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                                                                  Exhibit 10.5

                                  EMPLOYMENT AGREEMENT
                                  --------------------

     This Employment Agreement is made as of July 1, 2001, between Spiegel,
Inc., a Delaware corporation ("Spiegel") and James R. Cannataro, of
_______________ , Illinois ("Cannataro").

     Spiegel and Cannataro hereby agree as follows:

1. EMPLOYMENT
-------------
     Spiegel agrees to employ Cannataro in the greater Chicago metropolitan
     area until the effective date of the termination of the employment period,
     as hereinafter provided, and Cannataro agrees to continue such employment.
     Cannataro will serve faithfully and to the best of his ability as Executive
     Vice President and Chief Financial Officer of Spiegel, reporting to and
     directed by the Chief Executive Officer of Spiegel. Cannataro will have
     financial management responsibility for Spiegel.

2. BEST EFFORTS
---------------
     During the employment period, Cannataro will devote his best efforts and
     all his business time and attention to the business of Spiegel and will
     faithfully perform his duties subject to the direction of the Chief
     Executive Officer of Spiegel and generally subject to the employment
     policies of Spiegel as may be promulgated from time to time.

3. TERM OF EMPLOYMENT
---------------------
     The term of this Employment Agreement shall be a period of three (3) years
     (Initial Term) commencing July 1, 2001, and terminating June 30, 2004,
     subject, however, to prior termination as in after provided Section 8
     (Termination for Cause) below. This Employment Agreement shall be
     automatically renewed and continue in full force and effect for additional
     one year terms without limitation, unless either party gives the other
     party six (6) months' written notice of its or his election to terminate
     this Employment Agreement at the end of the

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     then current calendar year. If Spiegel elects to terminate this Employment
     Agreement in accordance with this Paragraph 3, then Spiegel will pay
     Cannataro at time of termination an amount equal to Cannataro's entire
     compensation and benefit package (including pro-rated Annual and Long Term
     Incentives) then in effect as provided on Schedule A and Schedule B and
     Paragraph 6 herein calculated for a period of twenty-four (24) months but
     shall not exceed Three Million and 00/100 Dollars ($3,000,000.00). No
     payment under this paragraph shall be due if termination is after
     Cannataro's 62nd birthday.

4. COMPENSATION
---------------
     Spiegel shall pay Cannataro an annual base salary in accordance with
     Schedule A payable in the manner as is done in the ordinary course of
     business for upper level executives of Spiegel. The Board of Directors or
     its designee shall review this base salary annually and shall have the
     right to increase it at any time during the employment period. An increase
     in base salary shall be evidenced by the Board of Directors or its designee
     approving an amended Schedule A to this Employment Agreement, which shall
     give the amount of the increase in base salary, the new total base salary
     and the period for which the increase shall be effective.

5. BONUS
---------
     Cannataro shall be entitled to an annual cash bonus no later than February
     28th of each year based upon the performance of Spiegel for the most
     recently ended calendar year. The bonus will be in accordance with Schedule
     A. The bonus opportunity shall be determined based upon performance
     criteria mutually and reasonably developed by Spiegel or its designee and
     Cannataro and agreed to by the Board of Directors with the understanding
     that such criteria will provide a fair and professionally challenging
     achievement rewarding good performance. The predetermined performance
     criteria, and any changes mutually agreed upon by Spiegel or its designee
     and Cannataro and agreed to by the Board of Directors shall be as set forth
     in Schedule B, attached to this Agreement.

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6. BENEFITS
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     Cannataro shall be eligible for all medical and dental benefits, disability
     benefits, long term incentive plans, stock options, profit sharing, savings
     plans, automobile allowance, paid vacation, split dollar life insurance
     policies then in effect, and other benefits which are or shall be adopted
     by Spiegel covering its senior executive management staff, provided he
     meets the qualification requirements for such benefits.  Additional
     benefits may be added during the term of this Agreement by Spiegel.

