby act as a novation,  if  applicable;  (c) the Executive is being provided
with  access  to  Confidential  Information,   including,   without  limitation,
proprietary trade secrets of one or more Company Parties, to which the Executive
has not  previously  had access;  (d) all Company  inventions  and  intellectual
property  developed by the Executive during any past employment with the Company
and all goodwill  developed  with the  Company's  clients,  customers  and other
business  contacts by the Executive during any past employment with Company,  as
applicable,  is the exclusive property of the Company;  and (e) all Confidential
Information and/or specialized training accessed,  created, received or utilized
by the Executive during any past employment with Company, as applicable, will be
subject  to the  restrictions  on  Confidential  Information  described  in this
Agreement, whether previously so agreed or not.

      6.5  Indemnification.  The Executive  shall be entitled from the Effective
Date until the end of the  Employment  Period in the  capacity  as an officer or
director  of  the  Company  or any of its  subsidiaries  to the  benefit  of the
indemnification  provisions  contained  in the  By-Laws  of the  Company or as a
matter  of law,  whichever  is  greater.  In  addition,  during  the term of the
Executive's  employment  and, where  applicable  under the terms of the relevant
liability policy thereafter, the Executive shall be covered under any directors'
and officers' insurance policy maintained by the Company.

      6.6  Post-Termination  Assistance.   During  the  Restricted  Period,  the
Executive shall cooperate,  at the reasonable  request of the Company (i) in the
transition of any matter for which the Executive had authority or responsibility
during the Employment Period, or (ii) with respect to any other matter involving
the Company for which the Executive may be of assistance. The Executive shall be
entitled to reimbursement of any  out-of-pocket  expenses he incurs in providing
such assistance upon submission of documentation supporting such expenses.

      6.7 Entire Agreement; Waiver. This Agreement contains the entire agreement
between the Executive and the Company with respect to the subject matter hereof,
and supersedes any and all prior  understandings or agreements,  whether written
or oral. No  modification  or addition  hereto or waiver or  cancellation of any
provision  hereof shall be valid  except by a writing  signed by the party to be
charged  therewith.  No  delay on the part of any  party  to this  Agreement  in
exercising  any right or privilege  provided  hereunder or by law shall  impair,
prejudice or constitute a waiver of such right or privilege. Additionally, as of
the Effective  Date, the Executive  acknowledges  and agrees that the consulting
agreement  he is a party  to (the  "Consulting  Agreement")  terminates  and the
Executive  further   acknowledges  that  he  is  not  entitled  to  any  further
compensation under the Consulting Agreement.

      6.8 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Illinois  without regard to principles
of conflict of laws.

      6.9 Successors and Assigns;  Binding Agreement. The rights and obligations
of the  parties  under this  Agreement  shall be  binding  upon and inure to the
benefit  of the  parties  hereto


                                       18
<PAGE>

and their heirs,  personal  representatives,  successors and permitted  assigns.
This Agreement is a personal  contract,  and, except as  specifically  set forth
herein,  the  rights  and  interests  of the  Executive  herein may not be sold,
transferred,  assigned,  pledged or  hypothecated by any party without the prior
written  consent of the  others.  As used  herein,  the term  "successor"  as it
relates to the Company,  shall include,  but not be limited to, any successor by
way of  merger,  consolidation  or  sale  of all or  substantially  all of  such
Person's assets or equity interests.

      6.10 Representation by Counsel;  Independent Judgment. Each of the parties
hereto  acknowledges that (a) it or the Executive has read this Agreement in its
entirety  and  understands  all  of  its  terms  and  conditions,  (b) it or the
Executive has had the  opportunity to consult with any individuals of its or the
Executive's choice regarding its or the Executive's  agreement to the provisions
contained herein,  including legal counsel of its or the Executive's choice, and
any decision not to was the Executive's or its alone and (c) it or the Executive
is entering into this Agreement of its or the Executive's own free will, without
coercion  from any source,  based upon its or the  Executive's  own  independent
judgment.

      6.11  Interpretation.  The  parties  and their  respective  legal  counsel
actively participated in the negotiation and drafting of this Agreement,  and in
the event of any ambiguity or mistake  herein,  or any dispute among the parties
with respect to the provisions  hereto,  no provision of this Agreement shall be
construed  unfavorably  against  any  of the  parties  on the  ground  that  the
Executive, it, or the Executive's or its counsel was the drafter thereof.

      6.12  Survival.  The  applicable  provisions of Sections 4, 5 and 6 hereof
shall survive the termination of this Agreement.

      6.13 Notices. All notices and communications hereunder shall be in writing
and shall be deemed  properly  given and  effective  when  received,  if sent by
facsimile or telecopy,  or by postage  prepaid by registered or certified  mail,
return receipt  requested,  or by other delivery service which provides evidence
of delivery, as follows:

      If to the Company or the Company, to:

                           Claire's Stores, Inc.
                           2400 W. Central Rd.
                           Hoffman Estates, IL 60192
                           Attention:  General Counsel

      with a copy (which shall not constitute notice) to:

                           Morgan Lewis & Bockius
                           101 Park Avenue
                           New York, NY  10178
                           Attention:  Gary Rothstein, Esq.
                           Telephone:  (212) 309-6360
                           Facsimile:  (212) 309-6001
                           E-mail:  grothstein@morganlewis.com


                                       19
<PAGE>

      If to the Executive, to:

                           James Conroy
                           2771 NE 57th Court
                           Fort Lauderdale, FL 33308

or to such other  address as one party may provide in writing to the other party
from time to time.

      6.14 No Conflicts.  The Executive  represents  and warrants to the Company
that his  acceptance of  employment  and the  performance  of his duties for the
Company  will not  conflict  with or result  in a  violation  or  breach  of, or
constitute a default under any contract,  agreement or understanding to which he
is or was a party or of which he is aware and that  there  are no  restrictions,
covenants,  agreements or  limitations on his right or ability to enter into and
perform the terms of this Agreement.

      6.15  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument. Facsimile transmission of
any  signed  original   document  or  retransmission  of  any  signed  facsimile
transmission will be deemed the same as delivery of an original.  At the request
of any party,  the parties  will  confirm  facsimile  transmission  by signing a
duplicate original document.

      6.16 Captions.  Paragraph  headings are for convenience only and shall not
be considered a part of this Agreement.

      6.17 No Third Party Beneficiary  Rights.  Except as otherwise  provided in
this Agreement,  no entity shall have any right to enforce any provision of this
Agreement, even if indirectly benefited by it.

      6.18  Withholdings.  Any payments provided for hereunder shall be paid net
of any applicable  withholdings  required under Federal,  state or local law and
any additional withholdings to which Executive has agreed.

      6.19 No Mitigation.  In the event of any  termination  of the  Executive's
employment  hereunder,  the Executive shall be under no obligation to seek other
employment  or otherwise  mitigate  the  obligations  of the Company  under this
Agreement.

      IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this  Agreement,
intending it as a document  under seal,  to be effective  for all purposes as of
the Effective Date.


                                       20
<PAGE>

                                         CLAIRE'S STORES, INC.

                                         By:  /s/ Eugene S. Kahn
                                              ----------------------------------
                                         Name: Eugene S. Kahn
                                         Title: Chief Executive Officer

                                         EXECUTIVE

                                         /s/ James Conroy
                                         ---------------------------------------
                                         Name:  James Conroy


                                       21
<PAGE>

                                                                       Exhibit A

                                  CLAIRE'S INC.
                              STOCK INCENTIVE PLAN

Section 1. Purpose

      The Plan authorizes the Committee to provide employees or directors of the
Company  or  its  subsidiaries,  who  are in a  position  to  contribute  to the
long-term success of the Company or its subsidiaries,  with Shares or Options to
acquire Shares in the Company.  The Company believes that this incentive program
will cause those  individuals  to increase  their interest in the welfare of the
Company and its  subsidiaries,  and aid in attracting,  retaining and motivating
individuals of outstanding ability.

Section 2. Definitions

      Capitalized  terms used herein  shall have the  meanings set forth in this
Section.

