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                                                                     EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of January 10, 2002, by and among Wilsons The Leather Experts
Inc., a Minnesota corporation (the "COMPANY"), and the investors signatory
hereto (each, including their respective successors and assigns, a "PURCHASER"
and collectively, the "PURCHASERS").

         This Agreement is made pursuant to the Common Stock Purchase Agreement,
dated as of the date hereof among the Company and the Purchasers (the "PURCHASE
AGREEMENT").

         The Company and the Purchasers hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1:

         "EFFECTIVENESS DATE" means, with respect to (a) the initial
Registration Statement required to be filed under this Agreement, the earlier of
(i) the 120th day following the Closing Date and (ii) the fifth Trading Day
following the date on which the Company is notified by the Commission that such
Registration Statement will not be reviewed or is no longer subject to further
review and comments, and, (b) any additional Registration Statement required to
be filed pursuant to Section 2(c), (i) the 120th day following the Option
Closing Date and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such Registration Statement will not
be reviewed or is no longer subject to further review and comments.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section
2(a).

         "FILING DATE" with respect to (a) the initial Registration Statement
required to be filed under this Agreement, the 30th day following the Closing
Date and (b) any additional Registration Statement required to be filed pursuant
to Section 2(c), the 15th day following the Option Closing Date.

         "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

         "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

         "LOSSES" shall have the meaning set forth in Section 5(a).

         "OPTION CLOSING DATE" shall have the meaning set forth in the Purchase
Agreement.

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         "OPTION SHARES" shall have the meaning set forth in the Purchase
Agreement.

         "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened in writing.

         "PROSPECTUS" means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         "REGISTRABLE SECURITIES" means the Shares and, if the provisions of
Section 2(c) become applicable, the Option Shares issued or issuable under the
Purchase Agreement.

         "REGISTRATION STATEMENT" means the initial registration statement
required to be filed under this Agreement and any additional registration
statement contemplated by Section 2(c), including (in each case) the Prospectus,
amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference in
such registration statement.

         "RULE 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "RULE 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "RULE 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "SHARES" means all shares of Common Stock issued or issuable to the
Purchasers pursuant to the Purchase Agreement.

         "SPECIAL COUNSEL" means Robinson Silverman Pearce Aronsohn & Berman
LLP.

         2. REGISTRATION.

                  (a) On or prior to each Filing Date, the Company shall prepare
         and file with the Commission a Registration Statement covering the
         resale of all Registrable Securities for an offering to be made on a
         continuous basis pursuant to Rule 415. Each Registration Statement
         shall be on Form S-3 (except if the Company is not then eligible to
         register for resale the


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         Registrable Securities on Form S-3, in which case such registration
         shall be on another appropriate form in accordance herewith) and shall
         contain (except if otherwise agreed by the Holders) the "PLAN OF
         DISTRIBUTION" attached hereto as ANNEX A. The Company shall use its
         best efforts to cause each Registration Statement to be declared
         effective under the Securities Act as promptly as possible after the
         filing thereof, but in any event prior to its Effectiveness Date, and
         shall use its best efforts to keep such Registration Statement
         continuously effective under the Securities Act until the date which is
         two years after the date that such Registration Statement is declared
         effective by the Commission or such earlier date when all Registrable
         Securities covered by a Registration Statement have been sold or may be
         sold without volume restrictions pursuant to Rule 144(k) as determined
         by the counsel to the Company pursuant to a written opinion letter to
         such effect, addressed and acceptable to the Company's transfer agent
         and the affected Purchasers (the "EFFECTIVENESS PERIOD").

