STOCK OPTION AGREEMENT

Exhibit 10.2

STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of ____________________ (the “Grant Date”) between Whitehall Jewelers Holdings, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”).

R E C I T A L S

      WHEREAS, the Company has adopted the 2007 Whitehall Jewelers Holdings, Inc. Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. A copy of the Plan as presently in effect is attached to this Agreement as Annex A . Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

      WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the stock option award provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

      NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of Option . Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant an option (the “Option”) to purchase ___________ Shares (the “Option Shares”) at an option exercise price of $
_____ per Share (the “Option Price”), which is not less than the Fair Market Value of a Share on the Grant Date.

2. Vesting .

3. Repurchase . Any Shares held by the Participant from the exercise of the Options shall be repurchasable by the Company, at its option, within the 120-day period following the termination of, or the voluntary resignation by the Participant of, the Participant’s employment, at (i) 80% of the Fair

Market Value on the date of repurchase if such termination is for Cause (as defined in Section 4 below) or due to the Participant’s voluntary resignation of his employment with the Company, or (ii) 100% of Fair Market Value on the date of repurchase if such termination is for a reason other than for Cause or due to the Participant’s voluntary resignation of his employment with the Company, in the case of clauses (i) and (ii), according to the following terms: the repurchase price will be paid by the Company over a 2-year period in equal installments on the first day of each calendar quarter following the repurchase closing; provided, however, payments may be deferred to the extent required to avoid any penalty tax imposed under Section 409A of the Code. Notwithstanding the above, Participant’s obligation to allow the Company to repurchase Shares shall terminate upon the earlier of (x) two years following the grant date of the Options or (y) such time when 50% or more of the outstanding common stock of the Company entitled to vote generally in the election of directors of the Company has been registered for resale.

4. Period of Exercise . Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested Option Shares at any time prior to the earliest to occur of: \

Notwithstanding the foregoing, the Participant shall not exercise any part of the vested Option Shares for a period of ninety (90) days following the Grant Date.

      For purposes of this Agreement, “Cause” shall mean “Cause” as defined in any employment agreement then in effect between the Participant and the Company or if not defined therein or, if there shall be no such agreement then in effect, (i) Participant's engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant's repeated dishonesty in the performance of his duties to the Company, (iv) Participant's commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days or (v) Participant's material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

5. Manner of Exercise and Payment . Subject to the terms and conditions of this Agreement and the Plan, this Option may be exercised by delivery of written notice to the Secretary of the Company, at the Company's principal executive office in the form of Annex B . The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Option until this Option shall have been exercised pursuant to the terms of this Agreement and the Participant shall have paid the full Option Price for the number of Shares in respect of which this Option was exercised. The Option Price of the Shares as to which an Option shall be exercised shall be paid to the Company at the time of exercise in (i) cash or its equivalent, (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time

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by the Committee or generally accepted accounting principles), (iii) partly in cash and, p