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EXHIBIT  10-8                                                             PAGE 1

SPIEGEL. INC.

3500 LACEY ROAD
DOWNERS GROVE. ILLINOIS
60515-5432

(630) 986-8800

EXECUTIVE OFFICE
December 1, 1997

Ms. Mary Panvini
Adrien Arpel
720 Fifth Avenue
New York, New York 10019


Dear Mary:

This letter sets forth the terms of your company's participation in the Spiegel
Specialty Catalog Reverse Syndication Marketing Program. The use of the words
"you" and "your" in this Contract/Letter of Agreement ("the Agreement") shall
mean your company as listed above and any division or other subsidiary or
affiliate operating pursuant to the terms and conditions of this Agreement.

1.        SUBMISSION OF SAMPLE AND FINAL MEDIA

                  You agree to timely submit samples of promotional media and/or
                  telemarketing program (together "Media") in advance of any
                  printing or telemarketing for Spiegel's review and written
                  approval. No changes may be made in the Media after such
                  approval by Spiegel. You will furnish 75 pieces of the
                  approved Media to Spiegel.

2.       ORDER ACCEPTANCE AND PROCESSING

                  You will accept and fill all orders for the purchase of the
                  goods and services, if any, described in the Media (such
                  purchase is herein referred to as a "Sale") by persons in
                  whose name an FCNB Preferred(R) Charge Account has been
                  opened, and any other authorized users thereof, or by persons
                  using any other methods of payment, for example, other
                  bankcards, debit cards, checks, etc. (for purposes in the
                  Agreement all foregoing persons making a purchase or order
                  shall be defined as "Accountholders"), subject to the
                  following conditions:

                  a.  For mail orders, you must receive from the Accountholder
                      the order form from the Media or a memorandum (such order
                      form or memorandum is herein referred to as an "Order
                      Form") indicating the Accountholder's desire to purchase
                      the goods and accompanying service, if any, described in
                      the Media and containing the Accountholder's name, account
                      number, and signature;



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                  b.       For phone orders, you must maintain a record or
                           memorandum indicating the Accountholder's request to
                           purchase the goods and accompanying services, such
                           record or memorandum to contain the Accountholder's
                           name and account number only; and

                  c.       All orders charged to a FCNB Preferred(R) Charge
                           account require authorization from the Spiegel FCNB
                           Preferred(R) Charge Credit Department, except for
                           those orders from Accountholders who have already
                           been identified by Spiegel for you as being in a
                           credit-approved status. For such orders, you have
                           authorization to provide merchandise to the
                           Accountholders for up to $75 for a period not to
                           exceed 90 days from the date of the Selection Letter
                           you receive from Spiegel which is the date of the
                           selection of names for your promotion.

3.       SALES MEMORANDUM/BILLING REGISTER

                  Upon shipment of goods or materials evidencing any services,
                  you agree to complete the form of sales memorandum (approved
                  by Spiegel at the inception of the program) evidencing a Sale
                  (such a sales listing sheet or other approved sales memorandum
                  is referred to herein as a "Billing Register") for all Sales,
                  including all check, direct debit and other charge card sales,
                  at the time the goods are shipped to the Accountholders. Each
                  sales memorandum will include: Accountholder's FCNB
                  Preferred(R) Charge account number; the 8 or 12-digit order
                  number; full Accountholder's name and address; total charge
                  for goods or services; delivery charge; total of all charges
                  (or sale, if a direct debit or check transaction); and
                  commission due to Spiegel. You will retain a copy of the
                  Billing Register and remit a copy to Spiegel, once weekly as
                  determined by Spiegel, along with an invoice, after shipment
                  of the goods or materials evidencing any services to the
                  Accountholder.