                  (b) If: (i) a Registration Statement is not filed on or prior
         to its Filing Date (if the Company files such Registration Statement
         without affording the Holder the opportunity to review and comment on
         the same as required by Section 3(a), the Company shall not be deemed
         to have satisfied clause (i)), or (ii) the Company fails to file with
         the Commission a request for acceleration in accordance with Rule 461
         promulgated under the Securities Act, within five Trading Days of the
         date that the Company is notified (orally or in writing, whichever is
         earlier) by the Commission that a Registration Statement will not be
         "reviewed," or not subject to further review, or (iii) the Company
         fails to respond to any comments made by the Commission within fifteen
         Trading Days after the receipt of such comments, or (iv) a Registration
         Statement filed hereunder is not declared effective by the Commission
         by the Effectiveness Date, or (v) after a Registration Statement is
         filed with and declared effective by the Commission, such Registration
         Statement ceases to be effective as to all Registrable Securities to
         which it is required to relate at any time prior to the expiration of
         the Effectiveness Period without being succeeded within fifteen Trading
         Days by an amendment to such Registration Statement or by a subsequent
         Registration Statement filed with and declared effective by the
         Commission, (vi) an amendment to a Registration Statement is not filed
         by the Company with the Commission within fifteen Trading Days of the
         Commission's notifying the Company that such amendment is required in
         order for a Registration Statement to be declared effective, or (vii)
         the Company suspends the use of the Registration Statement by the
         Holders for more than twenty Trading Days (any such failure or breach
         being referred to as an "EVENT," and for purposes of clause (i) or (iv)
         the date on which such Event occurs, or for purposes of clause (ii) the
         date on which such five Trading Day-period is exceeded, or for purposes
         of clauses (iii), (v) or (vi) the date which such fifteen Trading
         Day-period is exceeded, or for purposes of clause (vii) the date which
         such twenty Trading Day period is exceeded being referred to as "EVENT
         Date"), then: (x) on each such Event Date the Company shall pay to each
         Holder an amount in cash, as liquidated damages and not as a penalty,
         equal to 1.5% of the aggregate purchase price paid by such Holder
         pursuant to the Purchase Agreement; and (y) on each monthly anniversary
         of each such Event Date thereof (if the applicable Event shall not have
         been cured by such date) until the applicable Event is cured, the
         Company shall pay to each Holder an amount in cash, as liquidated
         damages and not as a penalty, equal to 1.5% of the aggregate purchase
         price paid by such Holder pursuant to the Purchase Agreement. If the
         Company fails to pay any liquidated damages pursuant to this Section in
         full within seven days after the date payable, the Company will pay
         interest thereon at a rate of 12% per annum (or such lesser maximum
         amount that is permitted to be paid by


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         applicable law) to the Holder, accruing daily from the date such
         liquidated damages are due until such amounts, plus all such interest
         thereon, are paid in full.

                  (c) If the Purchasers under the Purchase Agreement exercise
         the investment option contemplated in Section 2.4 of the Purchase
         Agreement, then the Company shall file an additional Registration
         Statement to register the resale of the Option Shares to be issued to
         the Purchasers on the Option Closing Date. If the Option Closing Date
         occurs prior to the date that the initial Registration Statement
         contemplated by this Agreement is filed with the Commission, then the
         Company shall include the Option Shares in such initial Registration
         Statement and file and cause such initial Registration Statement to be
         declared effective as required by this Agreement.

         3. REGISTRATION PROCEDURES

         In connection with the Company's registration obligations hereunder,
the Company shall:

                  (a) Not less than five Trading Days prior to the filing of a
         Registration Statement or any related Prospectus or any amendment or
         supplement thereto, the Company shall, (i) furnish to the Holders and
         their Special Counsel copies of all such documents proposed to be filed
         (including documents incorporated or deemed incorporated by reference)
         which documents will be subject to the review of such Holders and their
         Special Counsel, and (ii) cause its officers and directors, counsel and
         independent certified public accountants to respond to such inquiries
         as shall be necessary, in the reasonable opinion of respective counsel,
         to conduct a reasonable investigation within the meaning of the
         Securities Act. The Company shall not file a Registration Statement or
         any such Prospectus or any amendments or supplements thereto to which
         the Holders of a majority of the Registrable Securities and their
         Special Counsel shall reasonably object in good faith.