7. DISABILITY OF CANNATARO.
---------------------------
     If, during the term of this Employment Agreement, Cannataro shall become
     disabled by accident, illness, or otherwise, and such disability shall
     continue for a period of six (6) successive months following which he is
     unable to resume his duties hereunder, Spiegel shall have the right to
     terminate the employment period by giving written notice to Cannataro of
     its intention to do so at least thirty (30) days prior to the effective
     date of such termination, provided, however, Spiegel agrees to pay a lump
     sum at the time of termination in an amount equal to the fair value of his
     entire compensation and benefits package in place at that time calculated
     for a period of six (6) months commencing from the effective date of such
     termination in lieu of continuing to provide such benefits in periodic
     amounts. Any dispute as to whether such a disability has occurred shall be
     resolved by a physician reasonably satisfactory to both parties, whose
     determination shall be final and binding on both parties.

8. TERMINATION FOR CAUSE
------------------------
     Spiegel may terminate the employment period for cause for the following
     reasons other than innocent acts: repetitive and offensive public
     intoxication, a felony conviction, the intentional perpetration of a
     dishonest act or fraud against Spiegel or an affiliate or subsidiary
     thereof, which is significantly injurious in a material respect to the
     financial condition, business or reputation of Spiegel or any of its
     affiliates or subsidiaries. Spiegel shall have the right to terminate the
     employment period for any above reason by giving written notice to
     Cannataro of its intention to do so and specifying therein the reason and
     the effective date of

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     termination. In this case a severance payment will be reasonably
     appropriate to the reason for termination, and this Agreement will have no
     further effect.

9. OTHER EMPLOYMENT
-------------------
     Cannataro covenants and agrees that during the employment period, he will
     not directly or indirectly (except with the written consent of Spiegel)
     become engaged in, be employed by, render services to or for, or permit his
     name to be used in connection with any business other than the business of
     Spiegel and its subsidiaries and affiliates, whether such other business
     is or is not competitive with that business.  After termination of this
     Agreement, Cannataro agrees that for a period of one year he will not
     solicit for engagement or as an employee any person who has been employed
     by the Company within the preceding twelve months as a senior level
     executive.

10. TRADE SECRETS
-----------------
     Cannataro shall not at any time while this Employment Agreement is in
     force, and for a period of two (2) years after its termination, unless
     authorized by Spiegel, divulge or disclose to any person or corporation any
     confidential or proprietary information relating to the business of Spiegel
     or its subsidiaries and affiliates including, but not in limitation,
     customer list, supplier lists, prices of products, services or operational
     processes. A breach of this confidentiality clause will result in no
     compensation and benefits being paid at the time of termination.

11. TOTAL AGREEMENT
-------------------
     This contract contains the complete agreement concerning the employment
     arrangement between the parties and, as of the effective date of this
     agreement, supersedes all other agreements, whether oral or in writing,
     between the parties. This agreement may be modified or added to only if
     evidenced in writing signed by the party to be liable.

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12. GENERAL
-----------
     The headings of all the sections are inserted for convenience of reference
     only and will not affect the construction or interpretation of this
     agreement.

13. GOVERNING LAW
-----------------
     This agreement shall be governed by the laws of the State of Illinois
     without regard to principles of conflicts of laws.

IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  as  of
______________

SPIEGEL, INC.

_________________________                             __________________________
President, CEO                                        James R. Cannataro

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                              EMPLOYMENT AGREEMENT

                                   SCHEDULE B
                                   ----------

This Schedule B is made part of the Employment Agreement between Spiegel, Inc.
and James R. Cannataro dated ___________________

Bonus is determined by the Executive Committee and the Board of Directors each
year.

The bonus opportunity will be calculated on the weighted average of bonus
achievement of the Company's major businesses as follows:

                        Eddie Bauer          30%
                        Spiegel Catalog      25%
                        FCNB                 25%
                        Newport News         20%
                                             --
                                            100%

 Dated: _________________________

__________________________________                    __________________________
Spiegel, Inc.                                         James R. Cannataro

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                              EMPLOYMENT AGREEMENT

                                   SCHEDULE A
                                   ----------

This Schedule A is made a part of the Employment Agreement between Spiegel, Inc.
and James R. Cannataro dated ________________________.

Annual compensation effective ______________________will be Four Hundred Ten
Thousand Dollars ($410,000.00).

Bonus opportunity for each year of this contract shall be  75 % of base salary.
                                                          ---

Dated: ______________________

_____________________________                         __________________________
Spiegel, Inc.                                         James R. Cannataro