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EXHIBIT 10.6 WILSONS THE LEATHER EXPERTS INC.
2000 Long Term Incentive Plan Non-Statutory Stock Option Agreement
(Director)  Full Name of Optionee:No. of Shares Covered:
    Date of Grant:Exercise Price Per
Share:
 This is a Non-Statutory Stock Option Agreement (Agreement) between Wilsons
The Leather Experts Inc., a Minnesota corporation (the Company), and the
optionee identified above (the Optionee) effective as of the date of grant
specified above. Recitals WHEREAS, the Company maintains the Wilsons The Leather Experts Inc.
2000 Long Term Incentive Plan (Plan); and WHEREAS, pursuant to the Plan, a committee (the Committee) has the
authority to determine the awards to be granted under the Plan; and WHEREAS, the Committee has determined that the Optionee is eligible to
receive an award under the Plan in the form of a non-statutory stock
option (the Option). NOW, THEREFORE, the Company hereby grants this Option to the Optionee
under the terms and conditions as follows. Terms and Conditions*  1.
    
    Grant. Subject to the terms and conditions of the Plan and this
Agreement, the Optionee is granted this Option to purchase the number of
Shares specified at the beginning of this Agreement.2.
    
    Exercise Price. The price of each Share subject to this Option
shall be the exercise price specified at the beginning of this Agreement.




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3.
    
    Non-Statutory Stock Option. This Option is not intended to
be an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the Code).4.
    
    Exercise Schedule. This Option shall vest, cumulatively, as to
one-third of the Shares covered hereby, on each of the first, second and
third anniversaries of the date of grant of this Option. If this Option
has not expired prior thereto, it may be exercised in whole or in part
with respect to any Shares as to which this Option has vested.This Option may be exercised in full under the circumstances described in
Section 8 of this Agreement if it has not expired prior thereto.5.
    
    Expiration. This Option shall expire at 5:00 p.m. Central Time on
the earliest of:  (a)
    
    The date occurring ten years after the date of grant of this
Option;(b)
    
    The last day of the period following the termination of
employment of the Optionee during which this Option can be exercised
(as specified in Section 7 of this Agreement) (it being understood
that solely for purposes of the Plan and this Agreement (including
this Section) as provided in Section 2(c) of the Plan, service as a
director of the Company constitutes employment with the Company); or(c)
    
    The date (if any) fixed for cancellation pursuant to Section 8 of
this Agreement.  In no event may anyone exercise this Option, in whole or in part, after it
has expired, notwithstanding any other provision of this Agreement.6.
    
    Procedure to Exercise Option.Notice of Exercise. This Option may be exercised by delivering written
notice of exercise to the Company at the principal executive office of the
Company, to the attention of the Companys Vice President, Human Resources,
in the form attached to this Agreement. The notice shall state the number
of Shares to be purchased, and shall be signed by the person exercising
this Option. If the person exercising this Option is not the Optionee,
he/she also must submit appropriate proof of his/her right to exercise this
Option.Tender of Payment. Upon giving notice of any exercise hereunder, the
person exercising this Option shall provide for payment of the purchase
price of the Shares being purchased through one or a combination of the
following methods:  (a)
    
    Cash;(b)
    
    To the extent permitted by law, a broker-assisted cashless
exercise in which the person exercising this Option irrevocably
instructs a broker to deliver proceeds of a sale of all or a portion
of the Shares to be issued pursuant to the exercise (or a loan secured
by such Shares) to the Company in payment of the purchase price of
such Shares; -2-




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(c)
    
    By delivery to the Company of unencumbered Shares having an
aggregate Fair Market Value (as defined in Section 2(1) of the Plan)
on the date of exercise equal to the purchase price of such Shares; or(d)
    
    By a reduction in the number of Shares delivered to the person
exercising this Option upon exercise, such number of Shares having an
aggregate Fair Market Value on the date of exercise equal to the
purchase price of such Shares.  Notwithstanding the foregoing, the person exercising this Option shall not
be permitted to pay any portion of the purchase price with Shares pursuant
to (c) or (d), above, if, in the opinion of the Committee, payment in such
manner could have adverse financial accounting consequences for the
Company.Delivery of Certificates. As soon as practicable after the Company
receives the notice and purchase price provided for above, it shall deliver
to the person exercising the Option, in the name of such person, a
certificate or certificates representing the Shares being purchased. The
Company shall pay any original issue or transfer taxes with respect to the
issue or transfer of the Shares and all fees and expenses incurred by it in
connection therewith. All Shares so issued shall be fully paid and
nonassessable. Notwithstanding anything to the contrary in this Agreement,
the Company shall not be required to issue or deliver any Shares prior to
the completion of such registration or other qualification of such Shares
under any state or federal law, rule or regulation as the Company shall
determine to be necessary or desirable.7.
    