                  (b) (i) Prepare and file with the Commission such amendments,
         including post-effective amendments, to a Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         such Registration Statement continuously effective as to the applicable
         Registrable Securities for the Effectiveness Period and prepare and
         file with the Commission such additional Registration Statements in
         order to register for resale under the Securities Act all of the
         Registrable Securities; (ii) cause the related Prospectus to be amended
         or supplemented by any required Prospectus supplement, and as so
         supplemented or amended to be filed pursuant to Rule 424; (iii) respond
         as promptly as reasonably possible, and in any event within ten days,
         to any comments received from the Commission with respect to a
         Registration Statement or any amendment thereto and, as promptly as
         reasonably possible, provide the Holders true and complete copies of
         all correspondence from and to the Commission relating to such
         Registration Statement; and (iv) comply in all material respects with
         the provisions of the Securities Act and the Exchange Act with respect
         to the disposition of all Registrable Securities covered by a
         Registration Statement during the applicable period in accordance with
         the intended methods of disposition by the Holders thereof set forth in
         such Registration Statement as so amended or in such Prospectus as so
         supplemented.


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                  (c) Notify the Holders of Registrable Securities to be sold
         and their Special Counsel as promptly as reasonably possible (and, in
         the case of (i)(A) below, not less than three Trading Days prior to
         such filing) and (if requested by any such Person) confirm such notice
         in writing no later than one Trading Day following the day (i)(A) when
         a Prospectus or any Prospectus supplement or post-effective amendment
         to a Registration Statement is proposed to be filed; (B) when the
         Commission notifies the Company whether there will be a "review" of
         such Registration Statement and whenever the Commission comments in
         writing on such Registration Statement (the Company shall provide true
         and complete copies thereof and all written responses thereto to each
         of the Holders); and (C) with respect to a Registration Statement or
         any post-effective amendment, when the same has become effective; (ii)
         of any request by the Commission or any other Federal or state
         governmental authority for amendments or supplements to a Registration
         Statement or Prospectus or for additional information; (iii) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of a Registration Statement covering any or all of the
         Registrable Securities or the initiation of any Proceedings for that
         purpose; (iv) of the receipt by the Company of any notification with
         respect to the suspension of the qualification or exemption from
         qualification of any of the Registrable Securities for sale in any
         jurisdiction, or the initiation or threatening of any Proceeding for
         such purpose; and (v) of the occurrence of any event or passage of time
         that makes the financial statements included in a Registration
         Statement ineligible for inclusion therein or any statement made in a
         Registration Statement or Prospectus or any document incorporated or
         deemed to be incorporated therein by reference untrue in any material
         respect or that requires any revisions to a Registration Statement,
         Prospectus or other documents so that, in the case of a Registration
         Statement or the Prospectus, as the case may be, it will not contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                  (d) Use its best efforts to avoid the issuance of, or, if
         issued, obtain the withdrawal of (i) any order suspending the
         effectiveness of a Registration Statement, or (ii) any suspension of
         the qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment.

                  (e) Furnish to each Holder and their Special Counsel, without
         charge, at least one conformed copy of each Registration Statement and
         each amendment thereto, including financial statements and schedules,
         all documents incorporated or deemed to be incorporated therein by
         reference, and all exhibits to the extent requested by such Person
         (including those previously furnished or incorporated by reference)
         promptly after the filing of such documents with the Commission.

                  (f) Promptly deliver to each Holder and their Special Counsel,
         without charge, as many copies of the Prospectus or Prospectuses
         (including each form of prospectus) and each amendment or supplement
         thereto as such Persons may reasonably request. The Company hereby
         consents to the use of such Prospectus and each amendment or supplement
         thereto by each of the selling Holders in connection with the offering
         and sale of the Registrable Securities covered by such Prospectus and
         any amendment or supplement thereto.


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                  (g) Prior to any public offering of Registrable Securities,
         use its best efforts to register or qualify or cooperate with the
         selling Holders and their Special Counsel in connection with the
         registration or qualification (or exemption from such registration or
         qualification) of such Registrable Securities for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as any Holder requests in writing, to keep each such
         registration or qualification (or exemption therefrom) effective during
         the Effectiveness Period and to do any and all other acts or things
         necessary or advisable to enable the disposition in such jurisdictions
         of the Registrable Securities covered by a Registration Statement;
         PROVIDED, that the Company shall not be required to qualify generally
         to do business in any jurisdiction where it is not then so qualified or
         subject the Company to any material tax in any such jurisdiction where
         it is not then so subject.

