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                                                                    Exhibit 10.2


                     AMENDED AND RESTATED SECURITY AGREEMENT
                     ---------------------------------------

     This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 19, 2001, by
WILSONS LEATHER HOLDINGS INC., a Minnesota corporation ("Borrower") and the
other grantors listed on the signature pages hereto (collectively "Grantors" and
individually "Grantor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation, in its capacity as Agent for Lenders.

                               W I T N E S S T H:
                               - - - - - - - - -

     WHEREAS, pursuant to that certain Third Amended and Restated Credit
Agreement dated as of the date hereof (including all appendices, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Credit Agreement") by and among Borrower (and certain
of Borrower's corporate Affiliates), Agent and Lenders, Lenders have agreed to
continue to make the Loans and to incur Letter of Credit Obligations and
Eligible Trade L/C Obligations on behalf of Borrower;

     WHEREAS, pursuant to Guaranties dated May 25, 1996 (the "Guaranties")
entered into by the Grantors (other than Borrower) in favor of Agent for the
benefit of Lenders, such other Grantors have guaranteed payment of Borrower's
Obligations under the Credit Agreement;

     WHEREAS, pursuant to (i) a Security Agreement dated as of May 25, 1996,
(ii) a Supplemental Security Agreement dated May 24, 1999, (iii) a Supplemental
Security Agreement dated October 31, 2000, and (iv) various additional
Supplemental Security Agreements and Joinders, various of the Grantors granted
to Agent a security interest in the Collateral in which they had an interest
(collectively the "Prior Security Agreements");

     WHEREAS, pursuant to Joinder Agreements, various Store Guarantors formed or
acquired after May 25, 1996, have joined in and become parties to the
Guaranties; and

     WHEREAS, Agent and Lenders are willing to continue to make the Loans and to
incur Letter of Credit Obligations and Eligible Trade L/C Obligations as
provided for in the Credit Agreement, but only upon the condition, among others,
that Grantors shall have executed and delivered this Amended and Restated
Security Agreement to Agent, for itself and the ratable benefit of Lenders.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantors hereby agree to amend and
restate the Prior Security Agreements as follows:

     1. DEFINED TERMS.

     (a) All capitalized terms used but not otherwise defined herein have the
meanings given to them in the Credit Agreement or in Schedule A thereto. All
other terms
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contained in this Amended and Restated Security Agreement, unless
the context indicates otherwise, have the meanings provided for by the Code to
the extent the same are used or defined therein.

     (b) "Uniform Commercial Code jurisdiction" means any jurisdiction that has
adopted "Revised Article 9" of the Code effective on or after July 1, 2001.

     2. GRANT OF LIEN.

     (a) Grantors hereby reaffirm the grants of security interests in the
Collateral given by the Grantors pursuant to the Prior Security Agreements, as
amended, and to secure the prompt and complete payment, performance and
observance of all of the Obligations, and to induce Agent and Lenders to enter
into the Credit Agreement and to continue to make the Loans and incur Letter of
Credit Obligations and Eligible Trade L/C Obligations as provided for therein in
accordance with the terms and conditions thereof, each Grantor hereby grants,
assigns, conveys, pledges, hypothecates and transfers to Agent, for itself and
the benefit of Lenders, a Lien upon all of its right, title and interest in, to
and under all personal property, whether now owned by or owing to, or hereafter
acquired by or arising in favor of such Grantor (including under any trade
names, styles or derivations thereof), and whether owned or consigned by or to,
or leased from or to, such Grantor, and regardless of where located (all of
which being hereinafter collectively referred to as the "Collateral"),
including:

          (i) all Accounts;

          (ii) all Chattel Paper;

          (iii) all Documents;

          (iv) all Equipment;

          (v) all Fixtures;

          (vi) all General Intangibles (including payment intangibles and
     Software);

          (vii) all Goods;

          (viii) all Instruments;

          (ix) all Inventory;

          (x) all Investment Property;

          (xi) all deposit accounts, of each Grantor, including all blocked
     accounts, concentration accounts, disbursement accounts, and all other bank
     accounts and all deposits therein;


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          (xii) all money, cash or cash equivalents of any Grantor;

          (xiii) all Supporting Obligations and Letter-of-Credit Rights of any
     Grantor; and

          (xiv) to the extent not otherwise included, all Proceeds, tort claims,
     insurance claims and other rights to payments not otherwise included in the
     foregoing and products of the foregoing and all accessions to,
     substitutions and replacements for, and rents and profits of, each of the
     foregoing;

provided, that Contracts and other General Intangibles shall be excluded
therefrom to the extent (and only to the extent) that the granting of a Lien
therein is prohibited by applicable law or, in case of any Contract, by an
enforceable restriction in such Contract which would permit the other party
thereto to terminate such Contact.

     (b) In addition, to secure the prompt and complete payment, performance and
observance of the Obligations and in order to induce Agent and Lenders as
aforesaid, each Grantor hereby grants to Agent, for itself and the benefit of
Lenders, a right of setoff against the property of such Grantor held by Agent or
any Lender, consisting of property described above in Section 2(a) now or
hereafter in the possession or custody of or in transit to Agent or any Lender,
for any purpose, including safekeeping, collection or pledge, for the account of
such Grantor, or as to which such Grantor may have any right or power.

     3. AGENT'S AND LENDERS' RIGHTS; LIMITATIONS ON AGENT'S AND LENDERS'
OBLIGATIONS.

     (a) It is expressly agreed by Grantors that, anything herein to the
contrary notwithstanding, each Grantor shall remain liable under each of its
Contracts and each of its Licenses to observe and perform all the conditions and
obligations to be observed and performed by it thereunder. Neither Agent nor any
Lender shall have any obligation or liability under any Contract or License by
reason of or arising out of this Amended and Restated Security Agreement or the
granting herein of a Lien thereon or the receipt by Agent or any Lender of any
payment relating to any Contract or License pursuant hereto. Neither Agent nor
any Lender shall be required or obligated in any manner to perform or fulfill
any of the obligations of any Grantor under or pursuant to any Contract or
License, or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance
by any party under any Contract or License, or to present or file any claims, or
to take any action to collect or enforce any performance or the payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times.