      (a)   "Affiliate" of any specified Person means any other Person,  whether
            now or hereafter  existing,  directly or indirectly  controlling  or
            controlled by, or under direct or indirect common control with, such
            specified Person.  For purposes hereof,  "control" or any other form
            thereof,  when used with  respect to any Person,  means the power to
            direct the  management  and  policies  of such  Person,  directly or
            indirectly,  whether through the ownership of voting securities,  by
            contract or otherwise;  and the terms "controlling" and "controlled"
            shall have meanings correlative to the foregoing.

      (b)   "Claire's  Investor"  shall mean any of Apollo  Investment  Fund VI,
            L.P., Apollo Investors Claire's A LLC, and Apollo Investors Claire's
            B LLC, and each of their successors or assigns.

      (c)   "Board" means the Board of Directors of the Company.

      (d)   "Cause"  shall have the meaning  ascribed  thereto in any  effective
            employment  agreement  between the Company or  subsidiaries  and the
            Grantee, or if no employment  agreement is in effect that contains a
            definition  of  cause,  then  Cause  shall  mean  a  finding  by the
            Committee  that the  Grantee  has (i)  committed a felony or a crime
            involving  moral   turpitude,   (ii)  committed  any  act  of  gross
            negligence  or  fraud,   (iii)  failed,   refused  or  neglected  to
            substantially perform his duties (other than by reason of a physical
            or mental  impairment) or to implement the reasonable  directives of
            the Company  (which,  if curable,  is not cured within 30 days after
            notice  thereof to the Grantee by the  Committee),  (iv)  materially
            violated any policy of the Company (which, if curable,  is not cured
            within  30  days  after  notice   thereof  to  the  Grantee  by  the
            Committee),  or (v) engaged in conduct that is materially  injurious
            to the Company, monetarily or otherwise.


                                       1
<PAGE>

      (e)   "Committee"  shall  mean the  Compensation  Committee  of the Board,
            unless a different committee is appointed by the Board to administer
            the Plan.

      (f)   "Company"  shall mean Claire's Inc., a corporation  organized  under
            the laws of the State of Delaware.

      (g)   "Disability"   shall  have  the  meaning  ascribed  thereto  in  any
            effective  employment agreement between the Company and the Grantee,
            or  if  no  employment  agreement  is  in  effect  that  contains  a
            definition of disability, then Disability shall mean any physical or
            mental  incapacitation  which  results in a Grantee's  inability  to
            perform his duties and responsibilities  hereunder, as determined by
            the  Committee  in its good  faith  judgment,  for a  period  of 180
            consecutive days.

      (h)   "Employee"  shall mean any individual that is providing  services to
            the Company or any of its subsidiaries as an employee or director.

      (i)   "Grant Letter" shall mean a letter,  certificate or other  agreement
            accepted by the Grantee, evidencing the grant of an Option hereunder
            and containing such terms and conditions,  not inconsistent with the
            express provisions of the Plan, as the Committee shall approve.

      (j)   "Grantee" shall mean an Employee granted an Option under the Plan.

      (k)   "ISO"  shall  mean any  Option or  portion  thereof  that  meets the
            requirements  of an incentive  stock option under Section 422 of the
            Internal  Revenue  Code  of  1986,  and  that is  designated  by the
            Committee to be an ISO.

      (l)   "Nonqualified  Option" shall mean any Option or portion thereof that
            is not an ISO.

      (m)   "Options"  shall  refer to options  issued  under and subject to the
            Plan.

      (n)   "Person" means any  individual,  corporation,  partnership,  limited
            liability  company,  joint  venture,  association,  business  trust,
            joint-stock company,  estate,  trust,  unincorporated  organization,
            government or other agency or political  subdivision  thereof or any
            other legal or commercial entity.

      (o)   "Plan" shall mean this Stock  Incentive Plan as set forth herein and
            as amended from time to time.

      (p)   "Qualified  IPO" means a sale by the Company of Shares in an initial
            underwritten (firm commitment) public offering  registered under the
            Securities  Act of 1933,  with gross  proceeds to the Company of not
            less than $300 million,  resulting in the listing of the Shares on a
            nationally  recognized stock exchange,  including without limitation
            the Nasdaq Stock Market.


                                       2
<PAGE>

      (q)   "Share" shall mean a share of common stock of the Company, or of any
            class of  security,  if any,  into  which such  common  stock may be
            converted or for which such common stock may be exchanged.

      (r)   "Specified Conduct" means a Grantee's (i) unauthorized disclosure of
            confidential  information relating to the Company or its Affiliates,
            (ii)  engaging,  directly or  indirectly,  as an employee,  partner,
            consultant,  director,  stockholder, owner, or agent in any business
            that is competitive with the businesses conducted by the Company and
            its Affiliates at the time of  termination of Grantee's  employment,
            (iii)  soliciting or inducing,  directly or indirectly,  any former,
            present  or  prospective  customer  or client of the  Company or its
            Affiliates  to purchase  any  services  or  products  offered by the
            Company or its Affiliates  from any Person other than the Company or
            its  Affiliates,  or  (iv)  hiring,  directly  or  indirectly,   any
            individual  who was an  employee  of the  Company or its  Affiliates
            within  the six  month  period  prior to  termination  of  Grantee's
            employment, or soliciting or inducing,  directly or indirectly,  any
            such  individual to terminate his or her employment with the Company
            or its Affiliates.

Section 3. Shares Available under the Plan

      Subject to the  provisions  of Section 7, the total  number of Shares that
may be issued under the Plan shall not exceed 6,160,300.  If, prior to exercise,
any awards are forfeited,  lapse or terminate for any reason without issuance of
Shares,  the Shares  covered  thereby may again be available  for Option  grants
under the Plan.

Section 4. Administration of the Plan

      (a)  Authority of the  Committee.  The Plan shall be  administered  by the
Committee.  The  Committee  shall  have  full and  final  authority  to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:

            (i) to  select  the  Employees  to whom  Options  or  Shares  may be
      granted;

            (ii) to  determine  the  number of Shares  awarded  or subject to an
      Option;

            (iii) to determine the terms and  conditions of any Shares or Option
      granted  under  the  Plan,  including  the  purchase  or  exercise  price,
      conditions relating to exercise, and termination of the right to exercise;

            (iv)  to  determine  whether  any  Option  shall  be  an  ISO  or  a
      Nonqualified Option;

            (v) to  determine  the  restrictions  or  conditions  related to the
      delivery, holding and disposition of Shares;

            (vi) to prescribe the form of each Grant Letter;


                                       3
<PAGE>

            (vii) to adopt,  amend,  suspend,  waive and rescind  such rules and
      regulations and appoint such agents as the Committee may deem necessary or
      advisable to administer the Plan;

            (viii) to correct any defect or supply any omission or reconcile any
      inconsistency  in the Plan and to construe and  interpret the Plan and any
      Option or award of Shares, or Grant Letter or other instrument  hereunder;
      and

            (ix)  to make  all  other  decisions  and  determinations  as may be
      required  under  the  terms  of the  Plan  or as the  Committee  may  deem
      necessary or advisable for the administration of the Plan.

      (b) Manner of Exercise of Committee Authority. Any action of the Committee
with respect to the Plan shall be final,  conclusive and binding on all Persons,
including the Company,  its  Affiliates,  Grantees,  or any Person  claiming any
rights  under the Plan from or  through  any  Grantee,  except to the extent the
Committee may subsequently  modify,  or take further action not consistent with,
its prior action.  If not specified in the Plan, the time at which the Committee
must or may make any determination shall be determined by the Committee, and any
such  determination  may  thereafter be modified by the  Committee.  The express
grant of any specific  power to the  Committee,  and the taking of any action by
the Committee,  shall not be construed as limiting any power or authority of the
Committee.  The Committee may delegate to officers or managers of the Company or
any  Affiliate  of the  Company  the  authority,  subject  to such  terms as the
Committee  shall  determine,  to perform  such  functions as the  Committee  may
determine, to the extent permitted under applicable law.

