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EXHIBIT 10.1

                               FIRST AMENDMENT OF

                               SERVICES AGREEMENT



                FIRST AMENDMENT OF SERVICES AGREEMENT (the "Amendment"), made as
of the 23rd day of April, 2001, by and among Hanover Direct, Inc., a Delaware
corporation having an office at 1500 Harbor Boulevard, Weehawken, New Jersey
07087 ("Hanover Direct"), Thomas C. Shull ("Shull") and Meridian Ventures, LLC,
a Nevada limited liability company ("Meridian").


                              W I T N E S S E T H:


        WHEREAS, Hanover, Shull and Meridian entered into that certain Services
Agreement dated as of December 5, 2000 (the "Agreement;" all terms defined in
the Agreement, unless otherwise defined, having the same meanings when used in
this Amendment); and

        WHEREAS, Hanover, Shull and Meridian desire to clarify a definition
contained in Section 8 of the Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

        1.      The Agreement is hereby amended by amending the first sentence
of the first paragraph of Section 8 thereof to read as follows:

        "If Meridian, Shull or any member, officer or employee of, or
        consultant, contractor or subcontractor to, Meridian who serves as
        Consultant to the Company (including, without limitation, John F. Shull,
        Paul Jen, Peter Schweinfurth or Evan M. Dudik) ("Indemnitee") is
        threatened with or made a party to, or called as a witness or deposed or
        subpoenaed in, any action, suit or other legal, administrative or
        governmental proceeding or other legal process by reason that Indemnitee
        is or was deemed a consultant, officer, employee or other agent of the
        Company or any of its affiliates, the Company shall defend, indemnify
        and hold Indemnitee harmless to the maximum extent allowed by applicable
        law and the Company's Certificate of Incorporation and By-Laws against
        all liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, claims, disbursements and expenses, including counsel
        fees reasonably incurred by Indemnitee in connection therewith, to the
        extent the same are not paid under the D&O Insurance and travel and
        lodging expenses ("Indemnified Liability" or "Indemnified Liabilities");
        provided however, that Indemnitee shall not be entitled to
        indemnification hereunder to the extent any such liability, obligation,
        loss, damage, penalty, action, judgment, suit, claim, disbursement or
        expense results from the gross negligence,


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        willful misconduct or criminal conviction ("Willful Misconduct") of
        Indemnitee as determined by a court of competent jurisdiction."

        2.      The Agreement is hereby amended by adding the following
immediately after Section 16 thereof:

        "17. Successors and/or Assigns. Whenever in this Agreement any of the
        parties hereto is referred to, such reference shall be deemed to include
        the successors and/or assigns and/or personal representatives of such
        party, and this Agreement shall inure to the benefit of and shall be
        binding on the parties hereto and the successors and/or assigns and/or
        personal representatives of such party."

        3.      Except as hereby amended, the Agreement is hereby ratified and
confirmed to be in full force and effect.

        4.      This Amendment shall be governed by and construed in accordance
with the internal laws of the state of New Jersey.

        5.      This Amendment may be signed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

        IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
of the date hereinabove set forth.


                                            HANOVER DIRECT, INC.


                                            By:    /s/ Brian C. Harriss
                                               ---------------------------------
                                            Name:  Brian C. Harriss
                                            Title: Senior Vice President and
                                                   Chief Financial Officer

                                            MERIDIAN VENTURES, LLC


                                            By:    /s/ Thomas C. Shull
                                               ---------------------------------
                                            Name:  Thomas C. Shull
                                            Title: President


                                            /s/ Thomas C. Shull
                                            ------------------------------------
                                            THOMAS C. SHULL, as an individual


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