     (b) Agent may at any time after an Event of Default shall have occurred and
be continuing, immediately upon notice to any Grantor, notify Account Debtors
and other Persons obligated on the Collateral that Agent has a security interest
therein, and that payments shall be made directly to Agent. Upon the request of
Agent, each Grantor shall so notify Account Debtors and other Persons obligated
on Collateral. Once any such notice has been given to any Account Debtor or
other Person obligated on the Collateral, the affected Grantor


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shall not give any contrary instructions to such Account Debtor or other Person
without Agent's prior written consent.

     (c) Agent may at any time in Agent's own name, in the name of a nominee of
Agent or in the name of any Grantor communicate (by mail, telephone, facsimile
or otherwise) with Account Debtors, parties to Contracts and obligors in respect
of Instruments to verify with such Persons, to Agent's satisfaction, the
existence, amount terms of, and any other matter relating to, Accounts, payment
intangibles, Instruments or Chattel Paper. If an Event of Default shall have
occurred and be continuing, Borrower or Ultimate Parent, at its own expense,
shall cause the independent certified public accountants then engaged by
Borrower or Ultimate Parent to prepare and deliver to Agent and each Lender at
any time and from time to time promptly upon Agent's request the following
reports with respect to each Grantor: (i) a reconciliation of all Accounts; (ii)
an aging of all Accounts; (iii) trial balances; and (iv) a test verification of
such Accounts as Agent may request. Each Grantor, at its own expense, shall
deliver to Agent the results of each physical verification, if any, which such
Grantor may in its discretion have made, or caused any other Person to have made
on its behalf, of all or any portion of its Inventory.

     4. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants
that:

     (a) Each Grantor has rights in and, subject to the last proviso in Section
2(a) hereof, the power to transfer each item of the Collateral upon which it
purports to grant a Lien hereunder free and clear of any and all Liens other
than Permitted Encumbrances.

     (b) No effective security agreement, financing statement, equivalent
security or Lien instrument or continuation statement covering all or any part
of the Collateral is on file or of record in any public office, except such as
may have been filed (i) by any Grantor in favor of Agent pursuant to this
Amended and Restated Security Agreement or the other Loan Documents, (ii) in
connection with any other Permitted Encumbrances, and (iii) to evidence
Borrower's interest as Consignor under the Consignment Agreement.

     (c) This Amended and Restated Security Agreement is effective to create a
valid and continuing Lien on and, upon the filing of the appropriate financing
statements listed on Schedule I hereto, a perfected Lien in favor of Agent, for
itself and the benefit of Lenders, on the Collateral with respect to which a
Lien may be perfected by filing pursuant to the Code. Such Lien is prior to all
other Liens, except Permitted Encumbrances that would be prior to Liens in favor
of Agent for the benefit of Agent and Lenders as a matter of law, and is
enforceable as such as against any and all creditors of and purchasers from any
Grantor (other than purchasers, lessees and non-exclusive licensees of Inventory
in the ordinary course of business). All action by any Grantor necessary or
desirable to protect and perfect such Lien on each item of the Collateral has
been duly taken.

     (d) Schedule II hereto lists all Instruments, Letter-of-Credit Rights and
Chattel Paper of each Grantor outstanding on the date hereof. All action by any
Grantor necessary or desirable to protect and perfect the Lien of Agent on each
item set forth on Schedule II (including


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the delivery of all originals thereof to Agent and the legending of all Chattel
Paper as required by Section 5(b) hereof) has been duly taken. The Lien of
Agent, for the benefit of Agent and Lenders, on the Collateral listed on
Schedule II hereto is prior to all other Liens, except Permitted Encumbrances
that would be prior to the Liens in favor of Agent as a matter of law, and is
enforceable as such against any and all creditors of and purchasers from any
Grantor.

     (e) Each Grantor's name as of the Closing Date as it appears in official
filings in the state of its incorporation or other organization, the type of
entity of each Grantor (including corporation, partnership, limited partnership
or limited liability company), organizational identification number issued by
each Grantor's state of incorporation or organization or a statement that no
such number has been issued, each Grantor's state of organization or
incorporation, the location of each Grantor's chief executive office, principal
place of business, offices, all warehouses and premises where Collateral is
stored or located, and the locations of its books and records concerning the
Collateral are set forth on Schedule III, respectively, hereto. Each Grantor has
only one state of incorporation or organization.

     (f) With respect to any Eligible Inventory scheduled or listed on the most
recent Collateral Report delivered to Agent pursuant to the terms of this
Amended and Restated Security Agreement or the Credit Agreement, (i) such
Inventory is located at one of the applicable Grantor's locations set forth on
Schedule III hereto or constitutes Eligible In-Transit Inventory, as applicable,
(ii) no Inventory is now, or shall at any time or times hereafter be stored at
any other location without Agent's prior consent, and if Agent gives such
consent, each applicable Grantor will concurrently therewith obtain, to the
extent required by the Credit Agreement, bailee, landlord and mortgagee
agreements, (iii) the applicable Grantor has good, indefeasible and merchantable
title to such Inventory and such Inventory is not subject to any Lien or
security interest or document whatsoever except for the Lien granted to Agent,
for the benefit of Agent and Lenders, and except for Permitted Encumbrances,
(iv) except as specifically disclosed in the most recent Collateral Report
delivered to Agent, such Inventory is Eligible Inventory of good and
merchantable quality, free from any defects, (v) such Inventory is not subject
to any licensing, patent, royalty, trademark, trade name or copyright agreements
with any third parties which would require any consent of any third party upon
sale or disposition of that Inventory or the payment of any monies to any third
party upon such sale or other disposition, and (vi) the completion of
manufacture, sale or other disposition of such Inventory by Agent following an
Event of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to which any
Grantor is a party or to which such property is subject.

     (g) No Grantor has any interest in, or title to, any Trademark, which is
registered or pending in the United States Patent and Trademark Office and which
is material to its business, except as set forth in Schedule IV hereto. This
Amended and Restated Security Agreement is effective to create a valid and
continuing Lien on and, upon filing of the Trademark Security Agreements with
the United States


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<PAGE>

Patent and Trademark Office, perfected Liens in favor of Agent on each Grantor'
s Trademarks which are registered or pending in such office and such perfected
Liens are enforceable as such as against any and all creditors of and purchasers
from any Grantor. Upon filing of the Trademark Security Agreements with the
United States Patent and Trademark Office and the filing of appropriate
financing statements listed on Schedule I hereto, all action necessary or
desirable to protect and perfect Agent's Lien on each Grantor's Trademarks shall
have been duly taken. The foregoing shall apply only to those Grantors that own
Trademarks.

