EXHIBIT 10.2

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

			Plaintiff,
                                                       CIVIL ACTION
                                v.                     FILE NO.

SPIEGEL, INC.,

                        Defendant.

PARTIAL FINAL JUDGMENT AND ORDER OF PERMANENT INJUNCTION
AND OTHER EQUITABLE RELIEF

     Plaintiff Securities and Exchange Commission ("Plaintiff Commission"),
having filed a Complaint for Permanent Injunction and Other Equitable Relief
("Complaint") in this matter and Defendant Spiegel, Inc. ("Defendant Spiegel")
having filed its Consent and Stipulation (attached as Exhibit 1, and
incorporated herein), acknowledges receipt of the Complaint and admits the
jurisdiction of this Court over it and over the subject matter thereof, and
without admitting or denying the allegations of the Complaint, except as to
jurisdiction, and without trial, argument or adjudication of any facts or law
herein, consents to the entry of this Partial Final Judgment and Order of
Permanent Injunction and Other Equitable Relief ("Partial Final Judgment").
Plaintiff Commission and Defendant Spiegel have each waived the entry of
findings of fact and conclusions of law, as provided by Rule 52 of the Federal
Rules of Civil Procedure.  This Court having jurisdiction over the parties and
the subject matter hereof, and being fully advised in the premises:

I.
     IT IS ORDERED, ADJUDGED, AND DECREED that Defendant Spiegel, and persons
at anytime acting as its officers, servants, employees, and those persons in
active concert or participation with any of the foregoing who receive actual
notice of this Partial Final Judgment, by personal service or otherwise, and
each of them, be and hereby are permanently restrained and enjoined from,
directly and/or indirectly, in connection with the purchase or sale of any
security, by the use of any means or instrumentality of interstate commerce
and/or of the mails, or of any facility of any national securities exchange,
among other things, making any untrue statement of material fact or omitting
to state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading, or any
conduct of a similar purport and object, in violation of Section 10(b) of the
Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. ss78j(b)] and Rule
10b-5 [17 C.F.R. ss240.10b-5] thereunder.
II.
     IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant Spiegel, and
persons at any time acting as its officers, servants, employees, and those
persons in active concert or participation with any of the foregoing who receive
actual notice of this Partial Final Judgment, by personal service or otherwise,
and each of them, be and hereby are permanently restrained and enjoined from,
directly and/or indirectly, violating Section 13(a) of the Exchange Act
[15 U.S.C. ss 78m(a)] and Rules 13a-1 and 13a-13 thereunder
[17 C.F.R. ss ss 240.13a-1 and 240.15d-13] which, among other things, require
the timely filing with Plaintiff Commission of financial statements in annual
reports on Form 10-K and quarterly reports on Form 10-Q in accordance with
such rules and regulations that Plaintiff Commission has prescribed as
necessary and appropriate in the public interest and for the protection of
investors.
III.
     IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that after the entry of
this Partial Final Judgment, this Court will determine and order, in a
separate hearing, whether it is appropriate to require Defendant Spiegel to
pay disgorgement, prejudgment interest and civil penalties, and determine
whether it is appropriate to order other equitable relief against Defendant
Spiegel.  At that hearing, Defendant Spiegel will be precluded from denying
that it violated the federal securities laws alleged in the Complaint.
IV.
APPOINTMENT OF AN INDEPENDENT EXAMINER
     IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, by consent of
Plaintiff Commission and Defendant Spiegel, Stephen J. Crimmins, an attorney
with Pepper Hamilton, LLP in Washington, DC, shall serve as an Independent
Examiner.  The Independent Examiner's mandate will be to protect the interests
of Defendant Spiegel's minority shareholders to the extent permitted by law.
In furtherance of this mandate, the Independent Examiner shall review Defendant
Spiegel's financial records for the period from January 1, 2000 to date, and
shall provide the Court and the parties with a written report within 120 days.
The written report shall discuss Defendant Spiegel's financial condition and
identify any material accounting irregularities.  Until the resolution of this
matter or further order of the Court, the Independent Examiner may recommend
interim steps, to be approved and ordered by the Court, for the protection of
the minority shareholders pending the resolution of this matter.
   In furtherance of the Independent Examiner's mandate, Defendant Spiegel
shall:
      1.  Provide the Independent Examiner with full access to all of
Defendant Spiegel's non-privileged corporate records;
      2.  Require all of its officers, directors, employees and agents to
cooperate fully with the Independent Examiner and to respond to any inquiries
or questions by the Independent Examiner; and
      3.  Provide the Independent Examiner with reasonable compensation and
expense reimbursement in amounts commensurate with the services performed by
the Independent Examiner.  Defendant Spiegel shall be liable for the
compensation of the Independent Examiner.  Within seven (7) business days of
this Order, Defendant Spiegel shall establish an escrow account, initially
funded with $500,000, and will continue to provide additional funds to the
escrow account as necessary.  The Independent Examiner shall apply to the
Court for such compensation and expense reimbursement monthly and such amounts
shall be drawn from the escrow account.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that:
      1.  The Independent Examiner shall have the authority to engage in
discovery consistent with the Federal Rules of Civil Procedure and the Local
Rules for the United States District Court for the Northern District of
Illinois, concerning any subject matter relating to the Independent Examiner's
mandate.
      2.  The Independent Examiner has the right, subject to the Court's
approval, to retain legal, financial and other experts including, but not
limited to, the retention of legal counsel and forensic accountants, to assist
the Independent Examiner in performing his duties.  Defendant Spiegel shall
be liable for the reasonable compensation of such experts.
      3.  That Plaintiff Commission and the Independent Examiner may engage
in expedited discovery and responses to discovery requests shall be produced
within five (5) business days after service.
      4.  That Plaintiff Commission and the Independent Examiner shall have
the right to petition the Court for immediate relief if Plaintiff Commission
and/or the Independent Examiner deem that any of Defendant Spiegel's ongoing
activities are not consistent with the company's duties to its minority
shareholders.
VI.
       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the attached Consent
and Stipulation of Defendant Spiegel (Exhibit 1), is hereby incorporated herein
with the same force and effect as if fully set forth herein.
VII.
       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Court shall retain
jurisdiction of this matter for all purposes, including, among other things: the
implementation and enforcement of the terms and conditions of all orders and
decrees that may be entered by this Court, and Defendant Spiegel's Consent and
Stipulation attached hereto and incorporated herein, or to entertain any
suitable application or motion for additional relief within the jurisdiction
of this Court.
VIII.
       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that there being no just
cause for delay, the Clerk of the Court is hereby directed to enter this
Partial Final Judgment.

                                               ----------------------------
                                               UNITED STATES DISTRICT JUDGE


DATED:
      -----------------