##### 



Exhibit 10.49 Reaffirmation of Guaranty April 15, 2004 General Electric Capital Corporation, as Agent
500 West Monroe
Chicago, Illinois 60661
Attn: Wilsons Leather Account Manager Please refer to (1) the Fourth Amended and Restated Credit Agreement dated
as of April 23, 2002 (the Credit Agreement), amending and restating
that certain Third Amended and Restated Credit Agreement dated as of June 19,
2001, amending and restating that certain Second Amended and Restated Credit
Agreement dated as of October 31, 2000, amending and restating that certain
Amended and Restated Credit Agreement dated as of May 24, 1999, amending and
restating that certain Credit Agreement dated as of May 25, 1996 among Wilsons
Leather Holdings Inc. (Borrower), the Loan Parties (as defined
therein), General Electric Capital Corporation, individually and as agent
(Agent) and the Lenders (as defined therein), (2) the First Amendment
to Fourth Amended and Restated Credit Agreement dated as of November 1, 2002
among Borrower, the Loan Parties, Agent and the Lenders, (3) the Limited Waiver
and Second Amendment to Fourth Amended and Restated Credit Agreement dated as
of January 31, 2003 among Borrower, the Loan Parties, Agent and the Lenders,
(4) the Limited Waiver and Third Amendment to Fourth Amended and Restated
Credit Agreement dated as of April 11, 2003 among Borrower, the Loan Parties,
Agent and the Lenders, (5) the Fourth Amendment to Fourth Amended and Restated
Credit Agreement dated as of January 21, 2004 among Borrower, the Loan Parties,
Agent and the Lenders, (6) the Limited Waiver and Fifth Amendment to Fourth
Amended and Restated Credit Agreement dated the date hereof among Borrower, the
Loan Parties, Agent and the Lenders (the Waiver and Fifth Amendment),
(7) the Parent Guaranty dated as of May 25, 1996 (as amended, the Parent
Guaranty) by certain of the undersigned in favor of Agent on behalf of the
Lenders under the Credit Agreement, (8) the Store Guarantors Guaranty (as
amended, the Store Guarantors Guaranty) dated as of May 25, 1996 by
certain of the undersigned in favor of Agent on behalf of the Lenders under the
Credit Agreement, (9) the Joinder Agreement dated July 31, 1997 between Wilsons
International, Inc. and Agent, (10) the Joinder Agreement dated May 24, 1999
between certain of the undersigned and Agent, (11) the Joinder Agreement dated
October 10, 2000 between certain of the undersigned and Agent, (12) the Joinder
Agreement dated October 31, 2000 between certain of the undersigned and Agent,
and (13) the Joinder Agreement dated April 13, 2001 between certain of the
undersigned and Agent. Pursuant to the Fifth Amendment, Lenders have agreed, inter alia, to (i)
waive and amend certain provisions of the Credit Agreement, and (ii) continue
to make Loans and to incur Letter of Credit Obligations and Eligible Trade L/C
Obligations on behalf of Borrower. All capitalized terms used but not
otherwise defined herein have the meaning given to them in the Credit Agreement
or in Schedule A thereto.




---



##### 



We hereby (i) acknowledge receipt of the Waiver and Fifth Amendment, (ii)
acknowledge and reaffirm all of our obligations and undertakings under the
Parent Guaranty and the Store Guarantors Guaranty (as applicable)
(collectively, the Guaranties), and (iii) acknowledge and agree that
subsequent to, and taking into account such Waiver and Fifth Amendment, the
Guaranties are and shall remain in full force and effect in accordance with the
terms thereof. PARENTS:Wilsons The Leather Experts Inc.
Wilsons Center, Inc.
Rosedale Wilsons, Inc.
River Hills Wilsons, Inc.By: /s/ Peter G. Michielutti

Title: Executive Vice President and CFO

The authorized officer of each of the foregoing corporationsSTORE GUARANTORS:Bermans The Leather Experts Inc.
Florida Luggage Corp.
Wilsons Leather Direct Inc.
Wilsons International Inc.
Wilsons Leather of Airports Inc.
Wilsons Leather of Alabama Inc.
Wilsons Leather of Arkansas Inc.
Wilsons Leather of Canada Ltd.
Wilsons Leather of Connecticut Inc.
Wilsons Leather of Delaware Inc.
Wilsons Leather of Florida Inc.
Wilsons Leather of Georgia Inc.
Wilsons Leather of Indiana Inc.
Wilsons Leather of Iowa Inc.
Wilsons Leather of Louisiana Inc.
Wilsons Leather of Maryland Inc.
Wilsons Leather of Massachusetts Inc.
Wilsons Leather of Michigan Inc.
Wilsons Leather of Mississippi Inc.
Wilsons Leather of Missouri Inc.
Wilsons Leather of New Jersey Inc.
Wilsons Leather of New York Inc.
Wilsons Leather of North Carolina Inc.
Wilsons Leather of Ohio Inc.
Wilsons Leather of Pennsylvania Inc.
 S-1




---



##### 



Wilsons Leather of Rhode Island Inc.
Wilsons Leather of South Carolina Inc.
Wilsons Leather of Tennessee Inc.
Wilsons Leather of Texas Inc.
Wilsons Leather of Vermont Inc.
Wilsons Leather of Virginia Inc.
Wilsons Leather of West Virginia Inc.
Wilsons Leather of Wisconsin Inc.
WWT, Inc.By: /s/ Peter G. Michielutti

Title: Executive Vice President and CFO

The authorized officer of each of the foregoing corporations
 S-2