     5. COVENANTS. Each Grantor covenants and agrees with Agent, for the benefit
of Agent and Lenders, that from and after the date of this Amended and Restated
Security Agreement and until the Termination Date:

     (a) Further Assurances: Pledge of Instruments; Chattel Paper.

          (i) At any time and from time to time, upon the written request of
     Agent and at the sole expense of Grantors, each Grantor shall promptly and
     duly execute and deliver any and all such further instruments and documents
     and take such further actions as Agent may deem desirable to obtain the
     full benefits of this Amended and Restated Security Agreement and of the
     rights and powers herein granted, including (A) using its reasonable
     efforts to secure all consents and approvals necessary or appropriate for
     the assignment to or for the benefit of Agent of any License or Contract
     held by such Grantor and to enforce the security interests granted
     hereunder; and (B) filing any financing or continuation statements under
     the Code with respect to the Liens granted hereunder or under any other
     Loan Document as to those jurisdictions that are not Uniform Commercial
     Code jurisdictions.

          (ii) Upon the request of Agent, each Grantor shall deliver to Agent
     all Collateral consisting of negotiable Documents, certificated securities
     (accompanied by stock powers executed in blank), Chattel Paper and
     Instruments promptly after such Credit Party receives the same.

          (iii) Each Grantor shall, to the extent required under the terms of
     the Credit Agreement, obtain or use its reasonable efforts to obtain
     waivers or subordinations of Liens from landlords and mortgagees.

          (iv) Upon the request of Agent, each Grantor that is or becomes the
     beneficiary of a letter of credit shall promptly notify Agent thereof and
     enter into a tri-party agreement with Agent and the issuer and/or
     confirmation bank with respect to Letter-of-Credit Rights assigning such
     Letter-of-Credit Rights to Agent and directing all payments thereunder to
     the Collection Account, all in form and substance reasonably satisfactory
     to Agent.

          (v) Each Grantor shall take all steps necessary to grant the Agent
     control of all electronic chattel paper in accordance with the Code and all
     "transferable records" as defined in the Uniform Electronic Transactions
     Act.

          (vi) Each Grantor hereby irrevocably authorizes the Agent at any time
     and from time to time to file in any filing office in any Uniform
     Commercial Code jurisdiction any initial financing statements and
     amendments thereto that (a) indicate the


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     Collateral (i) so long as all personal property of Grantors is intended to
     be subject to a security interest hereunder, as all assets of such Grantor
     or words of similar effect, regardless of whether any particular asset
     comprised in the Collateral falls within the scope of Article 9 of the Code
     of the State of Illinois or such jurisdiction, or (ii) as being of an equal
     or lesser scope or with greater detail, and (b) contain any other
     information required by part 5 of Article 9 of the Code of the State of
     Illinois for the sufficiency or filing office acceptance of any financing
     statement or amendment, including (i) whether such Grantor is an
     organization, the type of organization and any organization identification
     number issued to such Grantor, and (ii) in the case of a financing
     statement filed as a fixture filing or indicating Collateral as
     as-extracted collateral or timber to be cut, a sufficient description of
     real property to which the Collateral relates. Each Grantor agrees to
     furnish any such information to the Agent promptly upon request. Each
     Grantor also ratifies its authorization for the Agent to have filed in any
     Uniform Commercial Code jurisdiction any like initial financing statements
     or amendments thereto if filed prior to the date hereof.

          (vii) Each Grantor shall promptly notify Agent of any commercial tort
     claim (as defined in the Code) acquired by it and unless otherwise
     consented by Agent, such Grantor shall enter into a supplement to this
     Amended and Restated Security Agreement, granting to Agent a Lien in such
     commercial tort claim.

     (b) Maintenance of Records. Grantors shall keep and maintain, at their own
cost and expense, satisfactory and complete records of the Collateral, including
a record of any and all payments received and any and all credits granted with
respect to the Collateral and all other dealings with the Collateral. Grantors
shall mark their books and records pertaining to the Collateral to evidence this
Amended and Restated Security Agreement and the Liens granted hereby. If any
Grantor retains possession of any Chattel Paper or Instruments with Agent's
consent, such Chattel Paper and Instruments shall be marked with the following
legend: "This writing and the obligations evidenced or secured hereby are
subject to the security interest of General Electric Capital Corporation, as
Agent, for the benefit of Agent and certain Lenders."

     (c) Covenants Regarding Trademark Collateral.

          (i) Grantors shall notify Agent immediately if they know or have
     reason to know that any application or registration relating to any
     Trademark material to their business (now or hereafter existing) may become
     abandoned or dedicated, or of any adverse determination or development
     (including the institution of, or any such determination or development in,
     any proceeding in the United States Patent and Trademark Office or any
     court) regarding any Grantor's ownership of any Trademark material to their
     business, their right to register the same, or to keep and maintain the
     same.

          (ii) In no event shall any Grantor, either itself or through any
     agent, employee, licensee or designee, file an application for the
     registration of any Trademark with the United States Patent and Trademark
     Office, or any similar office or agency


                                       7
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     without giving Agent written notice thereof within twenty (20) days of such
     filing, and, upon request of Agent, Grantor shall execute and deliver any
     and all Trademark Security Agreements as Agent may request to evidence
     Agent's Lien on such Trademark, and the General Intangibles of such Grantor
     relating thereto or represented thereby.

          (iii) Grantors shall take all actions necessary or requested by Agent
     to maintain and pursue each application, to obtain the relevant
     registration and to maintain the registration of each of the Trademarks
     (now or hereafter existing), including the filing of applications for
     renewal, affidavits of use, affidavits of noncontestability and opposition
     and interference and cancellation proceedings, unless the applicable
     Grantor shall determine that such Trademark is not material to the conduct
     of its business.

          (iv) In the event that any of the Trademark Collateral is infringed
     upon, or misappropriated or diluted by a third party, such Grantor shall
     comply with Section 5(a)(vii) of this Amended and Restated Security
     Agreement. Such Grantor shall, unless such Grantor shall reasonably
     determine that such Trademark Collateral is not material to the conduct of
     its business or operations, promptly sue for infringement, misappropriation
     or dilution and to recover any and all damages for such infringement,
     misappropriation or dilution, and shall take such other actions as such
     Grantor shall deem appropriate under the circumstances to protect such
     Trademark Collateral.

