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                                                                    EXHIBIT 10.9

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of August 23, 1996
(this "Agreement"), by and between HANOVER DIRECT, INC., a Delaware corporation
(the "Company"), having an address at 1500 Harbor Boulevard, Weehawken, New
Jersey 07087, and RAKESH K. KAUL (the "Executive"), President and Chief
Executive Officer of the Company, having an address at 7000 Boulevard East,
Tower 1, Apartment 32D, Guttenberg, N.J. 07093.

                  WHEREAS, the Company is concurrently entering into an
Executive Employment Agreement with the Executive that, among other things,
requires the Company to (i) sell certain shares of Common Stock to the Executive
and (ii) grant the Executive certain options to purchase shares of Common Stock.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the parties hereby agree as follows:

                  1.       Registration.

                           (a)      Registration Right. From and after the date
                  hereof, on one occasion, if the Company shall receive written
                  notice from the Executive (hereinafter referred to as a
                  "Notice") which:

                                    (i) requests that the Company take action to
                           effect any registration with respect to any shares of
                           Common Stock now owned or hereafter acquired by the
                           Executive, pursuant to an option (granted by the
                           Company or NAR Group Limited ("NAR")) or otherwise
                           (the "Shares"); and

                                    (ii) specifies the number of proposed Shares
                           intended to be offered and sold for the account of
                           the Executive, and describes the proposed nature or
                           method of the offer and sale of such Shares;

                  then, subject to the conditions, qualifications and
                  limitations set forth in this Registration Rights Agreement,
                  the Company shall cause to be prepared and filed, and use its
                  best efforts to cause to become effective under the Securities
                  Act of 1933, as amended (the "1933 Act"), and to be maintained
                  in effect for a period of not less than 180 days, a
                  Registration Statement (including a related prospectus) in
                  such applicable form under the 1933 Act (a "Registration
                  Statement") as the Company, in its sole discretion, determines
                  to be appropriate, covering the public offer and sale of the
                  number of Shares specified in the Notice. Notwithstanding
                  anything to the contrary herein, the foregoing rights shall
                  not apply to any Shares at any time two years or more after


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                  the date of the termination of the Executive's employment, for
                  any reason whatsoever (the "Expiration Date").

                           (b)      Registration Steps. Whenever required to use
                  its best efforts to effect the registration of Shares, the
                  Company shall at its expense, as expeditiously as reasonably
                  possible:

                                    (i)   prepare and file with the Securities 
                           and Exchange Commission (the "SEC") a Registration
                           Statement and such amendments and supplements to such
                           Registration Statement and the prospectus used in
                           connection therewith as may be necessary to comply
                           with the provisions of the 1933 Act with respect to
                           the disposition of all securities covered by such
                           Registration Statement and give the Executive and any
                           underwriter participating in any disposition pursuant
                           to a Registration Statement reasonable opportunities
                           to review the same before it becomes effective;

                                    (ii)  furnish to the Executive such numbers
                           of copies of a prospectus, including a preliminary
                           prospectus and all amendments and supplements
                           thereto, in conformity with the requirements of the
                           1933 Act, and such other documents as he may
                           reasonably request in order to facilitate the
                           disposition of Shares owned by him;

                                    (iii) with respect to a Registration
                           Statement to be filed pursuant to Section 1 only, use
                           its best efforts to register or qualify the
                           securities covered by such Registration Statement
                           under the securities or blue sky laws of such
                           jurisdictions as shall be reasonably requested by the
                           Executive for the distribution of the securities
                           covered by the Registration Statement, provided that
                           the Company shall not be required in connection
                           therewith or as a condition thereof to qualify to do
                           business in any such states or jurisdictions or take
                           any other action which in the opinion of its counsel
                           may subject it to taxation in such jurisdiction, it
                           being understood that in connection with Registration
                           Statements filed pursuant to Section 5, the Company's
                           obligation is solely to include the Shares in such
                           blue sky filings as the Company is otherwise making;

                                    (iv)  notify the Executive, promptly after 
                           it receives notice thereof, of the time when such
                           Registration Statement has become effective or an
                           amendment or supplement to any prospectus forming a
                           part of such Registration Statement has been filed;