                  (h) Cooperate with the Holders to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be delivered to a transferee pursuant to a Registration
         Statement, which certificates shall be free, to the extent permitted by
         the Purchase Agreement, of all restrictive legends, and to enable such
         Registrable Securities to be in such denominations and registered in
         such names as any such Holders may request.

                  (i) Upon the occurrence of any event contemplated by Section
         3(c)(v), as promptly as reasonably possible, prepare a supplement or
         amendment, including a post-effective amendment, to a Registration
         Statement or a supplement to the related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference, and
         file any other required document so that, as thereafter delivered,
         neither a Registration Statement nor such Prospectus will contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                  (j) Comply with all applicable rules and regulations of the
         Commission.

                  (k) The Company may require each selling Holder to furnish to
         the Company a certified statement as to the number of shares of Common
         Stock beneficially owned by such Holder and, if requested by the
         Commission, the controlling person thereof.

         4. REGISTRATION EXPENSES. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in a Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company and $10,000 of the fees and disbursements of Special
Counsel for the Holders, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions


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contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

         5. INDEMNIFICATION

                  (a) INDEMNIFICATION BY THE COMPANY. The Company shall,
         notwithstanding any termination of this Agreement, indemnify and hold
         harmless each Holder, the officers, directors, agents and employees of
         each of them, each Person who controls any such Holder (within the
         meaning of Section 15 of the Securities Act or Section 20 of the
         Exchange Act) and the officers, directors, agents and employees of each
         such controlling Person, to the fullest extent permitted by applicable
         law, from and against any and all losses, claims, damages, liabilities,
         costs (including, without limitation, reasonable costs of preparation
         and reasonable attorneys' fees) and expenses (collectively, "LOSSES"),
         as incurred, arising out of or relating to any untrue or alleged untrue
         statement of a material fact contained in the Registration Statement,
         any Prospectus or any form of prospectus or in any amendment or
         supplement thereto or in any preliminary prospectus, or arising out of
         or relating to any omission or alleged omission of a material fact
         required to be stated therein or necessary to make the statements
         therein (in the case of any Prospectus or form of prospectus or
         supplement thereto, in light of the circumstances under which they were
         made) not misleading, except to the extent, but only to the extent,
         that (1) such untrue statements or omissions are based solely upon
         information regarding such Holder furnished in writing to the Company
         by such Holder expressly for use therein, or to the extent that such
         information relates to such Holder or such Holder's proposed method of
         distribution of Registrable Securities and was reviewed and expressly
         approved in writing by such Holder expressly for use in the
         Registration Statement, such Prospectus or such form of Prospectus or
         in any amendment or supplement thereto (it being understood that the
         Holder has approved Annex A hereto for this purpose) or (2) in the case
         of an occurrence of an event of the type specified in Section
         3(c)(ii)-(v), the use by such Holder of an outdated or defective
         Prospectus after the Company has notified such Holder in writing that
         the Prospectus is outdated or defective and prior to the receipt by
         such Holder of the Advice contemplated in Section 6(d). The Company
         shall notify the Holders promptly of the institution, threat or
         assertion of any Proceeding of which the Company is aware in connection
         with the transactions contemplated by this Agreement.

                  (b) INDEMNIFICATION BY HOLDERS. Each Holder shall, severally
         and not jointly, indemnify and hold harmless the Company, its
         directors, officers, agents and employees, each Person who controls the
         Company (within the meaning of Section 15 of the Securities Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling Persons, to the fullest extent permitted
         by applicable law, from and against all Losses, as incurred, arising
         solely out of or based solely upon: (x) such Holder's failure to comply
         with the prospectus delivery requirements of the Securities Act in
         reselling Registrable Securities or (y) any untrue statement of a
         material fact contained in any Registration Statement, any Prospectus,
         or any form of prospectus, or in any amendment or supplement thereto,
         or arising solely out of or based solely upon any omission of a
         material fact required to be stated