     (d) Indemnification. In any suit, proceeding or action brought by Agent or
any Lender relating to any Collateral for any sum owing with respect thereto or
to enforce any rights or claims with respect thereto, each Grantor will save,
indemnify and keep Agent and Lenders harmless from and against all expense
(including reasonable attorneys' fees and expenses), loss or damage suffered by
reason of any defense, setoff, counterclaim, recoupment or reduction of
liability whatsoever of the Account Debtor or other Person obligated on the
Collateral, arising out of a breach by any Grantor of any obligation thereunder
or arising out of any other agreement, indebtedness or liability at any time
owing to, or in favor of, such obligor or its successors from such Grantor,
except in the case of Agent or any Lender, to the extent such expense, loss, or
damage is attributable solely to the gross negligence or willful misconduct of
Agent or such Lender as finally determined by a court of competent jurisdiction.
All such obligations of Grantors shall be and remain enforceable against and
only against Grantors and shall not be enforceable against Agent or any Lender.

     (e) Compliance with Terms of Accounts, etc. In all material respects, each
Grantor will perform and comply with all obligations in respect of the
Collateral and all other agreements to which it is a party or by which it is
bound relating to the Collateral.

     (f) Limitation on Liens on Collateral. No Grantor will create, permit or
suffer to exist, and each Grantor will defend the Collateral against, and take
such other action as is necessary to remove, any Lien on the Collateral except
Permitted Encumbrances, and will defend the right, title and interest of Agent
and Lenders in and to any of such Grantor's rights under the Collateral against
the claims and demands of all Persons whomsoever.


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     (g) Limitations on Disposition. No Grantor will sell, license, lease,
transfer or otherwise dispose of any of the Collateral, or attempt or contract
to do so except as permitted by the Credit Agreement.

     (h) Further Identification of Collateral. Grantors will, if so requested by
Agent and to the extent required by the Credit Agreement, furnish to Agent, as
often as Agent requests, statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as Agent may reasonably request, all in such detail as Agent may
specify.

     (i) Notices. Grantors will advise Agent promptly, in reasonable detail, (i)
of any Lien (other than Permitted Encumbrances) or claim made or asserted
against any of the Collateral, and (ii) of the occurrence of any other event
which would have a material adverse effect on the aggregate value of the
Collateral or on the Liens created hereunder or under any other Loan Document.

     (j) Good Standing Certificates. Not less frequently than once during each
calendar quarter, Borrower shall, unless Agent shall otherwise consent, provide
to Agent a certificate of good standing from its state of incorporation or
organization.

     (k) No Reincorporation. Without limiting the prohibitions on mergers
involving the Grantors contained in the Credit Agreement, no Grantor shall
reincorporate or reorganize itself under the laws of any jurisdiction other than
the jurisdiction in which it is incorporated or organized as of the date hereof
without the prior written consent of Agent.

     (l) Terminations; Amendments Not Authorized. Each Grantor acknowledges that
it is not authorized to file any financing statement or amendment or termination
statement with respect to any financing statement without the prior written
consent of Agent and agrees that it will not do so without the prior written
consent of Agent, subject to such Grantor's rights under Section 9-509(d)(2).

     (m) Agent will promptly deliver to each Grantor for filing or authorize
each Grantor to prepare and file termination statements and releases in
accordance with Section 11.2(e) of the Credit Agreement.

     (n) No Restriction on Payments to Agent. Grantors shall not enter into any
Contract that restricts or prohibits the grant of a security interest in
Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of
the foregoing to Agent.

     6. AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.

     On the Closing Date each Grantor shall execute and deliver to Agent a power
of attorney (the "Power of Attorney") substantially in the form attached hereto
as Exhibit A. The power of attorney granted pursuant to the Power of Attorney is
a power coupled with an interest and shall be irrevocable until the Termination
Date. The powers conferred on Agent, for the benefit of Agent and Lenders, under
the Power of Attorney are solely to protect Agent's interests


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<PAGE>

(for the benefit of Agent and Lenders) in the Collateral and shall not impose
any duty upon Agent or any Lender to exercise any such powers. Agent agrees that
(a) except for the powers granted in clause (h) of the Power of Attorney, it
shall not exercise any power or authority granted under the Power of Attorney
unless an Event of Default has occurred and is continuing, (b) to the extent
that the Collateral constitutes less than all of Grantors' property, Agent shall
exercise the Power of Attorney only with respect to Collateral, and (c) Agent
shall account for any moneys received by Agent in respect of any foreclosure on
or disposition of Collateral pursuant to the Power of Attorney provided that
none of Agent or any Lender shall have any duty as to any Collateral (other than
a duty to act in a manner that would not constitute gross negligence or willful
misconduct), and Agent and Lenders shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers. NONE OF AGENT,
LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO
ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

     7. REMEDIES: RIGHTS UPON DEFAULT.

     (a) In addition to all other rights and remedies granted to it under this
Amended and Restated Security Agreement, the Credit Agreement, the other Loan
Documents and under any other instrument or agreement securing, evidencing or
relating to any of the Obligations, if any Event of Default shall have occurred
and be continuing, Agent may exercise all rights and remedies of a secured party
under the Code. Without limiting the generality of the foregoing, each Grantor
expressly agrees that in any such event Agent, without demand of performance or
other demand, advertisement or notice of any kind (except the notice specified
below of time and place of public or private sale) to or upon such Grantor or
any other Person (all and each of which demands, advertisements and notices are
hereby expressly waived to the maximum extent permitted by the Code and other
applicable law), may forthwith enter upon the premises of such Grantor where any
Collateral is located through self-help, without judicial process, without first
obtaining a final judgment or giving such Grantor or any other Person notice and
opportunity for a hearing on Agent's claim or action and may collect, receive,
assemble, process, appropriate and realize upon the Collateral, or any part
thereof, and may forthwith sell, lease, license, assign, give an option or
options to purchase, or sell or otherwise dispose of and deliver said Collateral
(or contract to do so), or any part thereof, in one or more parcels at a public
or private sale or sales, at any exchange at such prices as it may deem
acceptable, for cash or on credit or for future delivery without assumption of
any credit risk. Agent or any Lender shall have the right upon any such public
sale or sales and, to the extent permitted by law, upon any such private sale or
sales, to purchase for the benefit of Agent and Lenders, the whole or any part
of said Collateral so sold, free of any right or equity of redemption, which
equity of redemption each Grantor hereby releases. Such sales may be adjourned
and continued from time to time with or without notice. Agent shall have the
right to


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<PAGE>

conduct such sales on any Grantor's premises or elsewhere and shall
have the right to use any Grantor's premises without charge for such time or
times as Agent deems necessary or advisable.

