Reaffirmation of Guaranty April 15, 2004

Exhibit 10.49

Reaffirmation of Guaranty

April 15, 2004

General Electric Capital Corporation, as Agent
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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.

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