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<PAGE>

         therein or necessary to make the statements therein not misleading to
         the extent, but only to the extent, that such untrue statement or
         omission is contained in any information so furnished in writing by
         such Holder to the Company specifically for inclusion in such
         Registration Statement or such Prospectus or to the extent that (1)
         such untrue statements or omissions are based solely upon information
         regarding such Holder furnished in writing to the Company by such
         Holder expressly for use therein, or to the extent that such
         information relates to such Holder or such Holder's proposed method of
         distribution of Registrable Securities and was reviewed and expressly
         approved in writing by such Holder expressly for use in a Registration
         Statement (it being understood that the Holder has approved Annex A
         hereto for this purpose), such Prospectus or such form of Prospectus or
         in any amendment or supplement thereto or (2) in the case of an
         occurrence of an event of the type specified in Section 3(c)(ii)-(v),
         the use by such Holder of an outdated or defective Prospectus after the
         Company has notified such Holder in writing that the Prospectus is
         outdated or defective and prior to the receipt by such Holder of the
         Advice contemplated in Section 6(d). In no event shall the liability of
         any selling Holder hereunder be greater in amount than the dollar
         amount of the net proceeds received by such Holder upon the sale of the
         Registrable Securities giving rise to such indemnification obligation.

                  (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding
         shall be brought or asserted against any Person entitled to indemnity
         hereunder (an "INDEMNIFIED PARTY"), such Indemnified Party shall
         promptly notify the Person from whom indemnity is sought (the
         "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall
         assume the defense thereof, including the employment of counsel
         reasonably satisfactory to the Indemnified Party and the payment of all
         fees and expenses incurred in connection with defense thereof;
         provided, that the failure of any Indemnified Party to give such notice
         shall not relieve the Indemnifying Party of its obligations or
         liabilities pursuant to this Agreement, except (and only) to the extent
         that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal or further
         review) that such failure shall have proximately and materially
         adversely prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
         counsel in any such Proceeding and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be at the
         expense of such Indemnified Party or Parties unless: (1) the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the Indemnifying Party shall have failed promptly to assume the
         defense of such Proceeding and to employ counsel reasonably
         satisfactory to such Indemnified Party in any such Proceeding; or (3)
         the named parties to any such Proceeding (including any impleaded
         parties) include both such Indemnified Party and the Indemnifying
         Party, and such Indemnified Party shall have been advised by counsel
         that a conflict of interest is likely to exist if the same counsel were
         to represent such Indemnified Party and the Indemnifying Party (in
         which case, if such Indemnified Party notifies the Indemnifying Party
         in writing that it elects to employ separate counsel at the expense of
         the Indemnifying Party, the Indemnifying Party shall not have the right
         to assume the defense thereof and such counsel shall be at the expense
         of the Indemnifying Party). In the event that the Indemnifying Party is
         liable to the Indemnified Party for legal expenses, the liability of
         the Indemnifying Party for such legal expenses shall be limited to the
         expenses of a single counsel. The Indemnifying Party shall not be
         liable for any settlement of any such Proceeding effected without its
         written consent, which consent shall not be unreasonably withheld. No
         Indemnifying Party shall, without the prior written consent of the
         Indemnified Party, effect any settlement of any pending


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         Proceeding in respect of which any Indemnified Party is a party, unless
         such settlement includes an unconditional release of such Indemnified
         Party from all liability on claims that are the subject matter of such
         Proceeding.

                  All fees and expenses of the Indemnified Party (including
         reasonable fees and expenses to the extent incurred in connection with
         investigating or preparing to defend such Proceeding in a manner not
         inconsistent with this Section) shall be paid to the Indemnified Party,
         as incurred, within ten Trading Days of written notice thereof to the
         Indemnifying Party (regardless of whether it is ultimately determined
         that an Indemnified Party is not entitled to indemnification hereunder;
         PROVIDED, that the Indemnifying Party may require such Indemnified
         Party to undertake to reimburse all such fees and expenses to the
         extent it is finally judicially determined that such Indemnified Party
         is not entitled to indemnification hereunder).