      (c)  Limitation  of  Liability.  Each  member  of the  Committee  shall be
entitled  to, in good  faith,  rely or act upon any report or other  information
furnished  to him by any officer or other  employee of the Company or any of its
Affiliates,  the  Company's  independent  certified  public  accountants  or any
executive compensation consultant,  legal counsel or other professional retained
by the  Company  to assist in the  administration  of the Plan.  To the  fullest
extent permitted by applicable law, no member of the Committee,  nor any officer
or  employee  of the  Company  acting  on  behalf  of the  Committee,  shall  be
personally liable for any action,  determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Committee and any
officer or  employee of the Company  acting on its behalf  shall,  to the extent
permitted by law, be fully indemnified and protected by the Company with respect
to any such action, determination or interpretation.

Section 5. Option Termination.

      Unless  otherwise  determined  by the  Committee  and set forth in a Grant
Letter, Options shall terminate on the earliest of:

            (a) the 91st day  following  the date the  Grantee  ceases  to be an
      Employee for any reason  (except if such  cessation is on account of death
      or Disability, the 181st day following such cessation); provided, however,
      that (i) in all cases the portion of any Option that did not vest prior to
      or upon the date of termination of employment or


                                       4
<PAGE>

      engagement  for  any  reason  shall   terminate   immediately   upon  such
      termination, and (ii) if such termination is for Cause, the vested portion
      shall terminate as well;

            (b) the seventh anniversary of the date of grant as set forth in the
      Grant Letter; and

            (c) cancellation,  termination or expiration of the Options pursuant
      to action taken by the Committee in accordance with Section 7.

Section 6. Exercise of Options

      (a) Only the vested  portion of any  Option  may be  exercised.  A Grantee
shall  exercise an Option by delivery of written  notice to the Company  setting
forth the number of Shares with respect to which the Option is to be  exercised,
together with cash, a certified  check or bank draft payable to the order of the
Company,  in amount equal to the sum of the  exercise  price for such Shares and
any  withholding tax obligation  arising in connection  with such exercise.  The
Committee may, in its sole discretion,  permit other forms of payment, including
notes or  other  contractual  obligations  of a  Grantee  to make  payment  on a
deferred basis.

      (b) Before the  Company  issues  any Shares to a Grantee  pursuant  to the
exercise  of an Option,  the  Company  shall have the right to require  that the
Grantee  make  such  provision,  or  furnish  the  Company  such  authorization,
necessary  or  desirable  so that the Company may satisfy its  obligation  under
applicable  tax laws to withhold  for income or other taxes due upon or incident
to such exercise. The Committee, may, in its discretion, permit such withholding
obligation  to be  satisfied  through  the  withholding  of  Shares  that  would
otherwise be delivered upon exercise of the Option.

      (c) As a  condition  to the grant of an Option or  delivery  of any Shares
upon exercise of an Option, the Company shall have the right to require that the
Grantee become party to any stockholders agreement then in effect.

Section 7. Adjustment Upon Changes in Capitalization

      In  the  event   any   recapitalization,   forward   or   reverse   split,
reorganization,   merger,  consolidation,   spin-off,  combination,  repurchase,
exchange or issuance of Shares or other securities,  any stock dividend or other
special and nonrecurring  dividend or distribution (whether in the form of cash,
securities  or other  property),  liquidation,  dissolution,  or  other  similar
transactions or events,  affects the Shares,  then the Committee shall make such
equitable  adjustment as it determines in its discretion is appropriate in order
to prevent  dilution or  enlargement  of the rights of Grantees  under the Plan,
including adjustment in (i) the number and kind of Shares deemed to be available
thereafter  for grants of Options or Shares under Section 3, (ii) the number and
kind of Shares that may be delivered or  deliverable  in respect of  outstanding
Options, and (iii) the exercise price. In addition,  the Committee is authorized
to make  such  adjustments  as it  shall in its sole  discretion  determine  are
appropriate  in the terms and  conditions  of,  and the  criteria  included  in,
Options and Shares (including,  without  limitation,  cancellation of Options in
exchange for the  in-the-money  value,  if any, of the vested  portion  thereof,
cancellation of unvested and/or  out-of-the-money  Options for no consideration,
substitution  of


                                       5
<PAGE>

Options using  securities of a successor or other  entity,  acceleration  of the
time that Options expire, or adjustment of performance  targets or the manner in
which they are  calculated)  in recognition  of unusual or  nonrecurring  events
(including,  without  limitation,  an event described in the preceding sentence)
affecting  the  Company,  the Claire's  Investors or any other  Affiliate of the
Company or the financial  statements of the Company,  the Claire's  Investors or
any  Affiliate of the  Company,  or in response to changes in  applicable  laws,
regulations or accounting principles.

Section 8. Restrictions/Rights on Shares.

      (a)  Restrictions  on  Issuing  Shares.  No  Shares  shall  be  issued  or
transferred to an Employee under the Plan unless and until all applicable  legal
requirements  have been complied with to the satisfaction of the Committee.  The
Committee  shall have the right to condition  the  acquisition  of Shares on the
Grantee's  undertaking  in  writing  to  comply  with such  restrictions  on any
subsequent  disposition  of the Shares issued or  transferred  thereunder as the
Committee  shall deem necessary or advisable as a result of any applicable  law,
regulation, official interpretation thereof, or any underwriting agreement.

      (b) ISO Notice.  A Grantee shall notify the Company of any  disposition of
Shares  acquired upon exercise of an ISO if such  disposition  occurs within one
year of the date of such  exercise  or within  two years of the date of grant of
such ISO.  The  Company  may impose  such  procedures  as it  determines  may be
necessary to ensure that such notification is made.

      (c) Transfer Restrictions.  Except for transfers made pursuant to Sections
8(d) or (e) below,  Shares  issued to a Grantee  pursuant to the Plan may not be
sold, pledged,  encumbered or otherwise  transferred,  other than by the laws of
decent and  distribution  (but such Shares shall in any event remain  subject to
the terms of the Plan and Grant Certificate).

      (d) Repurchase Right.  Unless otherwise  determined in a Grant Letter, the
Company shall have the right (but not the  obligation)  to repurchase any or all
of the Shares acquired upon exercise of the Options upon a Grantee's  ceasing to
be an Employee for any reason.  Such right shall be  exercisable  by the Company
during the one year period  following the later of the date of such cessation or
the date the Option is exercised.  The price per Share to be paid by the Company
should it choose to exercise  its  repurchase  right shall equal the fair market
value per share, as determined by the Board in good faith; provided, however, if
the Shares are to be repurchased following a termination for Cause, or if, prior
to such repurchase the Grantee engages in Specified Conduct,  then the price per
Share to be paid by the Company shall not exceed the price per Share paid by the
Grantee,  less any  distributions  paid in respect of such Share.  The price per
Share to be paid by the  Company  should it choose to  exercise  its  repurchase
right shall be paid in cash or by plain check against  delivery of  certificates
representing the repurchased Shares; provided that, if such payment would result
in a default or breach on the part of the  Company or any  subsidiary  under any
loan or other agreement, then payment shall be deferred until the first business
day that it may occur  without any such default or breach  existing or resulting
(and  such  deferral  shall  be  credited  with a  market  rate of  interest  as
determined by the Committee),  provided,  further that if such payment cannot be
made within two years of the date of such  repurchase,  the Grantee may elect to
cancel such  repurchase  and


                                       6
<PAGE>

receive a return of the repurchased  Shares.  The Company may offset against the
payment of the  repurchase  price any amounts owed by the Grantee to the Company
or any Affiliate of the Company.  Should the Company  choose not to exercise its
repurchase  right, or is otherwise  prohibited by law or contract from doing so,
any Claire's  Investor or its controlling  Affiliates may exercise such right as
if it were the Company.

      (e) Drag-Along Right. If one or more Claire's  Investors notifies a holder
of  Shares  issued  under  the  Plan  that it or  they  desires  to sell  Shares
representing  at least a majority of the  outstanding  Shares of the Company and
specifies the terms and conditions of such proposed  transfer,  then such holder
shall take all  necessary  and desirable  actions  reasonably  requested by such
Claire's  Investors in connection with the consummation of such sale, and within
ten (10)  business  days of the receipt of such notice (or such longer period of
time as such  Claire's  Investors  shall  designate  in such notice) such holder
shall  cause a pro  rata  number  of his  Shares  to be  sold to the  designated
purchaser on the same terms and conditions for the same per share  consideration
and at the same time as the Shares  being sold by such  Claire's  Investors.  In
furtherance,  and not in limitation, of the foregoing, in connection with such a
sale, such holder will, (i) consent to and raise no objections  against the sale
or the process  pursuant to which it was  arranged,  (ii) waive any  dissenter's
rights and other similar rights and (iii) execute all documents  containing such
terms and conditions as those executed by such Claire's Investors as directed by
such Claire's Investors.