     Each Grantor further agrees, if any Event of Default shall have occurred
and be continuing, at Agent's request, to assemble the Collateral and make it
available to Agent at a place or places designated by Agent which are reasonably
convenient to Agent and such Grantor, whether at such Grantor's premises or
elsewhere. Until Agent is able to effect a sale, lease, or other disposition of
Collateral, Agent shall have the right to hold or use Collateral, or any part
thereof, to the extent that it deems appropriate for the purpose of preserving
Collateral or its value or for any other purpose deemed appropriate by Agent.
Agent shall have no obligation to any Grantor to maintain or preserve the rights
of such Grantor as against third parties with respect to Collateral while
Collateral is in the possession of Agent. Agent may, if it so elects, seek the
appointment of a receiver or keeper to take possession of Collateral and to
enforce any of Agent's remedies (for the benefit of Agent and Lenders), with
respect to such appointment without prior notice or hearing as to such
appointment. Agent shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale to the Obligations as
provided in the Credit Agreement, and only after so paying over such net
proceeds, and after the payment by Agent of any other amount required by any
provision of law, need Agent account for the surplus, if any, to any Grantor. To
the maximum extent permitted by applicable law, each Grantor waives all claims,
damages, and demands against Agent or any Lender arising out of the
repossession, retention or sale of the Collateral except such as arise solely
out of the gross negligence or willful misconduct of Agent or such Lender as
finally determined by a court of competent jurisdiction. Each Grantor agrees
that ten (10) days prior notice by Agent of the time and place of any public
sale or of the time after which a private sale may take place is reasonable
notification of such matters. Grantors shall remain liable for any deficiency if
the proceeds of any sale or disposition of the Collateral are insufficient to
pay all Obligations, including any attorneys' fees and other expenses incurred
by Agent or any Lender to collect such deficiency.

     (b) Except as otherwise specifically provided herein, each Grantor hereby
waives presentment, demand, protest or any notice (to the maximum extent
permitted by applicable law) of any kind in connection with this Amended and
Restated Security Agreement or any Collateral.

     (c) To the extent that applicable law imposes duties on the Agent to
exercise remedies in a commercially reasonable manner, each Grantor acknowledges
and agrees that it is not commercially unreasonable for the Agent (a) to fail to
incur expenses reasonably deemed significant by the Agent to prepare Collateral
for disposition or otherwise to complete raw material or work in process into
finished goods or other finished products for disposition, (b) to fail to obtain
third party consents for access to Collateral to be disposed of, or to obtain
or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or
disposed of, (c) to fail to exercise collection remedies against Account Debtors
or other Persons obligated on Collateral or to remove Liens on or any adverse
claims against Collateral, (d) to exercise collection remedies against Account
Debtors and other Persons obligated on Collateral directly or through the use of
collection agencies and other collection specialists, (e) to advertise
dispositions of Collateral through publications or


                                       11
<PAGE>

media of general circulation, whether or not the Collateral is of a specialized
nature, (f) to contact other Persons, whether or not in the same business as the
Grantor, for expressions of interest in acquiring all or any portion of such
Collateral, (g) to hire one or more professional auctioneers to assist in the
disposition of Collateral, whether or not the Collateral is of a specialized
nature, (h) to dispose of Collateral by utilizing internet sites that provide
for the auction of assets of the types included in the Collateral or that have
the reasonable capacity of doing so, or that match buyers and sellers of assets,
(i) to dispose of assets in wholesale rather than retail markets, (j) to
disclaim disposition warranties, such as title, possession or quiet enjoyment,
(k) to purchase insurance or credit enhancements to insure the Agent against
risks of loss, collection or disposition of Collateral or to provide to the
Agent a guaranteed return from the collection or disposition of Collateral, or
(l) to the extent deemed appropriate by the Agent, to obtain the services of
other brokers, investment bankers, consultants and other professionals to assist
the Agent in the collection or disposition of any of the Collateral. Each
Grantor acknowledges that the purpose of this Section 7(c) is to provide
non-exhaustive indications of what actions or omissions by the Agent would not
be commercially unreasonable in the Agent's exercise of remedies against the
Collateral and that other actions or omissions by the Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this
Section 7(c). Without limitation upon the foregoing, nothing contained in this
Section 7(c) shall be construed to grant any rights to any Grantor or to impose
any duties on Agent that would not have been granted or imposed by this Amended
and Restated Security Agreement or by applicable law in the absence of this
Section 7(c).

     (d) Neither the Agent nor the Lenders shall be required to make any demand
upon, or pursue or exhaust any of their rights or remedies against, any Grantor,
any other obligor, guarantor, pledgor or any other Person with respect to the
payment of the Obligations or to pursue or exhaust any of their rights or
remedies with respect to any collateral therefor or any direct or indirect
guarantee thereof. Neither the Agent nor the Lenders shall be required to
marshal the Collateral or any guarantee of the Obligations or to resort to the
Collateral or any such guarantee in any particular order, and all of its and
their rights hereunder or under any other Loan Document shall be cumulative. To
the extent it may lawfully do so, each Grantor absolutely and irrevocably waives
and relinquishes the benefit and advantage of, and covenants not to assert
against the Agent or any Lender, any valuation, stay, appraisement, extension,
redemption or similar laws and any and all rights or defenses it may have as a
surety now or hereafter existing which, but for this provision, might be
applicable to the sale of any Collateral made under the judgment, order or
decree of any court, or privately under the power of sale conferred by this
Amended and Restated Security Agreement, or otherwise. Without limiting the
generality of the foregoing, each Grantor (a) agrees that it will not invoke or
utilize any law which might prevent, cause a delay in or otherwise impede the
enforcement of the rights of the Agent or any Lender in the Collateral, (b)
waives its rights under all such laws and (c) agrees that it will not invoke or
raise as a defense to any enforcement by the Agent or any Lender of any rights
and remedies relating to the Collateral or the Obligations any legal or
contractual requirement with which the Agent or any Lender may have in good
faith failed to comply.

