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EXHIBIT 10.5 WILSONS THE LEATHER EXPERTS INC.
1996 STOCK OPTION PLAN Non-Statutory Stock Option Agreement
(Associate)  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.
1996 Stock Option Plan (Plan); and WHEREAS, pursuant to the Plan, a committee (the Committee), which
shall be the Board of Directors if no separate committee has been
appointed by the Board of Directors, 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. 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); 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;




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(c)
    
    By delivery to the Company of unencumbered Shares having an
aggregate Fair Market Value (as defined in paragraph 7 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 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; 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 an
Event, 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.




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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 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
paragraph 11 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 and the Committee may, as provided in paragraph 11(c)
of the Plan, make certain cash payments with respect to this Option.Event. In the event of an Event as defined in paragraph 12 of the Plan,
the Committee may, but shall not be obligated to:  (a)
    
    if the Event 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 paragraph 12
of the Plan; or(b)
    
    at least 20 days prior to the occurrence of the Event,
declare, and provide written notice to 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 Event
(unless it shall have been exercised prior to the occurrence of the
Event). In connection with any such declaration, the Committee may,
but shall not be obligated to, cause payment to be made to the
holder of this Option of cash equal to, for each Share covered by
the canceled Option, the amount, if any, by which the Event Proceeds
per Share, as defined in paragraph 12 of the Plan, exceeds the
exercise price per Share covered by this Option. At the time of any
such 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 the Option, to
exercise this Option as to all or any part of the Shares covered by
this Option. In the event of a declaration pursuant to this
subsection, to the extent this Option has not been exercised prior
to the Event, the unexercised part of this Option shall be canceled
at the time of, or immediately prior to, the Event, as provided in
the declaration. Notwithstanding the foregoing, the holder of this
Option shall not be entitled to the payment provided for in this
subsection if this Option shall have expired pursuant to Section 5
above.  Discretionary Acceleration.The Committee has the power, in its sole
discretion, to declare at any time that this Option shall be immediately
exercisable.




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9.
    
    Limitation on Transfer. While the Optionee is alive, only the
Optionee or his/her guardian or legal representative may exercise this
Option. This Option may not be assigned or transferred other than by will
or the laws of descent and distribution or 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.  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. In the event of any reorganization,
merger, consolidation, recapitalization, liquidation, reclassification,
stock dividend, stock split, combination of shares, rights offering, or
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or Shares of the Company, the Committee
(or if the Company does not survive any such transaction, a comparable
committee of the Board of Directors of the surviving corporation) may,
without the consent of the holder of this Option, make such adjustment as
it determines in its discretion to be appropriate, as to the number and
kind of securities subject to and reserved under the Plan and, in order to
prevent dilution or enlargement of rights of the holder of this Option,
the number and kind of securities issuable upon exercise of this Option
and the exercise price hereof.  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 paragraph 9 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.  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 Articles of Incorporation, as amended
from time to time, and the By-Laws, as amended from time to time, of the
Company, and any applicable federal or state laws, rules or regulations.




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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.  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).  IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement as of        . OPTIONEEWILSONS THE LEATHER EXPERTS INC.ByIts Vice President, Human Resources