                  (d) CONTRIBUTION. If a claim for indemnification under Section
         5(a) or 5(b) is unavailable to an Indemnified Party (by reason of
         public policy or otherwise), then each Indemnifying Party, in lieu of
         indemnifying such Indemnified Party, shall contribute to the amount
         paid or payable by such Indemnified Party as a result of such Losses,
         in such proportion as is appropriate to reflect the relative fault of
         the Indemnifying Party and Indemnified Party in connection with the
         actions, statements or omissions that resulted in such Losses as well
         as any other relevant equitable considerations. The relative fault of
         such Indemnifying Party and Indemnified Party shall be determined by
         reference to, among other things, whether any action in question,
         including any untrue or alleged untrue statement of a material fact or
         omission or alleged omission of a material fact, has been taken or made
         by, or relates to information supplied by, such Indemnifying Party or
         Indemnified Party, and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such action,
         statement or omission. The amount paid or payable by a party as a
         result of any Losses shall be deemed to include, subject to the
         limitations set forth in Section 5(c), any reasonable attorneys' or
         other reasonable fees or expenses incurred by such party in connection
         with any Proceeding to the extent such party would have been
         indemnified for such fees or expenses if the indemnification provided
         for in this Section was available to such party in accordance with its
         terms.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata allocation or by any other method of allocation that does
         not take into account the equitable considerations referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section 5(d), no Holder shall be required to contribute, in the
         aggregate, any amount in excess of the amount by which the proceeds
         actually received by such Holder from the sale of the Registrable
         Securities subject to the Proceeding exceeds the amount of any damages
         that such Holder has otherwise been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission.

                  The indemnity and contribution agreements contained in this
         Section are in addition to any liability that the Indemnifying Parties
         may have to the Indemnified Parties.


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<PAGE>

         6. MISCELLANEOUS

                  (a) REMEDIES. In the event of a breach by the Company or by a
         Holder of any of their obligations under this Agreement, each Holder or
         the Company, as the case may be, in addition to being entitled to
         exercise all rights granted by law and under this Agreement, including
         recovery of damages, will be entitled to specific performance of its
         rights under this Agreement. The Company and each Holder agree that
         monetary damages would not provide adequate compensation for any losses
         incurred by reason of a breach by it of any of the provisions of this
         Agreement and hereby further agrees that, in the event of any action
         for specific performance in respect of such breach, it shall waive the
         defense that a remedy at law would be adequate.

                  (b) NO PIGGYBACK ON REGISTRATIONS. Except as and to the extent
         specified in SCHEDULE 6(b) hereto, neither the Company nor any of its
         security holders (other than the Holders in such capacity pursuant
         hereto) may include securities of the Company in a Registration
         Statement other than the Registrable Securities, and the Company shall
         not after the date hereof enter into any agreement providing any such
         right to any of its security holders. Except as and to the extent
         specified in SCHEDULE 6(b) hereto, the Company has not previously
         entered into any agreement granting any registration rights with
         respect to any of its securities to any Person which have not been
         fully satisfied.

                  (c) COMPLIANCE. Each Holder covenants and agrees that it will
         comply with the prospectus delivery requirements of the Securities Act
         as applicable to it in connection with sales of Registrable Securities
         pursuant to the Registration Statement.

                  (d) DISCONTINUED DISPOSITION. Each Holder agrees by its
         acquisition of such Registrable Securities that, upon receipt of a
         notice from the Company of the occurrence of any event of the kind
         described in Section 3(c), such Holder will forthwith discontinue
         disposition of such Registrable Securities under a Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement or until it is advised
         in writing (the "ADVICE") by the Company that the use of the applicable
         Prospectus may be resumed, and, in either case, has received copies of
         any additional or supplemental filings that are incorporated or deemed
         to be incorporated by reference in such Prospectus or Registration
         Statement. The Company may provide appropriate stop orders to enforce
         the provisions of this paragraph.

                  (e) PIGGY-BACK REGISTRATIONS. If at any time during the
         Effectiveness Period there is not an effective Registration Statement
         covering all of the Registrable Securities and the Company shall
         determine to prepare and file with the Commission a registration
         statement relating to an offering for its own account or the account of
         others under the Securities Act of any of its equity securities, other
         than on Form S-4 or Form S-8 (each as promulgated under the Securities
         Act) or their then equivalents relating to equity securities to be
         issued solely in connection with any acquisition of any entity or
         business or equity securities issuable in connection with stock option
         or other employee benefit plans, then the Company shall send to each
         Holder written notice of such determination and, if within fifteen days
         after receipt of such notice, any such Holder shall so request in
         writing, the Company shall include in such registration statement all
         or any part of such Registrable Securities such holder requests to be


                                       -10-

<PAGE>

         registered, subject to customary underwriter cutbacks applicable to all
         holders of registration rights.

