Exhibit 10.1


[North Atlantic Trading Company logo]


THOMAS F. HELMS, JR.
Chairman of the Board & Chief Executive Officer

March 10, 2005


Mr. Brian Harriss
35 Maher Avenue
Greenwich, CT 06830

RE:   OFFER OF EMPLOYMENT

Dear Brian:

I am pleased to offer you employment with North Atlantic Trading Company, Inc.
and North Atlantic Holding Company, Inc. as Senior Vice President and Chief
Financial Officer. In this position and at this time, you will report to the
Chairman and Chief Executive Officer (both companies and their respective
affiliates being referred to collectively as the "Company" or "NATC"). This
position will have the responsibilities typical of a Chief Financial Officer,
including Finance, Treasury and Accounting functions. This position will require
significant travel, primarily to our Louisville facilities. Additional
responsibilities may be added to your portfolio of reports at the request of the
CEO, from time to time, under this same agreement.

In accordance with our discussions, I have outlined below the principal terms
and conditions of your employment. This letter, when signed by you, will
represent your Employment Agreement:

Commencement Date:            April 4, 2005 (assuming 2004 Form 10-K has been
                              signed and filed by then)

Base Salary:                  $315,000 per annum

Bonuses:                      You will be a participant in the Company's
                              Management Bonus Program under which you will be
                              eligible for a bonus of up to 50% of your then
                              current annual base salary.

                              Bonuses for any year are paid after the completion
                              of the year-end audit for such year and upon the
                              recommendation of the CEO, at his discretion, and
                              after approval by NATC's Board of Directors.

                              In general, you must remain an employee through
                              the payment date to be entitled to receive a
                              bonus.


<PAGE>
Stock Options:                You will be granted options, subject to Board
                              approval, to purchase 10,000 shares of NATC's
                              common stock at an exercise price of not more than
                              $62 per share and upon substantially similar terms
                              and conditions to NATC's 2002 Share Incentive
                              Plan. To satisfy this condition, a new stock
                              option pool will be required. I am recommending
                              such action to the Board of Directors. Your stock
                              options will vest as follows:


                                      DATE              STOCK OPTIONS
                                      ----              -------------
                                  April 4, 2006               2,500
                                  April 4, 2007               2,500
                                  April 4, 2008               2,500
                                  April 4, 2009               2,500

                              The options will vest earlier upon a change of
                              majority ownership of the Company, as will be
                              described in the Plan.

Vacation:                     Four (4) weeks of paid vacation, subject to the
                              Company's policy regarding vacations. Vacation
                              days do not transfer from one year to the next and
                              no compensation is paid for unused vacation.

Severance:                    After you have been employed by the Company for
                              six months, if your employment is terminated by
                              the Company without "cause," you will be paid an
                              amount equal to your then current annual salary
                              over 12 months in accord with the Company's
                              regular payroll cycle. In such event, you will
                              also receive any management bonus you earned and
                              were awarded for the prior year's employment.
                              Further, in such event (i) you will retain any
                              vested stock options, but will forfeit all
                              unvested stock options and (ii) for a period of up
                              to twelve months, the Company will continue to pay
                              certain group health benefits for you. All
                              "additional benefits" described in this letter
                              will expire upon termination of employment for any
                              reason.

                              To continue to receive severance, you will be
                              required to demonstrate reasonable efforts to
                              search for other employment. Further, if you
                              obtain other employment, your severance payments
                              will be reduced by the amount of your new salary,
                              and, if your new employment offers health
                              insurance, the Company's group health payment for
                              your benefit will cease.


<PAGE>
                              Termination for "cause" shall mean (i) a felony
                              conviction of you (as determined by a court of
                              competent jurisdiction, not subject to further
                              appeal), (ii) the commission by you of an act of
                              fraud or embezzlement against the Company, (iii)
                              gross misconduct which is demonstrably willful and
                              deliberate on your part and which is materially
                              detrimental to the Company, (iv) any material
                              breach by you of any agreement with the Company
                              not cured within 10 days after written notice
                              thereof or any material violation of any policies
                              or procedures of the Company, or (v)
                              insubordination consisting of your continued
                              failure to take specific action which is within
                              your individual control and consistent with your
                              status as a senior executive of the Company and
                              your duties and responsibilities after being
                              provided not less than 10 days' written notice.


Automobile:                   NATC will provide you with a car allowance of $500
                              per month, representing the full and total
                              reimbursement. This amount will be "grossed up" in
                              your year end tax reporting.

Additional benefits:          You will be eligible to join the company's group
                              benefit plans under each plan's terms and
                              conditions, such as the Company's Medical and
                              Dental plans (for which you will be eligible 31
                              days after commencement of employment). Attached
                              is a description of the benefit package.

Covenant Not to
Compete And
Confidentiality:              You agree that you will not compete with the
                              Company or its affiliates for a period of one year
                              if you leave the Company, whether voluntarily or
                              involuntarily. You also agree not to disparage the
                              Company, its employees, officers and directors or
                              its business. Further, while an officer of the
                              Company, and after any termination of your
                              employment, you will observe the strict
                              confidentiality of the information concerning the
                              Company, its business, and its employees, officers
                              and directors, and only use such information to
                              further the Company's interests. "Compete," as
                              used in this section means, directly or
                              indirectly: soliciting employees; inducing
                              employees to terminate their employment;
                              influencing any suppliers of goods or services or
                              customers to reduce or cancel any business it does
                              with the Company or its affiliates; or engaging in
                              any business that the Company or its affiliates is
                              engaged in or planned to be engaged in at the time
                              of termination.

<PAGE>
As a condition of employment, a physical examination will be required and must
be successfully completed. Human resources will contact you regarding this
process. Also, you must provide evidence of a valid driver's license.

You have informed us that you are not subject to a confidentiality or
non-compete agreement with any prior employer other than with Hanover Direct,
Inc. Also, as a condition of employment, your references must give adequate
assurance of your ability and character, as determined by us in our discretion.
As you know, Brian, this process has been successfully completed.

Please also note that the terms and conditions of your employment outlined above
are subject to (i) the execution and delivery of this Letter Agreement, (ii) in
the case of bonuses, vacation and other benefits, the applicable plans or
policies of the Company and (iii) in the case of your stock option grant, the
authorization of the Board of Directors of such grant (including the creation of
a new options pool) and your becoming bound by the Exchange and Stockholders'
Agreement applicable to all employee holders of North Atlantic Holding Company
Inc. common stock. This Agreement is governed by New York law.

Under separate cover, we will be sending you a confidentiality agreement
concerning Company information we will be forwarding to you prior to the
commencement of your employment.

I trust that this letter adequately outlines our offer and our discussion.
However, if you have any questions or issues, please do not hesitate to call me.


<PAGE>
We are pleased to offer you this opportunity and look forward to a long and
mutually rewarding relationship.

Sincerely,

/s/ Thomas F. Helms, Jr.

Thomas F. Helms, Jr.
Chairman and Chief Executive Officer

Attachments

cc:     Messrs.:
           J. Africk
           M. Cooper
           J. Dobbins
           G. Gorman
           J. O'Donnell
           D. Rosefsky




ACCEPTED AND AGREED:


/s/ Brian Harriss
---------------------------
    Brian Harriss


       04/10/2005
---------------------------
       Date