Exhibit 10.5

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

[date]

[name]
[address]

Re:   Grant of Stock Options

Dear [first name]:

We are  pleased to inform  you that you have been  granted  options to  purchase
_________(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" and
a  "Performance  Option".  These  options  are  collectively  referred to as the
"Options".  The  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 6 are defined in the Plan.

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

      (a)   Number of Shares. __________

      (b)   Exercise Price per Share. $10.00

      (c)   Vesting.  The Time Option will vest and become  exercisable  in four
            equal annual  installments on May 29 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.    Performance  Option:  The  key  terms  of the  Performance  Option  are as
      follows:

      (a)   Number of Shares. ___________

      (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 "Performance Goal"), then (1) if
            such Measurement Date is other than the date of a Claire's Investors
            Liquidity  Event,  the  Performance  Option  will  vest  and  become
            exercisable  in two equal annual  installments  on each of the first
            two  anniversaries  of such

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



<PAGE>

            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  Performance   Option  will  become  fully  vested  and
            immediately exercisable at such time.

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

4.    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.

      (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


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<PAGE>

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

5.    Vesting upon Death/Disability. As to the Time Option, as well as the
      Performance Option where the Performance Goal 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.

6.    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.


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<PAGE>

      (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 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


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<PAGE>

            (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 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.


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<PAGE>

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

      (p)   "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.

      (q)   "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,


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<PAGE>

            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.

      (r)   "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.

7.    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:
   ------------------------------
Name:  Eugene S. Kahn

Title:   Chief Executive Officer

Agreed to and Accepted by:



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