                  (f) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the same shall be in writing
         and signed by the Company and the Holders of the then outstanding
         Registrable Securities.

                  (g) NOTICES. Any and all notices or other communications or
         deliveries required or permitted to be provided hereunder shall be in
         writing and shall be deemed given and effective on the earliest of (i)
         the date of transmission, if such notice or communication is delivered
         via facsimile at the facsimile telephone number specified in this
         Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
         the Trading Day after the date of transmission, if such notice or
         communication is delivered via facsimile at the facsimile telephone
         number specified in this Agreement later than 6:30 p.m. (New York City
         time) on any date and earlier than 11:59 p.m. (New York City time) on
         such date, (iii) the Trading Day following the date of mailing, if sent
         by nationally recognized overnight courier service, or (iv) upon actual
         receipt by the party to whom such notice is required to be given. The
         address for such notices and communications shall be as follows:

         If to the Company:  Wilsons The Leather Experts Inc.
                             7401 Boone Avenue North
                             Brooklyn Park, MN 55428
                             Attn: Chief Financial Officer
                             Fax No.: (763) 391-4906

         With a copy to:     Faegre & Benson LLP
                             2200 Wells Fargo Center
                             90 South Street
                             Minneapolis, MN 55420-1650
                             Attn: Kris Sharpe, Esq.
                             Fax No.: (612) 766-1600

         If to a Purchaser: To the address set forth under such Purchaser's name
                            on the signature pages hereto.

         With a copy to:     Robinson Silverman Pearce Aronsohn & Berman LLP
                             1290 Avenue of the Americas
                             New York, NY  10104
                             Facsimile No.: (212) 541-4630 and (212) 541-1432
                             Attn: Eric L. Cohen, Esq.

         If to any other
         Person who is then
         the registered
         Holder:             To the address of such Holder as it appears in the
                             stock transfer books of the Company


                                       -11-

<PAGE>

         or such other address as may be designated in writing hereafter, in the
         same manner, by such Person.

                  (h) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted assigns of
         each of the parties and shall inure to the benefit of each Holder. The
         Company may not assign its rights or obligations hereunder without the
         prior written consent of each Holder. Each Holder may assign their
         respective rights hereunder in the manner and to the Persons as
         permitted under the Purchase Agreement.

                  (i) EXECUTION AND COUNTERPARTS. This Agreement may be executed
         in any number of counterparts, each of which when so executed shall be
         deemed to be an original and, all of which taken together shall
         constitute one and the same Agreement. In the event that any signature
         is delivered by facsimile transmission, such signature shall create a
         valid binding obligation of the party executing (or on whose behalf
         such signature is executed) the same with the same force and effect as
         if such facsimile signature were the original thereof.

                  (j) GOVERNING LAW. All questions concerning the construction,
         validity, enforcement and interpretation of this Agreement shall be
         governed by and construed and enforced in accordance with the internal
         laws of the State of New York, without regard to the principles of
         conflicts of law thereof. Each party agrees that all Proceedings
         concerning the interpretations, enforcement and defense of the
         transactions contemplated by this Agreement (whether brought against a
         party hereto or its respective affiliates, directors, officers,
         shareholders, employees or agents) shall be commenced exclusively in
         the state and federal courts sitting in the City of New York, Borough
         of Manhattan. Each party hereto hereby irrevocably submits to the
         exclusive jurisdiction of the state and federal courts sitting in the
         City of New York, Borough of Manhattan for the adjudication of any
         dispute hereunder or in connection herewith or with any transaction
         contemplated hereby or discussed herein (including with respect to the
         enforcement of the any of this Agreement), and hereby irrevocably
         waives, and agrees not to assert in any Proceeding, any claim that it
         is not personally subject to the jurisdiction of any such court, that
         such Proceeding is improper. Each party hereto hereby irrevocably
         waives personal service of process and consents to process being served
         in any such Proceeding by mailing a copy thereof via registered or
         certified mail or overnight delivery (with evidence of delivery) to
         such party at the address in effect for notices to it under this
         Agreement and agrees that such service shall constitute good and
         sufficient service of process and notice thereof. Nothing contained
         herein shall be deemed to limit in any way any right to serve process
         in any manner permitted by law. Each party hereto hereby irrevocably
         waives, to the fullest extent permitted by applicable law, any and all
         right to trial by jury in any legal proceeding arising out of or
         relating to this Agreement or the transactions contemplated hereby. If
         either party shall commence a Proceeding to enforce any provisions of
         this Agreement, then the prevailing party in such Proceeding shall be
         reimbursed by the other party for its attorneys fees and other costs
         and expenses incurred with the investigation, preparation and
         prosecution of such Proceeding.