     8. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY COLLATERAL. For the
purpose of enabling Agent to exercise rights and remedies under


                                       12
<PAGE>

Section 7 hereof (including, without limiting the terms of Section 7 hereof, in
order to take possession of, hold, preserve, process, assemble, prepare for
sale, market for sale, sell or otherwise dispose of Collateral) at such time as
Agent shall be lawfully entitled to exercise such rights and remedies, each
Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an
irrevocable, nonexclusive license (exercisable without payment of royalty or
other compensation to such Grantor) to use, license or sublicense any Trademark
or trade secret now owned or hereafter acquired by such Grantor, and wherever
the same may be located, and including in such license access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof.

     9. LIMITATION ON AGENT'S AND LENDERS' DUTY IN RESPECT OF COLLATERAL. Agent
and each Lender shall use reasonable care with respect to the Collateral in its
possession or under its control. Neither Agent nor any Lender shall have any
other duty as to any Collateral in its possession or control or in the
possession or control of any agent or nominee of Agent or such Lender, or any
income thereon or as to the preservation of rights against prior parties or any
other rights pertaining thereto.

     10. REINSTATEMENT. This Amended and Restated Security Agreement shall
remain in full force and effect and continue to be effective should any petition
be filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any
significant part of any Grantor's assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of
the Obligations, whether as a "voidable preference," "fraudulent conveyance," or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

     11. NOTICES. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give and serve upon any
other party any communication with respect to this Amended and Restated Security
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.

     12. SEVERABILITY. Whenever possible, each provision of this Amended and
Restated Security Agreement shall be interpreted in a manner as to be effective
and valid under applicable law, but if any provision of this Amended and
Restated Security Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Amended and Restated Security Agreement. This Amended and
Restated Security Agreement is to be read, construed and applied together with
the Credit


                                       13
<PAGE>

Agreement and the other Loan Documents which, taken together, set forth the
complete understanding and agreement of Agent, Lenders and Grantors with respect
to the matters referred to herein and therein.

     13. NO WAIVER; CUMULATIVE REMEDIES. Neither Agent nor any Lender shall by
any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder, and no waiver shall be valid unless in writing, signed by
Agent and then only to the extent therein set forth. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Agent would otherwise have had on any future occasion.
No failure to exercise nor any delay in exercising on the part of Agent or any
Lender, any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or future exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
hereunder provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights and remedies provided by law. None of the
terms or provisions of this Amended and Restated Security Agreement may be
waived, altered, modified or amended except by an instrument in writing, duly
executed by Agent and Grantors.

     14. LIMITATION BY LAW. All rights, remedies and powers provided in this
Amended and Restated Security Agreement may be exercised only to the extent that
the exercise thereof does not violate any applicable provision of law, and all
the provisions of this Amended and Restated Security Agreement are intended to
be subject to all applicable mandatory provisions of law that may be controlling
and to be limited to the extent necessary so that they shall not render this
Amended and Restated Security Agreement invalid, unenforceable, in whole or in
part, or not entitled to be recorded, registered or filed under the provisions
of any applicable law.

     15. TERMINATION OF THIS AMENDED AND RESTATED SECURITY AGREEMENT. Subject to
Section 10 hereof, this Amended and Restated Security Agreement shall terminate
upon the Termination Date.

     16. SUCCESSORS AND ASSIGNS. This Amended and Restated Security Agreement
and all obligations of Grantors hereunder shall be binding upon the successors
and assigns of each Grantor (including any debtor-in-possession on behalf of
such Grantor) and shall, together with the rights and remedies of Agent, for the
benefit of Agent and Lenders, hereunder, inure to the benefit of Agent and
Lenders, all future holders of any instrument evidencing any of the Obligations
and their respective successors and assigns. No sales of participations, other
sales, assignments, transfers or other dispositions of any agreement governing
or instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner impair the Lien granted to Agent, for the benefit of
Agent and Lenders, hereunder. No Grantor may assign, sell, hypothecate or
otherwise transfer any interest in or obligation under this Amended and Restated
Security Agreement.

     17. COUNTERPARTS. This Amended and Restated Security Agreement may be
authenticated in any number of separate counterparts, each of which shall
collectively


                                       14
<PAGE>

and separately constitute one agreement. This Amended and Restated Security
Agreement may be authenticated by manual signature, facsimile or, if approved in
writing by Agent, electronic means, all of which shall be equally valid.

     18. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS AMENDED AND RESTATED SECURITY AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. EACH GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN COOK COUNTY, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTORS,
AGENT AND LENDERS PERTAINING TO THIS AMENDED AND RESTATED SECURITY AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO
THIS AMENDED AND RESTATED SECURITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
PROVIDED, THAT AGENT, LENDERS AND GRANTORS ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF COOK COUNTY,
AND, PROVIDED, FURTHER, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT.
EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR HEREBY WAIVES
ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH
GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH GRANTOR AT THE ADDRESS OF BORROWER SET FORTH ON SCHEDULE
J TO THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN
THE U.S. MAILS, PROPER POSTAGE PREPAID.

     19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON


                                       15
<PAGE>

AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN
ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES ARISING HEREUNDER OR
RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, AMONG AGENT, LENDERS, AND GRANTORS ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION
WITH, THIS AMENDED AND RESTATED SECURITY AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

     20. SECTION TITLES. The Section titles contained in this Amended and
Restated Security Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.

     21. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in
the negotiation and drafting of this Amended and Restated Security Agreement. In
the event an ambiguity or question of intent or interpretation arises, this
Amended and Restated Security Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provisions of this
Amended and Restated Security Agreement.

     22. ADVICE OF COUNSEL. Each of the parties represents to each other party
hereto that it has discussed this Amended and Restated Security Agreement and,
specifically, the provisions of Section 18 and Section 19, with its counsel.

     23. BENEFIT OF LENDERS. All Liens granted or contemplated herey shall be
for the benefit of Agent, individually, and Lenders, and all proceeds or
payments realized from Collateral in accordance herewith shall be applied to the
Obligations in accordance with the terms of the Credit Agreement.

     24. BORROWER AS AGENT. Each Grantor hereby appoints Borrower as its agent
and attorney-in-fact for purposes of giving and receiving notices under this
Amended and Restated Security Agreement and agrees that any notice hereunder
delivered to Borrower shall be deemed to have been delivered to each Grantor.