      (f) Tag-Along  Right.  If one or more Claire's  Investors  desires to sell
Shares representing at least a majority of the outstanding Shares of the Company
(disregarding  any sale to Affiliates of such  Claire's  Investor),  the Company
shall  notify a holder of Shares in  writing.  After  such  notice,  a holder of
Shares issued under the Plan may, but is not  obligated  to, by written  notice,
request that such Claire's Investor cause such designated  purchaser to purchase
on the same terms and conditions as are  applicable to such Claire's  Investor's
Shares,  the number of such holder's Shares to be sold, which as a percentage of
such Holder's Shares shall not exceed the percentage of such Claire's Investor's
Shares to be sold.  The  Company  shall cause such  Claire's  Investor to agree,
within ten (10)  business  days of the  receipt of such  notice (or such  longer
period of time as such  Claire's  Investor  shall  designate  in such notice) to
cause such holder's  Shares to be purchased by the  designated  purchaser on the
same terms and conditions for the same per share  consideration  and at the same
time as the sale of the Claire's  Investor's Shares. In furtherance,  and not in
limitation,  of the foregoing, in connection with such a sale, such holder will,
(i) consent to and raise no objections  against the sale or the process pursuant
to which it was arranged,  (ii) waive any  dissenter's  rights and other similar
rights and (iii) execute all documents  containing  such terms and conditions as
those executed by such Claire's Investor as directed by such Claire's Investor.

      (g) Voting. Each holder of Shares issued under the Plan shall be deemed to
have  irrevocably  appointed  Apollo  Management  VI,  L.P. on behalf of certain
affiliated co-investment partnerships (with full power of substitution), as such
holder's proxy and  attorney-in-fact  (in such capacity,  the "Proxy Holder") to
vote and give or  withhold  consent,  with  respect to all  Shares  held by such
stockholder at any time, for all matters subject to the vote of such holder from
time to time in such manner as the Proxy Holder shall  determine in its sole and
absolute  discretion,  whether at any  meeting  (whether  annual or special  and
whether or not an  adjourned  meeting) of


                                       7
<PAGE>

the Company or by written consent or otherwise, giving and granting to the Proxy
Holder all powers such holder  would  possess if  personally  present and hereby
ratifying and confirming all that the Proxy Holder shall lawfully do or cause to
be done by virtue  hereof.  The Proxy Holder shall not have any liability to any
holder of  Shares as a result of any  action  taken or  failure  to take  action
pursuant to the foregoing  proxy except for any action or failure to take action
not taken or omitted in good faith or which involves intentional misconduct or a
knowing  violation of applicable law. The Company  acknowledges  the validity of
the foregoing irrevocable proxy, and agrees to recognize the Proxy Holder as the
sole attorney and proxy for each such holder of Shares at all times.

      (g) Qualified  IPO. The rights and  restrictions  contained in subsections
(d), (e) and (f) above shall lapse upon a Qualified IPO, and the restrictions in
paragraph (c) shall lapse on the first anniversary of a Qualified IPO; provided,
however,  that unless otherwise determined by the Committee,  each Grantee shall
enter into such  standstill  agreements  and related  agreements as the managing
underwriters of such Qualified IPO may request.

      (h) Certificates for Shares. Shares issued under the Plan may be evidenced
in such manner as the Committee shall  determine.  If certificates  representing
Shares are registered in the name of a Grantee,  such  certificates  may bear an
appropriate  legend  referring  to  the  terms,  conditions,   and  restrictions
applicable to such Shares, and the Company may retain physical possession of the
certificates,  in which case the Grantee  shall be required to have  delivered a
power of transfer to the Company, endorsed in blank, relating to the Shares.

      (i) Third Party  Beneficiaries  Rights.  The Claire's  Investors and their
Affiliates shall be third party beneficiaries under subsections (d) and (e), and
Apollo  Management VI, L.P. shall be a third party  beneficiary under subsection
(g), and they each shall be entitled to enforce  their rights  thereunder  as to
any Grantee.

Section 9. General Provisions

      (a) Grant Letter.  Each award under the Plan shall be evidenced by a Grant
Letter.  The terms and  provisions of such Grant Letters may vary among Grantees
and among different awards granted to the same Grantee.

      (b) No Right to  Employment.  The grant of an award  under the Plan in any
year shall not give the Grantee any right to similar grants in future years, any
right to continue such Grantee's employment relationship with the Company or its
Affiliates,  or, with respect to an Option,  until the Option is  exercised  and
Shares are issued,  any rights as a  stockholder  of the  Company.  All Grantees
shall remain  subject to discharge to the same extent as if the Plan were not in
effect. For purposes of the Plan, a Grantee shall cease to be an Employee upon a
sale of any  subsidiary  of the Company that  employs or engages  such  Grantee,
unless the Grantee shall otherwise  continue to provide  services to the Company
or another subsidiary of the Company as an employee or director.

      (c) No Funding.  No Grantee,  and no beneficiary or other Persons claiming
under or through the Grantee,  shall have any right, title or interest by reason
of any  award  under  the  Plan  to any  particular  assets  of the  Company  or
Affiliates of the Company,  or any Shares allocated or


                                       8
<PAGE>

reserved  for the  purposes  of the Plan or subject to any Option  except as set
forth  herein.  The Company  shall not be required to establish any fund or make
any  other  segregation  of  assets  to  assure  satisfaction  of the  Company's
obligations under the Plan.

      (d) No Transfers. No Option may be sold, transferred, assigned, pledged or
otherwise  encumbered,  except by will or the laws of descent and  distribution,
and an Option shall be  exercisable  during the  Grantee's  lifetime only by the
Grantee.  Upon a  Grantee's  death,  the  estate  or other  beneficiary  of such
deceased  Grantee  shall be subject to all the terms and  conditions of the Plan
and Grant Letter,  including the provisions  relating to the  termination of the
right to exercise an Option.

      (e)  Governing  Law;  Jurisdiction.  The  Plan  shall be  governed  by and
construed in accordance  with the laws of the State of Illinois,  without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of
the laws of any  jurisdiction  other than the State of  Illinois,  except to the
extent  that the  Delaware  General  Corporation  Law applies as a result of the
Company being incorporated in the State of Delaware,  in which case the Delaware
General Corporation Law shall apply. Each Grantee, and each beneficiary or other
Person claiming under or through the Grantee by accepting the grant of an Option
consents to the  exclusive  jurisdiction  of any state or federal  court located
within the State of Illinois, agrees that all actions or proceedings relating to
the Plan shall be  litigated  in such  courts,  waives any  defense of forum non
conveniens,  and  agrees  to be bound by any final  and  nonappealable  judgment
rendered  thereby in  connection  with the Plan.  To the extent the Grantee is a
party to an  employment  agreement  with the Company or any of its  subsidiaries
that provides for binding arbitration of employment disputes,  then any disputes
between the Company and such Grantee  arising under the Plan shall be arbitrated
in accordance with the procedures set forth in such employment agreement.

Section 10. Amendment or Termination

      In addition to its authority  elsewhere in the Plan, the Committee may, at
any time,  amend or terminate the Plan or any Grant Letter;  provided,  however,
that, no such action shall adversely  affect the rights of Grantees with respect
to Options or other  awards  previously  granted  hereunder  or under such Grant
Letter.