                  (k) HEADINGS. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.


                                       -12-

<PAGE>

                  (l) INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
         The obligations of each Purchaser hereunder is several and not joint
         with the obligations of any other Purchaser hereunder, and no Purchaser
         shall be responsible in any way for the performance of the obligations
         of any other Purchaser hereunder. Nothing contained herein or in any
         other agreement or document delivered at any closing, and no action
         taken by any Purchaser pursuant hereto or thereto, shall be deemed to
         constitute the Purchasers as a partnership, an association, a joint
         venture or any other kind of entity, or create a presumption that the
         Purchasers are in any way acting in concert with respect to such
         obligations or the transactions contemplated by this Agreement. Each
         Purchaser shall be entitled to protect and enforce its rights,
         including without limitation the rights arising out of this Agreement,
         and it shall not be necessary for any other Purchaser to be joined as
         an additional party in any proceeding for such purpose.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]



                                       -13-

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                       WILSONS THE LEATHER EXPERTS INC.


                                       By: /s/ Peter G. Michielutti
                                           -------------------------------------
                                       Name:  Peter G. Michielutti
                                       Title: Senior Vice President and
                                              Chief Financial Officer



                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF PURCHASER TO FOLLOW]


                                       -14-

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                      BRICOLEUR CAPITAL MANAGEMENT L.L.C.


                                      By: /s/ Robert M. Poole
                                          --------------------------------------
                                          Robert M. Poole, Managing Director


                                      Address for Notice:
                                      Bricoleur Capital Management LLC
                                      12230 El Camino Real
                                      Suite 100
                                      San Diego, CA  92130
                                      Facsimile No.:
                                      Telephone No.:
                                      Attn: Robert M. Poole, Managing Director

                                      With a copy to:


                                      Robinson Silverman Pearce Aronsohn &
                                         Berman LLP
                                      1290 Avenue of the Americas
                                      New York, NY  10104
                                      Facsimile No.: (212) 541-4630 and
                                                     (212) 541-1432
                                      Attn:  Eric L. Cohen, Esq.







                                       -15-

<PAGE>

                                      [Purchaser]


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

                                      Address for Notice:


                                      Facsimile No.:
                                      Telephone No.:
                                      Attn:

                                      With a copy to:




                                       -16-

<PAGE>

                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

         The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

o        ordinary brokerage transactions and transactions in which the
         broker-dealer solicits purchasers;

o        block trades in which the broker-dealer will attempt to sell the shares
         as agent but may position and resell a portion of the block as
         principal to facilitate the transaction;

o        purchases by a broker-dealer as principal and resale by the
         broker-dealer for its account;

o        an exchange distribution in accordance with the rules of the applicable
         exchange;

o        privately negotiated transactions;

o        short sales;

o        broker-dealers may agree with the Selling Stockholders to sell a
         specified number of such shares at a stipulated price per share;

o        a combination of any such methods of sale; and

o        any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The Selling Stockholder may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.


                                       -17-

<PAGE>

         The Selling Stockholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholders have
informed the Company that it does not have any agreement or understanding,
directly or indirectly, with any person to distribute any of the shares subject
to this Registration Statement.

         The Company is required to pay all fees and expenses incident to the
registration of the shares, including $10,000 of fees and disbursements of
counsel to the Selling Stockholders. The Company has agreed to indemnify the
Selling Stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.


                                       -18-