4        Warranties and Representations

                           You warrant, represent, and agree that:

                  a.       Accuracy

                  All representations and information made in the Media will be
                  accurate and correct and none will be misleading or deceptive,
                  nor will there be any material omissions. All goods delivered
                  will be as described in the Media.

                  b.       Legal Compliance

                  You will comply with all applicable federal and state laws and
                  regulations, including, but not limited to, the
                  Truth-in-Lending Act, the Federal Trade Commission ("FTC")
                  Telemarketing Sales Rules and the FTC Mail or Telephone Order
                  Merchandise Rule, and all other FTC rules regulating
                  merchandise, warranties, and mail/phone order 
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                  transactions. In addition, adherence to the Direct Marketing
                  Association's Fair Information Practices Manual should also be
                  observed.

                  c.       Delivery Deadlines

                  All goods and services described in the Media will be
                  delivered within thirty (30) days after receipt of an order
                  from an FCNB Preferred(R) Charge Customer within such time as
                  specified in the Media, as communicated to the Accountholder,
                  or as otherwise required by law.

                  d.       Insurance/No Infringements/Indemnification

                  Prior to mailing of promotional material to or prior to any
                  telemarketing or other promotional activity with
                  Accountholders, you shall name Spiegel, Inc., 3500 Lacy Road,
                  Downers Grove, Illinois 60515 as an additional insured on your
                  comprehensive general liability insurance policy in the
                  minimum amount of Two Million Dollars. You shall furnish
                  Spiegel with a current Certificate of Insurance evidencing
                  such insurance upon execution of this Agreement and then once
                  annually upon the anniversary date of this Agreement.

                  You agree to defend and indemnify Spiegel against all cost,
                  loss, damage, fine, penalty or expense, including reasonable
                  attorney fees, arising from any product liability or
                  intellectual property claim or from any alleged or actual
                  violation of a state or federal law, rule or regulation
                  related to the products or services under the Program/Media or
                  the marketing, distribution or solicitation of sales under the
                  Program/Media including without limitation, the Federal Trade
                  Commission's Telemarketing Sales Rule and the Federal Trade
                  Commission's Mail or Telephone Order Merchandise Rule.

                  All goods and services described in the Media and the Media
                  itself do not violate any right or property interest therein
                  of any third party, or Spiegel, including, without limitation,
                  such right or property interest based upon patent, trademark,
                  copyright, or trade secret. You agree to defend and indemnify
                  and hold Spiegel, its subsidiaries, parent, and affiliates and
                  all of their respective directors, officers, employees and
                  agents ("Indemnities") harmless from and against any and all
                  liabilities, losses, claims, lawsuits, judgments, damages,
                  fines, penalties and expenses, including, without limitation,
                  costs and expenses of litigation and reasonable counsel fees
                  ("Claim Obligations"), whatsoever arising from any (i)
                  defense, dispute, offset, claim, or counterclaim made by any
                  third party, or Spiegel, that any of the material in the Media
                  and/or the sale by you to any Accountholder of the goods
                  and/or accompanying services, if any, described in the Media
                  or delivered to any person, violates any right and/or property
                  interest of a third party, including, without limitation, any
                  such right or property interest based upon copyright, patent,
                  trademark, trade secret or any other intellectual property
                  right under any state or federal law; (ii) product liability
                  claim; product recall, retrofit or safety notice; or claim of
                  unfitness or impurity of any goods or services sold pursuant
                  to the transactions contemplated by this Agreement; (iii)
                  alleged 
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                  or actual violation of a state or federal law, rule or
                  regulation related to the products or services marketed under
                  the Media or the marketing, distribution or solicitation of
                  sales under the Media including without limitation, the
                  Federal Trade Commission's Telemarketing Sales Rule and the
                  Federal Trade Commission's Mail or Telephone Order Merchandise
                  Rule; (iv) and all claims arising out of this Agreement,
                  except to the extent that the same are caused by Spiegel's
                  agents or employees. Spiegel agrees (i) to give you prompt
                  notice of any claims, demands, suits, proceedings or actions
                  for which we intend to seek indemnification hereunder, (ii)
                  not to compromise or settle any claim against Spiegel for
                  which indemnification is sought without your prior written
                  consent, and (iii) that you shall have the right to select
                  counsel to defend any claim for which indemnification is to be
                  sought, such selection being subject to our approval, which
                  approval shall not be unreasonably withheld.

                  e.       Taxes

                  You are the actual seller or vendor of the merchandise. You
                  agree to collect and pay any and all sales, use, or similar
                  taxes levied on the transactions contemplated by this
                  Agreement.