                                       9
<PAGE>

                                                                       Exhibit B

                                  CLAIRE'S INC.
                               2400 W. Central Rd.
                            Hoffman Estates, IL 60192

December 13, 2007

James Conroy
2771 NE 57th Court
Fort Lauderdale, FL 33308

Re:  Grant of Stock Options

Dear James:

We are  pleased to inform  you that you have been  granted  options to  purchase
437,500(1)  shares of common stock of Claire's Inc. (the "Company"),  the parent
company of Claire's  Stores,  Inc. As further  described below, the options have
varying  features  relating to vesting and are denominated as a "Time Option," a
"Target Performance  Option," and a "Stretch  Performance Option." These options
are collectively referred to as the "Options," and the Target Performance Option
and  the  Stretch  Performance  Option  are  collectively  referred  to  as  the
"Performance  Options."  The Time Option and the  Performance  Options have been
granted  pursuant to the Company's Stock Incentive Plan (the "Plan"),  a copy of
which is  attached  as  Exhibit A, and the  Options  and  underlying  Shares are
subject  in all  respects  to the  provisions  of the Plan  (including,  without
limitation,  Section 8), except as  specifically  modified  hereby.  Capitalized
terms not  otherwise  defined in the text or in  paragraph  7 are defined in the
Plan.

1.    Time Option: The key terms of the Time Option are as follows:

      (a)   Number of Shares. 175,000

      (b)   Exercise Price per Share. $10.00

      (c)   Vesting.  The Time Option will vest and become  exercisable  in four
            equal annual installments on December 13 of each of 2008, 2009, 2010
            and 2011, provided that the Time Option will become fully vested and
            exercisable immediately prior to a Change of Control.

2.    Target Performance  Option: The key terms of the Target Performance Option
      are as follows:

      (a)   Number of Shares. 175,000

--------
(1) total of 1(a), 2(a), and 3(a)


                                       1
<PAGE>

      (b)   Exercise Price per Share. $10.00

      (c)   Vesting.  If on any Measurement  Date, the Value Per Share equals or
            exceeds the Target Stock Price (the "Target Performance Goal"), then
            (1) if such  Measurement  Date is other  than the date of a Claire's
            Investors  Liquidity Event, the Target  Performance Option will vest
            and become  exercisable in two equal annual  installments on each of
            the first two anniversaries of such Measurement Date,  provided that
            if a Change of Control occurs after any such  Measurement  Date, any
            unvested  installment shall become fully vested immediately prior to
            the Change of Control,  and (2) if such Measurement Date is the date
            of a Claire's  Investors  Liquidity  Event,  the Target  Performance
            Option will become fully vested and immediately  exercisable at such
            time.

3.    Stretch  Performance  Option:  The key  terms of the  Stretch  Performance
      Option are as follows:

      (a)   Number of Shares. 87,500

      (b)   Exercise Price per Share. $10.00

      (c)   Vesting.  If on any Measurement  Date, the Value Per Share equals or
            exceeds the Stretch  Target  Stock Price (the  "Stretch  Performance
            Goal"),  then (1) if such Measurement Date is other than the date of
            a Claire's Investors Liquidity Event, the Stretch Performance Option
            will vest and become exercisable in two equal annual installments on
            each  of the  first  two  anniversaries  of such  Measurement  Date,
            provided  that  if  a  Change  of  Control  occurs  after  any  such
            Measurement Date, any unvested installment shall become fully vested
            immediately  prior  to the  Change  of  Control,  and  (2)  if  such
            Measurement  Date is the  date  of a  Claire's  Investors  Liquidity
            Event, the Stretch  Performance  Option will become fully vested and
            immediately exercisable at such time.

4.    Termination of the Options.  The Options shall  terminate  pursuant to the
      provisions  of Section 5 of the Plan,  provided that  Performance  Options
      shall terminate no later than the date of a Claire's  Investors  Liquidity
      Event to the extent the Target Performance Goal or the Stretch Performance
      Goal, as  applicable,  is not achieved at such time, or was not previously
      achieved.

5.    Representations.  By accepting this award of Options, you represent to the
      following,  and  understand  that the Company  would not have granted this
      award to you but for your representations and acknowledgements below.

      (a)   Shares Unregistered;  Investor Knowledge.  You acknowledge and agree
            that (i)  neither  the grant of the Options nor the offer to acquire
            Shares upon exercise  thereof has been registered  under  applicable
            securities laws; (ii) there is no established  market for the Shares
            and it is not anticipated that there will be any such market for the
            Shares in the  foreseeable  future;  and (iii)  your  knowledge  and
            experience in financial  and business  matters are such that you are
            capable of evaluating  the merits and risks of any investment in the
            Shares.


                                       2
<PAGE>

      (b)   Acknowledgement. You acknowledge and agree that: (i) this award is a
            one-time  benefit,  which does not create any  contractual  or other
            right to receive future awards, or benefits in lieu of awards;  (ii)
            all   determinations   with  respect  to  any  such  future  awards,
            including,  but not  limited  to,  the times  when  awards  shall be
            granted, the number of shares subject to each award, the exercise or
            purchase  price,  and the time or times when each award  shall vest,
            will be at the sole  discretion of the Company;  (iii) this award is
            not  part  of  normal  or  expected  compensation  for  purposes  of
            calculating any severance,  resignation,  redundancy, end of service
            payments,  bonuses,   long-service  awards,  pension  or  retirement
            benefits  or similar  payments;  and (iv) THAT THIS AWARD  SHALL NOT
            CREATE  A RIGHT  TO  FURTHER  EMPLOYMENT  WITH  THE  COMPANY  OR ITS
            AFFILIATES  AND SHALL NOT INTERFERE  WITH THE ABILITY OF THE COMPANY
            OR ANY OF ITS AFFILIATES TO TERMINATE YOUR  EMPLOYMENT  RELATIONSHIP
            AT ANY TIME, AND UPON  TERMINATION OF YOUR EMPLOYMENT FOR ANY REASON
            WHATSOEVER,  ANY RIGHTS IN RESPECT OF THE OPTIONS OR THE  UNDERLYING
            SHARES TO WHICH YOU WOULD HAVE BEEN ENTITLED HAD YOUR EMPLOYMENT NOT
            TERMINATED SHALL LAPSE UPON THE DATE OF TERMINATION UNLESS EXPRESSLY
            STATED  OTHERWISE  HEREIN OR THE PLAN, AND YOU SHALL NOT BE ENTITLED
            TO ANY  COMPENSATION IN RESPECT OF LOSS OF ALL OR ANY OF THE OPTIONS
            OR UNDERLYING SHARES.

      (c)   Employee  Data  Privacy.  You  consent  to the  collection,  use and
            transfer of personal data as described in this  paragraph  5(c). You
            understand that the Company and its Affiliates hold certain personal
            information about you including, but not limited to, your name, home
            address and telephone number, date of birth, social security number,
            salary, nationality,  job title, common shares or directorships held
            in the Company,  details of all other  entitlement  to common shares
            awarded,  cancelled,  exercised,  vested, unvested or outstanding in
            your favor, for the purpose of managing and administering this award
            ("Data").  You  further  understand  that  the  Company  and/or  its
            Affiliates will transfer Data among  themselves as necessary for the
            purposes of  implementation,  administration  and management of this
            award,  and that the Company  and/or any of its  Affiliates may each
            further transfer Data to any third parties  assisting the Company in
            such  implementation,  administration and management.  You authorize
            them  to  receive,   possess,  use,  retain  and  transfer  Data  in
            electronic  or  other  form,  for  the  purposes  of   implementing,
            administering  and  managing  this award,  including  any  requisite
            transfer of such Data as may be required for the  administration  of
            this  award  and/or the  subsequent  holding  common  shares on your
            behalf  to a broker  or  other  third  party  with  whom the  shares
            acquired on exercise may be deposited. You understand that he or she
            may, at any time, view the Data, require any necessary amendments to
            it or withdraw the consent herein in writing by contacting the local
            human resources representative.

      (d)   Confidentiality. You agree not to disclose or discuss in any way the
            terms of this award to or with  anyone  other  than  members of your
            immediate  family,  or your


                                       3
<PAGE>

            personal  counsel or  financial  advisors  (and you will advise such
            persons of the confidential nature of this offer).

6.    Vesting  upon  Death/Disability.  As to the  Time  Option,  as well as the
      Performance   Options  where  the  Target   Performance  Goal  or  Stretch
      Performance Goal, as applicable,  had previously been achieved,  a portion
      of each such Option will become vested and exercisable upon termination of
      your  employment  with the  Company and its  Affiliates  by reason of your
      death or Disability, such portion to equal the portion of each such Option
      that  would  have  vested  on the  next  scheduled  vesting  date had your
      employment not so terminated,  multiplied by a fraction,  the numerator of
      which is the number of days that elapsed from the most recent vesting date
      to the date of such termination, and the denominator of which is 365.

