Exhibit
10.5




**EMPLOYEE
LEASE AGREEMENT**




This
Employee Lease Agreement (this “Agreement”) is made and entered into effective
January 1, 2005 (the “Effective Date”), by and between **Cabela’s
Incorporated** , a
Delaware corporation (“Company”), and **Mudhead
Enterprises, LLC** , a
Nebraska limited liability company (“ME”).




**R
E C I T A L S:**




WHEREAS,
ME desires to utilize certain personnel from Company on an interim basis to
perform certain duties unrelated to the employees’ duties to
Company;




WHEREAS,
the parties believe that Company will obtain various indirect benefits from the
services such employees will perform for ME; and




WHEREAS,
the parties desire to formalize this arrangement and document the same by
entering into this Agreement.




NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the parties agree as follows:




1.  Services . Company
agrees to lease to ME, certain Company employees as follows:




a.  Identification
of Employees . The
specific employees (the “Employees”) and the percentage of time for which they
shall be available to provide services for ME is more fully set forth on Exhibit
“A”, which is attached hereto. After consulting with ME, Company shall be
permitted to amend Exhibit “A” from time to time during the Term (defined below)
and select the Employees to provide the services. The parties further agree to
review Exhibit “A” for accuracy at least semi-annually.




b.  Employees’
Reporting Duties . The
Employees shall report to ME to the extent their services relate to ME matters
and to the President of Company, or his designee, to the extent their services
relate to Company matters. Neither ME nor Company shall hire additional
employees who would be chargeable to the other without the prior written consent
of the other.




c.  Leased
Employee Compensation and Benefits . Company
shall have the sole discretion as to the employee benefits to be provided and
compensation to be paid to the Employees; provided, however, Company agrees to
provide ME with ninety (90) days’ prior written notice of any adjustment to such
benefits and/or compensation.




2.  Compensation . In
consideration of Company’s leasing of the Employees, ME agrees to compensate
Company according to the following terms:




a.  Employee
Services . The
monthly compensation due for the leasing of the Employees to ME shall be
calculated per Employee by multiplying the sum of the Employee’s monthly salary
and monthly benefits cost by the percentage of time the Employee is allocated to
ME, as indicated on Exhibit “A”.










b.  Invoicing . Company
shall invoice ME each month for the services of the Employees allocated to ME
during the preceding month. ME shall pay each month’s invoice in full within
thirty (30) days of receipt.




3.  Insurance . Company
shall furnish and keep workers’ compensation insurance, covering the Employees,
in full force and effect, at all times during the Term.




4.  Independent
Contractor Relationship . None of
the provisions of this Agreement are intended to create any relationship between
the parties other than that of independent entities contracting with each other
solely for the purpose of effecting the provisions of this Agreement. Neither of
the parties, nor any of their respective officers, directors, employees or
agents, shall have the authority to bind the other or shall be deemed or
construed to be the agent, employee or representative of the other except as may
be specifically provided herein or in any other agreement between the parties.
Company acknowledges that it is responsible for all matters related to the
payment of federal, state and local payroll taxes, workers’ compensation
insurance, salaries and fringe benefits for the Employees and compliance with
all applicable employment related laws.




5.  Term . The
initial term of this Agreement is for a 1-year period beginning on the Effective
Date and ending on December 31, 2005 provided, however, that this Agreement will
automatically renew for successive 1-year periods unless either party notifies
the other, no later than 60 days prior to any anniversary date, that it desires
to terminate this Agreement as of such date.




6.  Termination . This
Agreement may also be terminated as follows:




a.  Without
Cause . ME may
terminate this Agreement, without cause, upon thirty (30) days’ prior written
notice to Company. Company may terminate this Agreement, without cause, upon one
hundred eighty (180) day’s prior written notice to ME.




b.  With
Cause . Either
party shall have the right to terminate this Agreement upon written notice of
such termination to the other party in the event that: (i) either party is
in material breach of any provision of this Agreement and the breaching party
has not cured the breach within thirty (30) days of receipt of written
notice from the non-breaching party; (ii) the business of either party is
terminated or suspended; (iii) a petition for bankruptcy is filed by
or against either party; (iv) a receiver is appointed on account of either
party’s insolvency; or (v) if any assignment is made of either party’s
business for the benefit of its creditors.




7.  Severability . If any
provision of this Agreement shall, for any reason, be found to be unenforceable
or illegal, this Agreement shall remain in full force and effect, except for the
unenforceable or illegal provision.




8.  Governing
Law . This
Agreement shall be construed under, and shall be governed by, the laws of the
State of Nebraska.




9.  Assignment . Neither
this Agreement nor any rights or duties under this Agreement may be assigned by
either party except upon written agreement signed by both parties.




2





10.  Amendment . Except
for Exhibit “A”, which may be amended in accordance with Section 1(a),
this Agreement may not be amended except upon written agreement signed by both
parties.




11.  Notices . All
notices and other communications required or permitted to be given hereunder
shall be in writing and shall be considered given and received when (a)
personally delivered to the party, (b) delivered by courier, (c) delivered by
facsimile, or (d) deposited in the United States mail, postage prepaid, return
receipt requested, properly addressed to a party at the address set forth below,
or at such other address as such party shall have specified by notice given in
accordance with the provisions of this Section:




If
      to Company, to:
    If
      to ME, to:Cabela’s
      Incorporated
      Attn:
      President
      One
      Cabela Drive
      Sidney,
      NE 69160
    Mudhead
      Enterprises, LLC
      Attn:
      Richard N. Cabela
      920
      Maple Street
      Sidney,
      NE 69162


12.  Headings . The
headings to the various sections of this Agreement have been inserted for
convenience only and shall not modify, define, limit or expand express
provisions of this Agreement.




13.  Waiver . Waiver
of a breach of or default under any term or provision of this Agreement by
either party, by course of dealing or otherwise, shall not be deemed a waiver of
any other breach of or default under the same or a different provision of this
Agreement.




14.  Entire
Agreement . This
Agreement (including Exhibit “A” which is attached hereto and incorporated
herein by this reference), constitutes the entire written agreement of the
parties with respect to the subject matter of this Agreement and supersedes any
prior written or oral agreements of the parties regarding the subject matter of
this Agreement.




*[signature
page to follow]*











3





IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.




CABELA’S
      INCORPORATEDBy:
    /s/
      Ralph W. CastnerIts:
    Vice
      President and Chief Financial OfficerMUDHEAD
      ENTERPRISES, LLC/s/
      Mary A. CabelaIts:
    Manager





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