    Employment Requirement. This Option may be exercised only while
the Optionee remains employed with the Company or a parent or subsidiary
thereof, and only if the Optionee has been continuously so employed since
the date of this Agreement (it being understood that solely for purposes
of the Plan and this Agreement (including this Section), as provided in
Section 2(c) of the Plan, service as a director of the Company constitutes
employment with the Company); provided that:  (a)
    
    This Option may be exercised for three months (or such later
date, if any, as the Committee, in its sole discretion, may determine)
following the day the Optionees employment by the Company ceases if
such cessation of employment is for a reason other than death or
Disability, but only to the extent that it was exercisable immediately
prior to termination of employment.(b)
    
    This Option may be exercised within one year after the Optionees
employment by the Company ceases if such cessation of employment is
because of death or Disability.(c)
    
    If the Optionees employment terminates after a declaration made
pursuant to Section 8 of this Agreement in connection with a
Fundamental Change, this Option may be exercised at any time permitted
by such declaration.  Notwithstanding the above, this Option may not be exercised after it has
expired. -3-




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8.
    
    Acceleration of Option.Death or Disability.This Option may be exercised in full, regardless of
whether such exercise occurs prior to a date on which this Option would
otherwise vest, upon the death or Disability of the Optionee; provided that
the Optionee shall have been continuously employed (as defined in Section
2(c) of the Plan) by the Company or a parent or subsidiary thereof between
the date of this Agreement and the date of such death or Disability.Change in Control. In the event of a Change in Control as defined in
Section 2(f) of the Plan, then, without any action by the Committee, this
Option, to the extent not already exercised in full or otherwise expired,
shall become immediately exercisable in full.Fundamental Change. In the event of a Fundamental Change as defined in
Section 2(m) of the Plan, the Committee may, but shall not be obligated to:  (a)
    
    if the Fundamental Change is a merger or consolidation or
statutory share exchange, make appropriate provision for the
protection of this Option by the substitution for this Option of
options or voting common stock of the corporation surviving any merger
or consolidation or, if appropriate, the parent corporation of the
Company or such surviving corporation, as provided in Section 12(g) of
the Plan; or(b)
    
    declare, at least twenty days prior to the occurrence of the
Fundamental Change, and provide written notice to the Optionee of the
declaration, that this Option, whether or not then exercisable, shall
be canceled at the time of, or immediately prior to the occurrence of,
the Fundamental Change (unless it shall have been exercised prior to
the occurrence of the Fundamental Change). Upon any such declaration,
the holder of this Option shall become entitled to a payment, within
twenty days after the Fundamental Change, of cash or, in the
discretion of the Committee, such other form or forms of
consideration, including cash and/or property, singly or in such
combination as the Committee shall determine, that the Optionee would
have received as a result of the Fundamental Change if the Optionee
had exercised this Option immediately prior to the Fundamental
Change), such payment being, for each Share covered by the canceled
Option, equal to the amount, if any, by which the Fair Market Value
per Share (for this purpose as defined in Section 12(g) of the Plan)
exceeds the exercise price per Share covered by this Option. At the
time of the declaration, this Option shall immediately become
exercisable in full and the holder of this Option shall have the
right, during the period preceding the time of cancellation of this
Option, to exercise this Option as to all or any part of the Shares
covered thereby. In the event of such declaration, this Option, to
the extent not exercised prior to the Fundamental Change, shall be
canceled at the time of, or immediately prior to, the Fundamental
Change, as provided in the declaration. Notwithstanding the
foregoing, the holder of this Option shall not be entitled to the
payment provided for in the declaration if this Option shall have
terminated, expired or been canceled. -4-




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Discretionary Acceleration. The Committee has the power, in its sole
discretion, to declare at any time that this Option shall be immediately
exercisable.  9.
    