7.    Definitions. For purposes of this letter:

      (a)   "Apollo" means Apollo  Management VI, L.P. and its Affiliates or any
            entity controlled thereby or any of the partners thereof.

      (b)   "Board"  means  the  board  of  directors  of  the  Company,  or any
            committee thereof duly authorized to act on behalf of the Board.

      (c)   "Capital  Stock" of any Person means any and all shares,  interests,
            rights  to  purchase,  warrants,  options,  participations  or other
            equivalents of or interests in, however  designated,  equity of such
            Person,  including  any  Preferred  Stock,  but  excluding  any debt
            securities convertible into such equity.

      (d)   "Change of Control" means:

            (i)   any event occurs the result of which is that any  "Person," as
                  such term is used in Sections  13(d) and 14(d) of the Exchange
                  Act, other than one or more Permitted Holders or their Related
                  Parties,  becomes the  beneficial  owner,  as defined in Rules
                  l3d-3 and l3d-5 under the  Exchange  Act (except that a Person
                  shall be deemed to have  "beneficial  ownership" of all shares
                  that any such Person has the right to acquire within one year)
                  directly or  indirectly,  of more than 50% of the Voting Stock
                  of the Company or any successor  company  thereto,  including,
                  without  limitation,  through  a merger  or  consolidation  or
                  purchase of Voting Stock of the Company; provided that none of
                  the Permitted  Holders or their Related Parties have the right
                  or ability by voting power,  contract or otherwise to elect or
                  designate  for  election  a majority  of the  Board;  provided
                  further  that the  transfer of 100% of the Voting Stock of the
                  Company to a Person that has an ownership  structure identical
                  to that of the Company prior to such  transfer,  such that the
                  Company  becomes a wholly  owned  Subsidiary  of such  Person,
                  shall not be treated as a Change of Control;

            (ii)  after an  initial  public  offering  of  Capital  Stock of the
                  Company  during  any  period  of two  (2)  consecutive  years,
                  individuals  who at the  beginning of such period  constituted
                  the Board,  together with any new directors  whose


                                       4
<PAGE>

                  election by such Board or whose nomination for election by the
                  stockholders  of the  Company  was  approved  by a  vote  of a
                  majority of the  directors of the Company then still in office
                  who were either  directors at the  beginning of such period or
                  whose  election or nomination  for election was  previously so
                  approved, cease for any reason to constitute a majority of the
                  Board then in office;

            (iii) the sale, lease, transfer, conveyance or other disposition, in
                  one or a series of related transactions other than a merger or
                  consolidation,  of all or  substantially  all of the assets of
                  the  Company  and its  Subsidiaries  taken  as a whole  to any
                  Person or group of  related  Persons  other  than a  Permitted
                  Holder or a Related Party of a Permitted Holder; or

            (iv)  the  adoption  of  a  plan  relating  to  the  liquidation  or
                  dissolution of the Company.

      (e)   "Claire's   Investors   Liquidity   Event"  means  any   transaction
            (including,  without  limitation,  a stock sale,  redemption  or buy
            back,  merger,  consolidation  or otherwise)  immediately  following
            which all of the Shares  held by all  Claire's  Investors  have been
            exchanged for or converted into consideration,  all or substantially
            all of which consists of cash or readily marketable  securities that
            the Claire's Investors can immediately resell for cash at prevailing
            quoted prices without legal, contractual or market restrictions.

      (f)   "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
            amended.

      (g)   "Investor  Sale"  means of sale of Shares by a Claire's  Investor in
            connection with or following a Qualified Public Offering.

      (h)   "Investor  Percentage" means the percentage  derived by dividing (i)
            the number of Shares of Common Stock held by all Claire's  Investors
            immediately  following  the  applicable  Investor  Sale, by (ii) the
            number  of  Shares  held by all  Claire's  Investors  as of the date
            hereof (subject to adjustment for stock splits etc.).

      (i)   "Fully Diluted Shares" means, on any Measurement Date, the number of
            Shares  outstanding,  plus  the  number  of  Shares  subject  to all
            outstanding options,  warrants and rights to acquire Shares, whether
            or not exercisable.

      (j)   "Measurement  Date" means (1) prior to a Qualified IPO, the last day
            of any fiscal quarter, starting with the last day of the eighth full
            fiscal  quarter after May 29, 2007,  (2) following a Qualified  IPO,
            each trading day,  starting  with the 90th trading day following the
            Qualified  IPO,  or (3) the date of a Claire's  Investors  Liquidity
            Event, whether before or after a Qualified IPO.

      (k)   "Net  Equity  Value"  means  (1)  8.5  multiplied  by the  Company's
            consolidated earnings,  before interest,  income taxes, depreciation
            and amortization ("EBITDA") for the four fiscal quarters ending upon
            a Measurement Date, plus (2) the sum of cash, cash equivalents,  and
            the aggregate exercise price of all


                                       5
<PAGE>

            outstanding  options or warrants to purchase Shares,  whether or not
            exercisable,  in each case as of the Measurement  Date, less (3) all
            debt and capital  leases  outstanding  as of the  Measurement  Date.
            EBITDA,  cash and debt shall be determined by the Committee based on
            the Company's financial statements for such period,  subject to such
            adjustments to reflect unusual, nonrecurring or extraordinary events
            as the Committee shall deem equitable and appropriate.

      (l)   "Permitted Holder" means Apollo.

      (m)   "Preferred Stock" as applied to the Capital Stock of any corporation
            means  Capital  Stock of any class or classes,  however  designated,
            that is  preferred  as to the  payment  of  dividends,  or as to the
            distribution of assets upon any voluntary or involuntary liquidation
            or dissolution of such corporation,  over shares of Capital Stock of
            any other class of such corporation.

      (n)   "Related Party" means:

            (i)   any controlling  stockholder,  50% (or more) owned Subsidiary,
                  or immediate  family member (in the case of an  individual) of
                  any Permitted Holder; or

            (ii)  any trust, corporation, partnership, limited liability company
                  or other entity,  the beneficiaries,  stockholders,  partners,
                  members, owners or Persons beneficially holding an 50% or more
                  controlling  interest  of  which  consist  of any  one or more
                  Permitted Holders and/or such other Persons referred to in the
                  immediately preceding clause (1).

      (o)   "Stretch  Target  Stock  Price"  means  $10.00,  accumulated  at  an
            effective  annual rate of 32% from May 29,  2007 to the  Measurement
            Date,  provided that the Committee shall make such adjustment to the
            Stretch Target Stock Price as it reasonably  determines is equitable
            and  appropriate  to reflect  changes to the  outstanding  Shares or
            capital  structure  of  the  Company,  including  contributions  and
            distributions of capital.

      (p)   "Subsidiary" means, with respect to any specified Person:

            (i)   any corporation, association or other business entity of which
                  more than 50% of the total  voting  power of shares of Capital
                  Stock  entitled  (without  regard  to  the  occurrence  of any
                  contingency and after giving effect to any voting agreement or
                  stockholders'  agreement  that  effectively  transfers  voting
                  power)  to vote in the  election  of  directors,  managers  or
                  trustees of the  corporation,  association  or other  business
                  entity  is at  the  time  owned  or  controlled,  directly  or
                  indirectly,  by  that  Person  or one  or  more  of the  other
                  Subsidiaries of that Person (or a combination thereof); and

            (ii)  any  partnership  (a) the sole general partner or the managing
                  general  partner of which is such  Person or a  Subsidiary  of
                  such Person or (b) the


                                       6
<PAGE>

                  only general  partners of which are that Person or one or more
                  Subsidiaries of that Person (or any combination thereof).

      (q)   "Target  Stock  Price"  means  $10.00,  accumulated  at an effective
            annual  rate of 22.5%  from May 29,  2007 to the  Measurement  Date,
            provided that the Committee shall make such adjustment to the Target
            Stock Price as it determines is equitable and appropriate to reflect
            changes  to the  outstanding  Shares  or  capital  structure  of the
            Company, including contributions and distributions of capital.