     25. PRIOR SECURITY AGREEMENTS. Notwithstanding anything to the contrary
contained herein or in the Prior Security Agreements, Grantors' compliance with
the terms hereof, as the same may be amended and further supplemented from time
to time, shall constitute full compliance with all of the terms of the Prior
Security Agreements.


                                       16
<PAGE>

     IN WITNESS WHEREOF, each Grantor has caused this Amended and Restated
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.

                                       WILSONS THE LEATHER EXPERTS INC.

                                       BERMANS THE LEATHER EXPERTS INC.

                                       RIVER HILLS WILSONS, INC.

                                       ROSEDALE WILSONS, INC.

                                       WILSONS CENTER, INC.

                                       WILSONS INTERNATIONAL INC.

                                       WILSONS LEATHER OF AIRPORTS INC.

                                       WILSONS LEATHER OF ALABAMA INC.

                                       WILSONS LEATHER OF ARKANSAS INC.

                                       WILSONS LEATHER OF CANADA LTD.

                                       WILSONS LEATHER OF CONNECTICUT INC.

                                       WILSONS LEATHER OF DELAWARE INC.

                                       WILSONS LEATHER OF FLORIDA INC.

                                       WILSONS LEATHER OF GEORGIA INC.

                                       WILSONS LEATHER HOLDINGS INC.

                                       WILSONS LEATHER OF INDIANA INC.

                                       WILSONS LEATHER OF IOWA INC.

                                       WILSONS LEATHER OF LOUISIANA INC.

                                       WILSONS LEATHER OF MARYLAND INC.

                                       WILSONS LEATHER OF MASSACHUSETTS INC.

                                       WILSONS LEATHER OF MICHIGAN INC.

                                       WILSONS LEATHER OF MISSISSIPPI INC.

                                       WILSONS LEATHER OF MISSOURI INC.


                                      S-1
<PAGE>

                                       WILSONS LEATHER OF NEW JERSEY INC.

                                       WILSONS LEATHER OF NEW YORK INC.

                                       WILSONS LEATHER OF NORTH CAROLINA INC.

                                       WILSONS LEATHER OF OHIO INC.

                                       WILSONS LEATHER OF PENNSYLVANIA INC.

                                       WILSONS LEATHER OF RHODE ISLAND INC.

                                       WILSONS LEATHER OF SOUTH CAROLINA INC.

                                       WILSONS LEATHER OF TENNESSEE INC.

                                       WILSONS LEATHER OF TEXAS INC.

                                       WILSONS LEATHER OF VERMONT INC.

                                       WILSONS LEATHER OF VIRGINIA INC.

                                       WILSONS LEATHER OF WEST VIRGINIA INC.

                                       WILSONS LEATHER OF WISCONSIN INC.

                                       WILSONS LEATHER DIRECT INC.

                                       WWT INC.

                                       EL PORTAL GROUP, INC.

                                       TRAVELSUPPLIES.COM, LLC

                                       BENTLEY'S LUGGAGE CORP.

                                       FLORIDA LUGGAGE CORP.

                                       By: /s/ Peter G. Michielutti
                                           -------------------------------------
                                       Name: Peter G. Michielutti
                                             -----------------------------------
                                       Title: Senior Vice President and Chief
                                              ----------------------------------
                                              Financial Officer
                                              ----------------------------------
                                              The authorized officer of each of
                                              the foregoing corporations

Accepted and Acknowledged by:

GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent

By: /s/ Leanne C. Manning
    ----------------------------------------

Name: Leanne C. Manning
      --------------------------------------

Title: Duly Authorized Signatory
       -------------------------------------


                                      S-2
<PAGE>

                                   SCHEDULE I
                                   ----------

                              FILING JURISDICTIONS
                              --------------------



                          [to be completed by Grantors]
<PAGE>

                                  SCHEDULE II
                                  -----------

                                   INSTRUMENTS
                                   -----------



                          [To be completed by Grantors]
<PAGE>

                                  SCHEDULE III
                                  ------------

                  SCHEDULES OF OFFICES, LOCATIONS OF COLLATERAL
                  ---------------------------------------------
                   AND RECORDS CONCERNING GRANTORS' COLLATERAL
                   -------------------------------------------


I.   Official name of each Grantor:

II.  Type of entity (i.e. corporation, partnership, limited partnership, limited
     liability company):

III. Organizational Identification numbers issued by each Grantor's state of
     incorporation or organization or a statement that no such number has been
     issued:

IV.  State of Incorporation or Organization of each Grantor:

V.   Chief Executive Office and principal place of business of each Grantor:

VI.  Corporate Offices of each Grantor:

VII. Warehouses:

VIII. Other Premises at which Collateral is Stored or Located:

IX.  Locations of Records Concerning Collateral:


                          [To be completed by Grantors]
<PAGE>

                                   SCHEDULE IV
                                   -----------

                                   TRADEMARKS
                                   ----------



                          [To be completed by Grantors]
<PAGE>

                                    EXHIBIT A
                                    ---------

                                POWER OF ATTORNEY
                                -----------------

     This Power of Attorney is executed and delivered by the undersigned
(individually, "Grantor" and collectively, "Grantors") to General Electric
Capital Corporation, a New York corporation (hereinafter referred to as
"Attorney"), as Agent for the benefit of Agent and Lenders, under a Third
Amended and Restated Credit Agreement and an Amended and Restated Security
Agreement, both dated as of June ___, 2001, and other related documents (the
"Loan Documents"). No person to whom this Power of Attorney is presented, as
authority for Attorney to take any action or actions contemplated hereby, shall
be required to inquire into or seek confirmation from any Grantor as to the
authority of Attorney to take any action described below, or as to the existence
of or fulfillment of any condition to this Power of Attorney, which is intended
to grant to Attorney unconditionally the authority to take and perform the
actions contemplated herein, and each Grantor irrevocably waives any right to
commence any suit or action, in law or equity, against any person or entity
which acts in reliance upon or acknowledges the authority granted under this
Power of Attorney; provided however, that nothing herein shall be deemed to
waive Grantors' rights against Attorney in the event that it exercises its
rights under this Power of Attorney in a manner not permitted by the Loan
Documents. The power of attorney granted hereby is coupled with an interest, and
may not be revoked or canceled by any Grantor without Attorney' s written
consent.