                  The warranties and representations stated above are cumulative
                  and are to be considered as reaffirmed and restated each time
                  you execute a new Addendum/Schedule.

5.       SUBMISSION OF BILLING REGISTERS

                  No Billing Registers for FCNB Preferred(R) Charge transactions
                  will be presented to Spiegel for credit or payment until after
                  an order has been shipped to the Accountholder or their
                  designated shipping address. Billing Registers for all other
                  direct debit, check or other bankcard transactions shall be
                  sent to Spiegel on a weekly basis.

6.       RECORD RETENTION AND AUDIT

                  You hereby agree that Spiegel may, at any reasonable time, and
                  upon at least three (3) business days' notice, examine any of
                  your records relating to the transactions covered or
                  contemplated by this Agreement. You will retain original order
                  information and proof of shipment for three (3) years and a
                  microfilm copy of those records for an additional two years.
                  You will furnish copies of such documents to Spiegel within
                  two (2) working days after a request is received. You agree
                  that if you cannot provide such copies and the customer
                  disputes the sale, you will authorize a credit to the
                  customer's FCNB Preferred(R) Charge Account and agree to a
                  chargeback by Spiegel to you for such disputed sales without
                  any credit for any adjusting commission due or paid to
                  Spiegel. In addition, you will retain your Purchase Order
                  Agreements with your supplier or manufacturer of the goods and
                  services described in the Media pursuant to the same document
                  retaining guidelines stated above. You shall make available to
                  Spiegel upon three business days notice, all books and records
                  in connection with or related to any and/or all transactions
                  contemplated by this Agreement and any Addenda/Schedules or
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                  related to any sale made pursuant to any Media.

7.       MEDIA APPROVAL

                  You acknowledge and agree that Spiegel has an absolute right
                  to refuse to allow you to mail any promotional material or
                  telemarket any program to Accountholders. In the event of such
                  refusal and provided that you have met all the terms and
                  conditions of this Agreement, Spiegel will reimburse you for
                  the reasonable, actual cost of the Media directly associated
                  with that promotion which you are unable to use for a future
                  promotion.

                  IN NO EVENT SHALL SPIEGEL BE LIABLE FOR SPECIAL OR
                  CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS
                  AGREEMENT OR ANY ADDENDUM/SCHEDULE OR THE CONDUCT OF BUSINESS
                  CONTEMPLATED HEREIN, EVEN IF PRIOR NOTICE FROM YOU OF ANY
                  POSSIBLE DAMAGES HAS BEEN GIVEN TO SPIEGEL.

8.       CUSTOMER SERVICE

                  You agree to resolve all complaints that Spiegel regards as
                  reasonable to the customer 5 satisfaction without cost to
                  Spiegel. You also agree to respond in writing or by telephone
                  to all Spiegel customer correspondence within five (5) working
                  days of receipt of such correspondence. If an Accountholder
                  advises in writing the reasons that the Account-holder refuses
                  to pay for a purchase, Spiegel will promptly notify you
                  thereof; you must then resolve the Accountholder's claim or
                  complaint within thirty (30) days from the date you receive
                  such notification. If you do not resolve the Accountholder's
                  claim or complaint within thirty (30) days, you will, in
                  Spiegel's sole discretion, authorize a credit for this
                  customer.

9.       MERCHANDISE RETURNS/CREDIT REGISTERS

                  In the event the customer returns the merchandise or cancels a
                  membership or subscription for whatever reason, you will
                  credit the customer 5 account for the complete cost of the
                  returned merchandise, and/or canceled membership or
                  subscription, if applicable, and any applicable taxes. Upon
                  request by a customer, you will also refund shipping and
                  handling charges for returning merchandise. You will not make
                  any refunds or adjustments with respect to FCNB Preferred(R)
                  Charge Sales in cash or by check. Instead, when the goods are
                  returned to you or an adjustment is made, you will complete a
                  Credit Register or other credit memorandum approved by Spiegel
                  at the inception of the program (such approved credit
                  memorandum is referred to herein as a "Credit Register"). Such
                  Credit Register will include the following information:

                           -        Accountholder's FCNB Preferred(R) account
                                    number;

                           -        the eight or twelve-digit order number;

                           -        full Accountholder's name and address; U
                                    total merchandise charge;

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                           -        delivery charge;

                           -        total of all charges;

                           -        commission previously paid to Spiegel;

                           -        Bankcard account number, or other payment
                                    method, if not Spiegel FCNB Preferred(R)
                                    Charge.