      (r)   "Value Per Share" means (1) prior to a Qualified IPO, the Net Equity
            Value divided by the Fully Diluted Shares, (2) following a Qualified
            IPO,  the  average  closing  price of a Share  for the  period of 90
            consecutive trading days ending on the Measurement Date, or (3) upon
            a Claire's  Investors  Liquidity Event, the price per Share realized
            by the Claire's Investors.

      (s)   "Voting  Stock" of an entity  means all classes of Capital  Stock of
            such entity then  outstanding  and normally  entitled to vote in the
            election  of  directors  or all  interests  in such  entity with the
            ability to control the management or actions of such entity.

8.    Federal  Taxes:  The Options  granted to you are treated as  "nonqualified
      options" for federal tax purposes, which means that when you exercise, the
      excess of the value of the Shares  issued on  exercise  over the  exercise
      price  paid  for the  Shares  is  income  to you,  subject  to  wage-based
      withholding  and  reporting.  When  you  sell  the  Shares  acquired  upon
      exercise,  the excess (or  shortfall)  between the amount you receive upon
      the sale and the value of the shares at the time of exercise is treated as
      capital gain (or loss).  State and local taxes may also apply.  You should
      consult your personal tax advisor for more information  concerning the tax
      treatment of your Options.  The Company is not making any  representations
      concerning the tax treatment of the Options,  and is not  responsible  for
      any  taxes,  interest  or  penalties  you  incur in  connection  with your
      Options,  even  if  the  taxing  authorities  successfully  challenge  any
      position taken by the Company in respect of wage withholding and reporting
      or otherwise.

We are  excited to give you this  opportunity  to share in our  future  success.
Please  indicate your  acceptance of this option grant and the terms of the Plan
by signing and returning a copy of this letter.

Sincerely,

CLAIRE'S INC.

By: /s/ Eugene S. Kahn
    --------------------------------------
Name: Eugene S. Kahn


                                       7
<PAGE>

Title: Chief Executive Officer

Agreed to and Accepted by:

/s/ James Conroy
------------------------------------------


                                       8
<PAGE>

                                                                       Exhibit C

                                  CLAIRE'S INC.
                               2400 W. Central Rd.
                            Hoffman Estates, IL 60192

December 13, 2007

James Conroy
2771 NE 57th Court
Fort Lauderdale, FL 33308

Dear James:

We are  pleased  to inform you that you have been  awarded  the  opportunity  to
purchase  shares of common stock of Claire's  Inc. (the  "Company"),  the parent
company of Claire's Stores, Inc., and to receive a matching stock award grant on
a buy one, get one ("BOGO") basis,  in each case on the terms  described  below.
This  opportunity is being made available to you pursuant to the Company's Stock
Incentive  Plan (the "Plan"),  a copy of which is attached as Exhibit A, and the
Shares you purchase (the  "Purchased  Shares"),  the matching  option grant (the
"BOGO  Option"),  and any Shares  acquired upon exercise of the BOGO Option (the
"BOGO Shares") are subject in all respects to the provisions of the Plan, except
as specifically modified hereby.  Capitalized terms not otherwise defined in the
text are defined in the Plan.

9.    Opportunity  to Purchase  Shares.  You may purchase  Shares at a price per
      Share of $10.00.  You must purchase Shares in increments of 1,000, and the
      number of Shares you may purchase is limited to 30,000 shares.

10.   Grant of Matching  Option:  On the date that you  complete the purchase of
      Shares  described in paragraph 1 above,  you will be granted a BOGO Option
      relating to the same number of Shares that you purchase under  paragraph 1
      above at an  exercise  price per Share of $10.00.  The BOGO Option will be
      immediately  exercisable  from the date it is  granted  until  the date it
      expires or otherwise  terminates  pursuant to Section 4 of the your Option
      Grant Letter dated December 13, 2007.

11.   Rights/Restrictions  on Shares.  The Purchased  Shares and the BOGO Shares
      are subject to the rights and  restrictions  set forth in Section 8 of the
      Plan, provided that in addition to the Company's rights under Section 8(d)
      of the Plan (Repurchase  Right), if you voluntarily resign from employment
      with the Company and its  Affiliates  prior to the earlier of December 13,
      2011 or the date of a Qualified  IPO,  then the price per Share to be paid
      by the Company for any BOGO Shares it chooses to repurchase  under Section
      8(d) of the Plan  shall not  exceed  the price per Share  paid by you upon
      exercise of the BOGO  Option,  less any  distributions  paid in respect of
      such Share.

12.   Representations.  By accepting  this  opportunity  to purchase  Shares and
      receive an option award,  you represent to the  following,  and understand
      that the Company would not have


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      made this opportunity  available to you but for your  representations  and
      acknowledgements below.

      (a)   Shares Unregistered;  Investor Knowledge.  You acknowledge and agree
            that (i) neither the  opportunity to purchase  Shares,  the grant of
            the BOGO  Option  nor the  offer to  acquire  Shares  upon  exercise
            thereof has been registered under  applicable  securities laws; (ii)
            there  is no  established  market  for  the  Shares  and  it is  not
            anticipated that there will be any such market for the Shares in the
            foreseeable  future;  and (iii) your  knowledge  and  experience  in
            financial  and  business  matters  are such that you are  capable of
            evaluating the merits and risks of any investment in the Shares.

      (b)   Acknowledgement. You acknowledge and agree that: (i) this award is a
            one-time  benefit,  which does not create any  contractual  or other
            right to receive future awards, or benefits in lieu of awards;  (ii)
            all   determinations   with  respect  to  any  such  future  awards,
            including,  but not  limited  to,  the times  when  awards  shall be
            granted, the number of shares subject to each award, the exercise or
            purchase  price,  and the time or times when each award  shall vest,
            will be at the sole  discretion of the Company;  (iii) this award is
            not  part  of  normal  or  expected  compensation  for  purposes  of
            calculating any severance,  resignation,  redundancy, end of service
            payments,  bonuses,   long-service  awards,  pension  or  retirement
            benefits  or similar  payments;  and (iv) THAT THIS AWARD  SHALL NOT
            CREATE  A RIGHT  TO  FURTHER  EMPLOYMENT  WITH  THE  COMPANY  OR ITS
            AFFILIATES  AND SHALL NOT INTERFERE  WITH THE ABILITY OF THE COMPANY
            OR ITS AFFILIATES TO TERMINATE YOUR  EMPLOYMENT  RELATIONSHIP AT ANY
            TIME,  AND  UPON  TERMINATION  OF YOUR  EMPLOYMENT  FOR  ANY  REASON
            WHATSOEVER,  ANY RIGHTS IN RESPECT OF THE PURCHASED SHARES, THE BOGO
            OPTION  OR THE  UNDERLYING  SHARES  TO WHICH  YOU  WOULD  HAVE  BEEN
            ENTITLED HAD YOUR  EMPLOYMENT  NOT  TERMINATED  SHALL LAPSE UPON THE
            DATE OF TERMINATION  UNLESS EXPRESSLY STATED OTHERWISE HEREIN OR THE
            PLAN, AND YOU SHALL NOT BE ENTITLED TO ANY  COMPENSATION  IN RESPECT
            OF LOSS OF ALL OR ANY OF THE  PURCHASED  SHARES,  THE BOGO OPTION OR
            UNDERLYING SHARES.

      (c)   Employee  Data  Privacy.  You  consent  to the  collection,  use and
            transfer of personal data as described in this  paragraph  4(c). You
            understand that the Company and its Affiliates hold certain personal
            information about you including, but not limited to, your name, home
            address and telephone number, date of birth, social security number,
            salary, nationality,  job title, common shares or directorships held
            in the Company,  details of all other  entitlement  to common shares
            awarded,  cancelled,  exercised,  vested, unvested or outstanding in
            your favor, for the purpose of managing and administering this award
            ("Data").  You  further  understand  that  the  Company  and/or  its
            Affiliates will transfer Data among  themselves as necessary for the
            purposes of  implementation,  administration  and management of this
            award,  and that the Company  and/or any of its  Affiliates may


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<PAGE>

            each  further  transfer  Data to any  third  parties  assisting  the
            Company in such implementation,  administration and management.  You
            authorize them to receive, possess, use, retain and transfer Data in
            electronic  or  other  form,  for  the  purposes  of   implementing,
            administering  and  managing  this award,  including  any  requisite
            transfer of such Data as may be required for the  administration  of
            this  award  and/or the  subsequent  holding  common  shares on your
            behalf  to a broker  or  other  third  party  with  whom the  shares
            acquired on exercise may be deposited. You understand that he or she
            may, at any time, view the Data, require any necessary amendments to
            it or withdraw the consent herein in writing by contacting the local
            human resources representative.