     Each Grantor hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as such Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in
the name of such Grantor or in its own name, from time to time in Attorney's
discretion for the purpose of carrying out the terms of the Loan Documents, to
take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of the Loan Documents and, without limiting the generality of the
foregoing, each Grantor hereby grants to Attorney the power and right, on behalf
of such Grantor, without notice to or assent by such Grantor, and at any time,
to do the following: (a) change the mailing address of such Grantor, open a post
office box on behalf of such Grantor, open mail for such Grantor, and ask,
demand, collect, give acquittances and receipts for, take possession of, endorse
any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, and notices in
connection with any property of such Grantor; (b) effect any repairs to any
asset of such Grantor, or continue or obtain any insurance and pay all or any
part of the premiums therefor and costs thereof, and make, settle and adjust all
claims under such policies of insurance, and make all determinations and
decisions with respect to such policies; (c) pay or discharge any taxes, liens,
security interests, or other encumbrances levied or placed on or threatened
against such Grantor or its property; (d) defend any suit, action or proceeding
brought against such Grantor if such Grantor does not defend such suit, action
or proceeding or if Attorney believes that such Grantor is not pursuing such
defense in a manner that will maximize the recovery to Attorney, and settle,
compromise or adjust any suit, action, or proceeding described above and, in
connection therewith, give such discharges or releases as Attorney may deem
appropriate; (e)


                                       1
<PAGE>

file or prosecute any claim, litigation, suit or proceeding in
any court of competent jurisdiction or before any arbitrator, or take any other
action otherwise deemed appropriate by Attorney for the purpose of collecting
any and all such moneys due to such Grantor whenever payable and to enforce any
other right in respect of such Grantor's property; (f) cause the certified
public accountants then engaged by Wilsons The Leather Experts Inc. to prepare
and deliver to Attorney at any time and from time to time, promptly upon
Attorney's request, the following reports: (1) a reconciliation of all accounts,
(2) an aging of all accounts, (3) trial balances, (4) test verifications of such
accounts as Attorney may request, and (5) the results of each physical
verification of inventory; (g) communicate in its own name with any party to any
Contract with regard to the assignment of the right, title and interest of such
Grantor in and under the Contracts and other matters relating thereto; (h) to
the extent that such Grantor's authorization given in Section 5(a)(vii) of the
Security Agreement is not sufficient, to file such financing statements with
respect to the Security Agreement, with or without such Grantor's signature, or
to file a photocopy of the Security Agreement in substitution for a financing
statement, as the Attorney may deem appropriate and to execute in such Grantor's
name such financing statements and amendments thereto and continuation
statements which may require the such Grantor's signature; and (i) execute, in
connection with any sale provided for in any Loan Document, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral and to otherwise direct such sale or resale, all as though Attorney
were the absolute owner of the property of such Grantor for all purposes, and to
do, at Attorney's option and such Grantor's expense, at any time or from time to
time, all acts and other things that Attorney reasonably deems necessary to
perfect, preserve, or realize upon such Grantor's property or assets and
Attorney's Liens thereon, all as fully and effectively as such Grantor might do.
Each Grantor hereby ratifies, to the extent permitted by the Loan Documents and
by law, all that said Attorney shall lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, this Power of Attorney is executed by each Grantor, and
each Grantor has caused its seal to be affixed pursuant to the authority of its
board of directors this _____________ day of _________________________.

                                       WILSONS THE LEATHER EXPERTS INC.

                                       BERMANS THE LEATHER EXPERTS INC.

                                       RIVER HILLS WILSONS, INC.

                                       ROSEDALE WILSONS, INC.

                                       WILSONS CENTER, INC.

                                       WILSONS INTERNATIONAL INC.

                                       WILSONS LEATHER OF AIRPORTS INC.

                                       WILSONS LEATHER OF ALABAMA INC.

                                       WILSONS LEATHER OF ARKANSAS INC.


                                      S-1
<PAGE>

                                       WILSONS LEATHER OF CANADA LTD.

                                       WILSONS LEATHER OF CONNECTICUT INC.

                                       WILSONS LEATHER OF DELAWARE INC.

                                       WILSONS LEATHER OF FLORIDA INC.

                                       WILSONS LEATHER OF GEORGIA INC.

                                       WILSONS LEATHER HOLDINGS INC.

                                       WILSONS LEATHER OF INDIANA INC.

                                       WILSONS LEATHER OF IOWA INC.

                                       WILSONS LEATHER OF LOUISIANA INC.

                                       WILSONS LEATHER OF MARYLAND INC.

                                       WILSONS LEATHER OF MASSACHUSETTS INC.

                                       WILSONS LEATHER OF MICHIGAN INC.

                                       WILSONS LEATHER OF MISSISSIPPI INC.

                                       WILSONS LEATHER OF MISSOURI INC.

                                       WILSONS LEATHER OF NEW JERSEY INC.

                                       WILSONS LEATHER OF NEW YORK INC.

                                       WILSONS LEATHER OF NORTH CAROLINA INC.

                                       WILSONS LEATHER OF OHIO INC.

                                       WILSONS LEATHER OF PENNSYLVANIA INC.

                                       WILSONS LEATHER OF RHODE ISLAND INC.

                                       WILSONS LEATHER OF SOUTH CAROLINA INC.

                                       WILSONS LEATHER OF TENNESSEE INC.

                                       WILSONS LEATHER OF TEXAS INC.

                                       WILSONS LEATHER OF VERMONT INC.

                                       WILSONS LEATHER OF VIRGINIA INC.

                                       WILSONS LEATHER OF WEST VIRGINIA INC.

                                       WILSONS LEATHER OF WISCONSIN INC.

                                       WILSONS LEATHER DIRECT INC.


                                      S-2
<PAGE>

                                       WWT INC.

                                       EL PORTAL GROUP, INC.

                                       TRAVELSUPPLIES.COM, LLC

                                       BENTLEY'S LUGGAGE CORP.

                                       FLORIDA LUGGAGE CORP.

                                       By:
                                           -------------------------------------

                                       Name:
                                             -----------------------------------

                                             The authorized officer of each of
                                             the foregoing corporations



                            NOTARY PUBLIC CERTIFICATE
                            -------------------------

                  On this _____ day of ______________, 200_, [officer's name]
who is personally known to me appeared before me in his/her capacity as the
[title] of [Grantors] ("Grantors") and executed on behalf of Grantors the Power
of Attorney in favor of General Electric Capital Corporation to which this
Certificate is attached.


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


                                      S-3