EXHIBIT 10.1


                       [Claymore Partners Ltd. Letterhead]


                                   VIA COURIER

                                  April 1, 1996


   CONFIDENTIAL

   United States Leather, Inc.
   1110 North Old World Third Street, Suite 400
   Milwaukee, Wisconsin 53203

   Attention:     Mr. Robert Hale
                  Chief Financial Officer

   Dear Sirs:

   This letter is written to summarize our verbal proposal presented to
   Alliance Corporate Finance Group, Inc. ("Alliance") in New York on
   February 12, 1996 as to your appointment of this firm as your financial
   consultants and to outline the services you wish our firm to render.

   We have reviewed briefly United States Leather's ("the Company's") current
   financial condition, its relationship with its lenders and current
   shareholders, and some of the options which might be open to deal with the
   current situation.  In connection with this engagement, we undertake to
   hold confidential any data which the Company may furnish to us, and would
   release same to a third party subject to your prior approval only.

   This is to confirm our understanding that you wish our firm to undertake
   certain services.  We will conduct a detailed on-site review of the
   Company's current financial condition and operating status, develop a
   short term cash-emphasis operating plan structured to attempt to achieve a
   maximum level of positive cash flow, and, further, analyze the Company's
   operations and define in a plan those elements necessary to achieve
   maximum profitability therefrom.  In short, Claymore will prepare and
   execute a turnaround business plan.

   In addition to the services to be performed as outlined hereinabove,
   Claymore's manager of this engagement, W. F. Loftus, will serve during the
   course of such engagement in the capacity of Acting Chief Executive
   Officer and President.

   In connection with the services to be rendered, you have agreed to pay us
   for our time expended at the rate of $1,600 per eight-hour work day, per
   Partner, adjusted for fractions or overruns thereof and billed at such
   rate in 15 minutes increments, plus out of pocket disbursement expenses as
   incurred at cost.  Travel time will be billed at such rate to the extent
   it falls between 9:00 A.M. and 5:00 P.M. on Monday through Friday.  Travel
   at any other time will be charged at half regular rates.  Senior
   Associates from our staff will be billed at $1,280 on the same basis.  We
   will render statements to the Company for approval on a weekly basis which
   are due and payable by the Company on presentation thereof and by wire
   transfer to our bank account.  Please understand that our engagement may
   be terminated by the Company at will so long as the minimum charge for
   professional services is no less than $50,000 and disbursements are
   reimbursed.

   The Company hereby agrees to indemnify and hold harmless Claymore and its
   employees, to the fullest extent permitted by law, from and against any
   and all losses, claims, damages, obligations, penalties, judgments,
   liabilities, costs, expenses and disbursements, including without
   limitation, the costs, expenses and disbursements, including legal fees,
   which it may incur in defending against any claims or legal actions which
   may be brought against it, caused by, relating to, based upon, arising out
   of, or in connection with, any action which may be taken or brought
   against Claymore by or on behalf of any present or future lender to, or
   investor in, the Company, on any matter related to the transactions
   contemplated by this agreement or by any other actions taken pursuant to
   the terms of the engagement undertaken hereby.

   The precautious nature of the near future financial condition of the
   Company without an addition to capital, the immediate availability of an
   acceptable bank facility, and major and immediate improvements in
   operating efficiency, is noted.  Claymore will exert every effort to
   identify what options are both practical to execute and are agreed upon by
   the Company to pursue and to assist the Company in executing same.  It
   should be noted that there is no assurance that within the time frame
   available, and with the current complications as advised, that any such
   effort is ensured of success.

   If the foregoing correctly sets forth our mutual understanding, please
   sign and return a copy of this letter, whereupon it will constitute an
   agreement between us as of the above date.

                                 Very truly yours,

                                 CLAYMORE PARTNERS LTD.

                                 By /s/ William A. Jeffreys
                                      Wm. A. Jeffreys
                                      Member of the Firm

   ACCEPTED AND AGREED TO:
   United States Leather, Inc.

   By /s/ Robert A. Hale

   cc:  W. F. Loftus