Exhibit 10.31
                             Letter of Direction
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                               February 28, 2002

Otto-Spiegel Finance G.m.b.H. & Co. KG
CURA Vermogensverwaltung GmbH
Wandsbeker Strasse 3-7
22172 Hamburg
GERMANY

     Re:  Line of Credit Agreement dated September 17, 2003, as amended November
          9, 2001, between Spiegel, Inc, and Otto Versand (GmbH & Co) in the
          principal amount of US $100,000,000 (the "Credit Agreement")

Gentlemen:

     Reference is made to the Cradit Agreement. The undersigned has executed and
delivered as of the date of this letter, two notes made payable to you In the
total principal amount  of US $100,000,000. You are hereby authorized and
directed to disburse the proceeds of the loan evidenced by said notes in the
amount of US $100,000,000 directly to Otto Versand (GmbH & Co) as payment in
full of the outstanding principal balance under the Credit Agreement. The
undersigned will pay directly to Otto Versand (GmbH & Co) all accrued and unpaid
interest due Under the Credit Agreement.

                                           Spiegel, Inc.

                                           By:  /s/
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                                           Its: CEO
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