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                                                                   Exhibit 10.28

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT
                                    (ROGERS)


     THIS FIRST AMENDMENT (this "Amendment") is made as of March 23, 2000, to
the Employment Agreement dated May 25, 1996 (the "Original Agreement") by and
between WILSONS THE LEATHER EXPERTS INC., a Minnesota corporation (the
"Company"), and DAVID ROGERS, a resident of Minnesota (the "Executive").

     WHEREAS, the Company wishes to continue to secure the Executive's services
as President of the Company under the terms of the Original Agreement as
modified by this Amendment;

     WHEREAS, the Executive wishes to continue to provide such services to the
Company; and

     WHEREAS, the Executive and the Company desire to modify the definitions of
"Employment Year" and "Base Salary" in the Original Agreement.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and undertakings stated herein, the Executive and the Company hereby agree to
amend the Original Agreement as follows:

     A. Section 1 of the Original Agreement is hereby amended in its entirety to
read as follows:

          1. Employment. Subject to all terms and conditions hereof, the Company
     shall employ the Executive as, and the Executive shall serve the Company
     as, President of the Company during the period commencing May 25, 1996 and
     ending at the end of the Employment Period, unless the Executive's
     employment hereunder terminates earlier in accordance with Section 5
     hereof. For purposes of this Agreement, the "Employment Period" shall
     commence on May 25, 1996 and shall end on March 31, 2003, subject to an
     automatic one-year extension on each April 1, commencing on April 1, 2001
     and each April 1 thereafter (provided that the Executive's employment
     hereunder has not previously terminated), unless, not later than ninety
     (90) days prior to the applicable April 1, the Executive or the Company
     shall have given notice to the other party hereto not to extend, or further
     extend, the Employment Period. As a result of the automatic one-year
     extensions, the Employment Period shall not have less than two remaining
     Employment Years at the time of any termination of the Executive's
     employment unless, not later than ninety (90) days prior to an April 1
     preceding such termination, the Executive or the Company shall have given
     notice to the other party hereto not to extend, or further extend, the
     Employment Period.
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     B. The definition of "Employment Year" contained in the Original Agreement
is hereby changed to mean, as applicable, the twelve-month period ending on May
25 for all such twelve-month periods ending on or prior to May 25, 1999, the
period commencing May 26, 1999 and ending March 31, 2000 and each twelve-month
period thereafter during the Employment Period commencing April 1 and ending on
the next March 31.

     C. Section 3(a) of the Original Agreement is hereby amended in its entirety
to read as follows for Employment Years commencing on May 26, 1999 and each
Employment Year thereafter:

          3. Compensation.

               (a) Subject to all terms and conditions hereof, while the
          Executive is employed by the Company hereunder, the Company shall pay,
          or cause one or more of its Subsidiaries to pay, to the Executive a
          base salary ("Base Salary") of $425,000 per Employment Year (prorated
          for any partial Employment Year) or such higher amount as is from time
          to time hereafter established by the Board of Directors or the
          Compensation Committee of the Company. The Executive's annual Base
          Salary shall be payable in substantially equal installments once every
          two weeks. The Board of Directors of the Company or the Compensation
          Committee will review the Executive's Base Salary at the beginning of
          each Employment Year, to determine whether an increase in the annual
          amount thereof is merited. In no event shall the Board of Directors or
          the Compensation Committee reduce the Executive's Base Salary for any
          Employment Year commencing April 1, 2000 or thereafter below the
          greater of $425,000 or the amount of Base Salary paid by the Company
          to the Executive on an annualized basis for the immediately preceding
          Employment Year.

     D. All references in the Original Agreement and this Amendment to "this
Agreement," the "Agreement," "hereunder," "herein," or "hereof" shall be deemed
to be references to the Original Agreement, as amended by this Amendment and as
hereafter amended by any other amendment adopted in accordance with Section 22
of the Original Agreement.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on the date and year first above written.

                                       WILSONS THE LEATHER EXPERTS
                                          INC.


         /s/David Rogers               By: /s/ Joel Waller
-----------------------------              -----------------------------------
Name:  David Rogers                        Name:  Joel Waller
                                           Title:  CEO


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