                  You will remit a copy of the Credit Register to Spiegel within
                  five (5) business days of the date the goods are returned to
                  you or the adjustment is made, whichever is earlier. You will
                  adhere to all other bankcard charge agreements with respect to
                  returns for credit for Sales made with other charge cards.

10.      ACCOUNTHOLDER LIST

                  Spiegel will furnish to you a list of FCNB Preferred(R) Charge
                  Accountholders ("Spiegel List") for your use in performing
                  your rights and obligations under this Agreement. We
                  understand that you may perform various "merges and purges" of
                  such list in accordance with normal industry practice. Such
                  merges and purges shall be made subject, however, to the
                  following:

                  a.       List Return

                  You will return to Spiegel the original tape furnished to you
                  and any copies made by you after any such merge/purge has been
                  completed;

                  b.       Merge/Purge Reports

                  You will send to Spiegel, upon its generation or upon
                  Spiegel's request, any report or documentation which
                  summarizes the result of any such merge and purge by you
                  regarding the Spiegel List;

                  c.       Name Exclusions

                  Any names merged and purged because they are already on your
                  primary customer file when the list was furnished to you will
                  not be considered part of this Agreement for any purpose;

                  d.       Name List Conflicts

                  Spiegel must agree in writing to a merge and purge of Spiegel
                  List names furnished to you against any outside rented list or
                  any other syndication participant list procured for the same
                  solicitation. Spiegel requires that the Spiegel List names
                  will have priority over any outside rented names and any other
                  syndication participant list; that is, the name is credited to
                  our list and dropped from the outside list or syndication
                  participant list; 
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                  e. Use and Non-Disclosure

                  You agree not to disclose any name and address from the
                  Spiegel List, authorized users, and any "ship to" names and
                  addresses provided to you by Spiegel or obtained as a result
                  of any list furnished hereunder. You will use such names
                  and/or addresses only in connection with Sales made in
                  response to the Media, and you will not make and/or maintain
                  such list or part thereof for any other purpose, including for
                  any subsequent solicitations. You will not make any names or
                  addresses supplied to you a part of your database. You also
                  agree not to sell, rent, lend or lease or otherwise give,
                  directly or indirectly, and such names and/or addresses to any
                  other person or organizations for any purpose, and you will
                  not allow any other person or organization to obtain or use
                  any such names and/or addresses. You will not offer to open an
                  account for or offer your own or another credit card to any
                  person by using such names and/or addresses developed from
                  Accountholder orders for the goods and accompanying service,
                  if any, described in the Media.

11.      NO ALTERNATE PAYMENT SOLICITATION

                  You agree that you will not directly or indirectly by any
                  means solicit payment for any potential or actual sales other
                  than by payment to be charged to a customer's FCNB
                  Preferred(R) Charge account for the goods and/or services
                  described in the Media.

12.      INCLUSION OF PAYMENT ALTERNATIVES

                  If you should receive an order from an Accountholder or a
                  non-Accountholder in connection with or as a result of the
                  Media, in the form of cash, check, debit card, or acceptable
                  charge card other than the FCNB Preferred(R) Charge, such
                  order shall be subject to the terms and conditions of this
                  Agreement.

13.      CONTRACT ADDENDUM/SCHEDULE GUIDEBOOK EXHIBITS

                  A Schedule to this Agreement, in the form as provided in
                  Section XI of the Spiegel Re-verse Syndication Program
                  Guidebook, shall be completed and executed for each
                  promotional program or Media offered by you and Spiegel
                  pursuant to this Agreement. Such Schedule(s) shall be serially
                  numbered. This Agreement, together with the Schedule(s) which
                  may be entered into from time to time, and the Operations
                  Guidelines and Exhibits and Tables, copies of which have been
                  furnished to you in the Spiegel Reverse Syndication Program
                  Guidebook, shall constitute the entire Agreement between you
                  and Spiegel.