      (d)   Confidentiality. You agree not to disclose or discuss in any way the
            terms of this award to or with  anyone  other  than  members of your
            immediate  family,  or your personal  counsel or financial  advisors
            (and you will advise such persons of the confidential nature of this
            offer).

13.   Federal Taxes:  The BOGO Option is treated as a "nonqualified  option" for
      federal tax purposes,  which generally  means that when you exercise,  the
      excess of the value of the Shares  issued on  exercise  over the  exercise
      price  paid  for the  Shares  is  income  to you,  subject  to  wage-based
      withholding and reporting.  However, if you exercise the BOGO Option prior
      to the earlier of December 13, 2011 or the date of a Qualified IPO, unless
      you make a "section 83(b) election" within 30 days of exercise, taxes will
      be  deferred  until the  earlier  of  December  13,  2011 or the date of a
      Qualified IPO, at which time the value of the Shares at such time over the
      exercise  price paid is income to you,  subject to wage-based  withholding
      and reporting.  When you sell your Purchased  Shares,  or your BOGO Shares
      (assuming an 83(b)  election,  if  applicable,  was made),  the excess (or
      shortfall)  between the amount you receive  upon the sale and the value of
      the shares at the time you  acquired  them is treated as capital  gain (or
      loss).  State and local  taxes may also  apply.  You should  consult  your
      personal tax advisor for more information  concerning the tax treatment of
      your  Purchased  Shares,  BOGO Option and BOGO Shares.  The Company is not
      making  any  representations  concerning  tax  consequences,  and  is  not
      responsible  for any taxes,  interest or penalties you incur in connection
      with  your  Shares  or  BOGO  Option,   even  if  the  taxing  authorities
      successfully  challenge  any  position  taken by the Company in respect of
      wage withholding and reporting or otherwise.

14.   Acceptance.  In order to accept  this offer to purchase  Shares,  you must
      countersign below, indicate the number of Shares you desire to purchase in
      the  space  indicated   immediately  above  your  signature.   Return  the
      countersigned  copy of this  letter,  along with a check for the  purchase
      price, NO LATER THAN FRIDAY, JANUARY 4, 2008 to Joe DeFalco.

We are  excited to give you this  opportunity  to share in our  future  success.
Please contact Joe DeFalco should you have any questions.

Sincerely,


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<PAGE>

CLAIRE'S INC.

By: /s/ Eugene S. Kahn
    -----------------------------------------------
Name: Eugene S. Kahn
Title: Chief Executive Officer

Agreed to and Accepted as to ___________ Shares by:


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


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<PAGE>

                                                                       Exhibit D

                                     RELEASE

      I,  James  Conroy,  the  undersigned,  agree to accept  the  compensation,
payments, benefits and other consideration provided for in Section 4.3(d) of the
employment  agreement  between me and by and between Claire's Stores,  Inc. (the
"Company")  dated as of December 13, 2007 (the  "Employment  Agreement") in full
resolution  and  satisfaction  of, and hereby  IRREVOCABLY  AND  UNCONDITIONALLY
RELEASE, REMISE AND FOREVER DISCHARGE the Company and Releasees from any and all
agreements,  promises, liabilities,  claims, demands, rights and entitlements of
any kind  whatsoever,  in law or equity,  whether known or unknown,  asserted or
unasserted,  fixed or contingent,  apparent or concealed,  to the maximum extent
permitted  by law  ("Claims"),  which I, my  heirs,  executors,  administrators,
successors  or assigns ever had, now have or  hereafter  can,  shall or may have
for,  upon,  or by reason of any  matter,  cause or thing  whatsoever  existing,
arising,  occurring or relating to my employment and/or termination thereof with
the  Company and  Releasees,  or my status as a  stockholder  of the Company and
Releasees,  at any  time  on or  prior  to  the  date I  execute  this  Release,
including,  without limitation, any and all Claims arising out of or relating to
compensation,  benefits, any and all contract claims, tort claims, fraud claims,
claims for bonuses, commissions, sales credits, etc., defamation, disparagement,
or other personal injury claims,  claims for accrued  vacation pay, claims under
any federal, state or municipal wage payment,  discrimination or fair employment
practices  law,  statute or  regulation,  and claims  for  costs,  expenses  and
attorneys' fees with respect thereto. This release and waiver includes,  without
limitation,  any and all rights and claims  under Title VII of the Civil  Rights
Act of 1964,  the  Civil  Rights  Acts of  1866,  1871 and  1991,  the  Employee
Retirement  Income  Security  Act,  the Age  Discrimination  in  Employment  Act
(including  but not limited to the Older Workers  Benefit  Protection  Act), the
Americans with  Disabilities  Act, the National Labor  Relations Act, the Family
and  Medical  Leave  Act,  the  Equal  Pay Act,  the  Sarbanes-Oxley  Act,  [add
applicable  state  laws]  and all  amendments  to the  foregoing,  and any other
federal,  state  or  local  statute,  ordinance,  regulation  or  constitutional
provision regarding employment,  compensation, employee benefits, termination of
employment or discrimination in employment.  Notwithstanding the above, I do not
release  my right  to any  right to  indemnification  I may have as a  director,
officer or employee pursuant to applicable law and/or the Company's  certificate
of  incorporation  nor do I release any rights to any earned and vested benefits
to which I am entitled under the terms of any employee  benefit plan  maintained
by the Company or any of its subsidiaries.

      I  represent  and affirm (i) that I have not filed any Claim  against  the
Company or Releasees and (ii) that to the best of my knowledge and belief, there
are no outstanding Claims.

      For the purpose of implementing a full and complete  release and discharge
of Claims,  I expressly  acknowledge that this Release is intended to include in
its  effect,  without  limitation,  all the Claims  described  in the  preceding
paragraphs,  whether  known or  unknown,  apparent or  concealed,  and that this
Release  contemplates  the extinction of all such Claims,  including  Claims for
attorney's  fees. I expressly  waive any right to assert after the  execution of


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<PAGE>

this  Release that any such Claim has,  through  ignorance  or  oversight,  been
omitted from the scope of the Release.

      For  purposes  of this  Release,  the term  "the  Company  and  Releasees"
includes  the  Company  and its past,  present  and future  direct and  indirect
parents,  subsidiaries,  affiliates,  divisions,  predecessors,  successors, and
assigns, and their past, present and future officers,  directors,  shareholders,
representatives,   agents,  attorneys  and  employees,  in  their  official  and
individual capacities,  and all other related individuals and entities,  jointly
and  individually,  and this Release  shall inure to the benefit of and shall be
binding and enforceable by all such entities and individuals.

      I understand that I have a period of up to 21 days from my receipt of this
Release to review and consider this Release.  I further  understand  that once I
have  signed  this  Release,  I may  revoke  it at any  time  during  the 7 days
following  its  execution by  delivering a written  notice of  revocation to the
Company,  attention  General  Counsel.  I further  understand  that if I fail to
execute and return this Release to the Company, attention General Counsel, prior
to the  expiration of such 21 day period,  or revoke my execution of the Release
during such 7 day period, I will not be entitled to the compensation,  payments,
benefits  and  other  consideration  provided  for  in  Section  4.3(d)  of  the
Employment Agreement.

I ACKNOWLEDGE THAT I HAVE READ THIS
RELEASE AND I UNDERSTAND
AND ACCEPT ITS TERMS

------------------------------              ---------------------
James Conroy                                Date

Sworn to before me this
___ day of ________, 20__


------------------------------
Notary Public


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