    Limitation on Transfer. During the lifetime of the Optionee, only
the Optionee (except as provided below) may exercise this Option. This
Option may not be sold, assigned, transferred, exchanged, or otherwise
encumbered, and any attempt to do so shall be of no effect.
Notwithstanding the immediately preceding sentence, (i) this Option shall
be transferable to a Successor (as defined in Section 2(cc) of the Plan)
in the event of the Optionees death, (ii) this Option shall be
transferable to any member of the Optionees immediate family (as such
term is defined in Rule 16a-1(e) promulgated under the Exchange Act, or
any successor rule or regulation) or to one or more trusts whose
beneficiaries are members of the Optionees immediate family or
partnerships in which such family members are the only partners and (iii)
this Option shall be transferable pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder; provided,
however, that the Optionee receives no consideration for the transfer. If
this Option is held by a permitted transferee, this Option shall continue
to be subject to the same terms and conditions that were applicable to it
immediately prior to its transfer and may be exercised by such permitted
transferee as and to the extent that this Option has become exercisable
and has not terminated in accordance with the provisions of the Plan and
this Agreement.10.
    
    No Shareholder Rights Before Exercise. No person shall have any
of the rights of a shareholder of the Company with respect to any Share
subject to this Option until the Share actually is issued to him/her upon
exercise of this Option.11.
    
    Discretionary Adjustment. The Committee in its sole discretion may
make appropriate adjustments in the number and type of securities issuable
upon exercise of this Option, in the Option exercise price as to this
Option, in the aggregate number and type of securities available for
Awards under the Plan, and in the limitations on the number and type of
securities that may be issued to an individual Participant to give effect
to adjustments made in the number or type of Shares through a Fundamental
Change (subject to Section 12(g) of the Plan), recapitalization,
reclassification, stock dividend, stock split, stock combination,
spin-off, or other relevant change in the number and type of Shares of the
Company.12.
    
    Tax Withholding. Delivery of Shares upon exercise of this Option
shall be subject to any required withholding taxes. As a condition
precedent to receiving Shares upon exercise of this Option, the Optionee
may be required to pay to the Company, in accordance with the provisions
of Section 12(d) of the Plan, an amount equal to the amount of any
required withholdings.13.
    
    Interpretation of This Agreement. All decisions and
interpretations made by the Committee with regard to any question arising
hereunder or under the Plan shall be binding and conclusive upon the
Company and the holder of this Option. If there is any inconsistency
between the provisions of this Agreement and the Plan, the provisions of
the Plan shall govern. -5-




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14.
    
    Discontinuance of Employment. This Agreement shall not give the
Optionee a right to continued employment with the Company or any parent or
subsidiary of the Company, and the Company or any such parent or
subsidiary employing the Optionee may terminate his/her
employment and otherwise deal with the Optionee without regard to the
effect it may have upon him/her under this Agreement.15.
    
    Option Subject to Plan, Articles of Incorporation and By-Laws.
The holder of this Option acknowledges that this Option and the exercise
thereof is subject to the Plan, the Amended and Restated Articles of
Incorporation, as amended from time to time, and the Restated By-Laws, as
amended from time to time, of the Company, and any applicable federal or
state laws, rules or regulations.16.
    
    Obligation to Reserve Sufficient Shares. The Company shall at all
times during the term of this Option reserve and keep available a
sufficient number of Shares to satisfy this Agreement.17.
    
    Binding Effect. This Agreement shall be binding in all respects
on the heirs, representatives, successors and assigns of the Optionee.
This Agreement shall be binding on and inure to the benefit of any
successor of the Company.18.
    
    Choice of Law. This Agreement is entered into under the laws of
the State of Minnesota and shall be construed and interpreted thereunder
(without regard to its conflict of law principles).19.
    
    Miscellaneous. This Agreement is entered into pursuant to the
Plan and is subject to all of the terms and conditions contained in the
Plan. The Optionee acknowledges that a copy of the Plan has been made
available to him or her; and, by execution hereof, the Optionee agrees and
accepts this Agreement subject to the terms of the Plan. This Agreement
contains all terms and conditions with respect to the subject matter
hereof. -6-




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IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement as of the ___day of ___, 20___. OPTIONEEWILSONS THE LEATHER EXPERTS INC.ByIts
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