14.      PAYMENT SCHEDULE

                  Any payments owed to you pursuant to this Agreement shall be
                  made in accordance with the Spiegel Payment Schedule, a copy
                  of which is within the Spiegel Reverse Syndication Program
                  Guidebook in Section VI.
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15.      TERMINATION

                  This Agreement will remain in effect until terminated by
                  either of us on ninety (90) days written notice to the other,
                  except that any such promotional program or Media may be
                  terminated by Spiegel at any time as provided in Paragraph 7
                  herein above. Any termination of the Agreement shall not
                  affect the rights and obligations of the parties hereto
                  (including the duty to pay Spiegel amounts due to it
                  regardless of this Agreement's termination) with respect to
                  any promotional program or Media entered into by execution of
                  a Schedule prior to the termination date. Nothing in this
                  Agreement shall be construed to obligate you to undertake any
                  mailings whatsoever to the Spiegel List, or to grant us any
                  rights with respect to the Media except as provided above in
                  Paragraph 1.

16.      PROPRIETARY INFORMATION

                  Spiegel acknowledges that the contents of the Media is
                  proprietary to you and agrees not to make any use of it or any
                  other name or mark proprietary to you without your prior
                  written approval. You hereby acknowledge that the Spiegel List
                  information is proprietary and confidential to Spiegel and
                  such information shall not be disclosed in any form to any
                  third party or used by you except as specifically authorized
                  in this Agreement.

    17.     NO ASSIGNMENT

                  You may not assign this Agreement or any Schedule without
                  Spiegel's prior written consent. Any attempt to assign or
                  transfer this Agreement or any Schedule by you without
                  Spiegel's prior written consent shall be null and void and
                  have no effect whatsoever.

    18      NO AGENCY

                  This Agreement shall in no way constitute or give rise to a
                  partnership, joint venture, or agency between the parties,
                  including any manufacturer or supplier of any goods or
                  services. All operations and Sales made by you pursuant to any
                  Media are made for and on your behalf only and not as an
                  independent contractor nor agent of Spiegel.

    19.     ENTIRE AGREEMENT

                  This letter, together with the documents specified in
                  Paragraph 13, shall constitute our entire agreement, and
                  supersedes and replaces all other agreements, written or oral,
                  between the parties with regard to the subject matter covered
                  by this Agreement. Spiegel reserves the right to amend this
                  Agreement from time to time on ninety (90) days written notice
                  to you. If any such amendment is unacceptable to you, you may
                  terminate this Agreement as provided in Paragraph 15.

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    20       ENFORCEABILITY

                  If any phrase, sentence, or paragraph of this Agreement, the
                  Reverse Syndication Guidebook, or any Schedule shall to any
                  extent be held invalid, the remainder of such instrument or
                  the application of such provisions to persons or circumstances
                  other than those as to which it is held invalid shall not be
                  affected hereby, and all other phrases, sentences, and
                  paragraphs of this Agreement, the Reverse Syndication
                  Guidebook, or any Schedule shall be valid and enforced to the
                  fullest extent permitted by law.

    21.      CHOICE OF LAW/INJUNCTION

                  This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Illinois. It is
                  specifically agreed that, should you breach the terms of this
                  Agreement (especially Paragraphs 10 and 11), the actual
                  damages of Spiegel may be difficult to ascertain and you waive
                  any procedural objection you have or may have in the future to
                  the entry of a permanent injunction against any telemarketing
                  program or any mailings to Accountholders or to names and/or
                  addresses on the Spiegel List, or against any use of the name
                  "Spiegel, Inc.," "FCNB," or "FCNB Preferred(R) Charge," in
                  addition to any other remedy Spiegel may seek or obtain.

If this Agreement is acceptable to you, please execute two copies of this
Agreement. Retain one copy for you file and return the other to Spiegel. This
Agreement is effective as of the date of this letter, or upon the date of any
mailing of any Media, whichever is earlier.


Very truly yours,


SPIEGEL, INC.


By:      /S/
-----------------------------------------
Title:  Divisional Vice President,
          Customer Development


Accepted and agreed to:


By:     /S/   Mary Panvini
-----------------------------------------
Title:  Senior Vice President,
          General Manager