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                                    (v)      notify the Executive, at any time
                           when a prospectus is required to be delivered under
                           the 1933 Act, of an event causing the prospectus to
                           contain an untrue statement of a material fact or to
                           omit to state any material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading, and the Company will prepare a
                           supplement or amendment to such prospectus so that,
                           as thereafter delivered to the purchasers of the
                           Shares under such prospectus, such prospectus will
                           not contain an untrue statement of a material fact or
                           omit to state any material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading;

                                    (vi)     cause the Shares to be listed on
                           each securities exchange on which similar securities
                           issued by the Company are then listed, provided that
                           the applicable listing requirements are satisfied or
                           could be satisfied by the Company's reasonable
                           efforts;

                                    (vii)    advise the Executive of the
                           issuance of any stop order by the SEC suspending the
                           effectiveness of such Registration Statement or the
                           initiation or threatening of any proceeding for that
                           purpose, and promptly use reasonable efforts to
                           prevent the issuance of any stop order or to obtain
                           its withdrawal; or

                                    (viii)   make available for inspection by
                           the Executive, any underwriter participating in any
                           disposition pursuant to a Registration Statement, and
                           any attorney, accountant or other agent retained by
                           the Executive or such underwriter (collectively, the
                           "Inspectors"), upon reasonable notice and during
                           normal business hours, all financial and other
                           records, pertinent corporate documents and properties
                           of the Company (collectively, the "Records") as shall
                           be reasonably necessary to enable them to exercise
                           their due diligence responsibility, and cause the
                           Company's and its subsidiaries, officers, directors
                           and employees to supply all information reasonably
                           requested by any such Inspector in connection with
                           the registration. Records which the Company
                           determines, in good faith, to be confidential and
                           which it notifies the Inspectors are confidential
                           shall not be disclosed by the Inspectors unless (i)
                           the disclosure of such Records is necessary to avoid
                           or correct a material misstatement or omission in the
                           Registration Statement, or (ii) the release of such
                           records is ordered pursuant to a subpoena or other
                           order from a court of competent jurisdiction. The
                           Executive agrees that he will, upon learning that
                           disclosure of such Records is 


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                           sought in a court of competent jurisdiction, give
                           notice to the Company and allow the Company, at the
                           Company's expense, to undertake appropriate action to
                           prevent disclosure of the Records deemed
                           confidential.

                  2.       Conditions on Registration Right. The provisions of
         Section 1 of this Registration Rights Agreement shall be subject to the
         following additional conditions, qualifications and limitations:

                           (a)      Financial Statement Requirements. The
                  Company shall not be obligated to file a Registration
                  Statement which under the Act would be required to contain
                  audited financial statements other than the Company's fiscal
                  year-end financial statements for its three full fiscal years
                  (or such other number of fiscal years as may then be
                  ordinarily required under the SEC regulations for Registration
                  Statements on Form S-1 or its equivalent) immediately
                  preceding the date of such filing together with any schedules
                  with respect to such financial statements as may be required
                  to be included in the Registration Statement.

                           (b)      Year End Filing. Subject to subsection
                  (2)(c) hereof, the Company shall file a Registration Statement
                  pursuant to Section 1 hereof within 120 days following its
                  receipt of a Notice, provided, that if such 120 day period
                  would otherwise expire within 60 days prior to the end or
                  within 120 days after the beginning of any fiscal year, then
                  the Company may, at its option, defer such filing to the
                  closest subsequent date which is not less than 120 days after
                  the beginning of a fiscal year.

                           (c)      Conflicting Company Activity. If prior to
                  the filing or effectiveness of a Registration Statement filed
                  by the Company pursuant to Section 1 hereof:

                                    (i)      at the time of receiving the
                           Notice, the Company shall have become a party to an
                           agreement or filed materials with the SEC
                           contemplating a material business acquisition by the
                           Company, and, if in the good faith judgment of the
                           Company it is impracticable for the Company to file
                           and have become effective a Registration Statement
                           prior to the consummation of the acquisition and, if
                           such proposed acquisition were consummated, the
                           Company would be required to include in such
                           Registration Statement financial statements and/or
                           other information concerning the business of any
                           other party to such proposed acquisition, then the
                           Company shall not be deemed to have breached its
                           agreement to file such 


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                           Registration Statement and to use its best efforts to
                           cause such Registration Statement to become effective
                           if it causes such Registration Statement to be filed
                           (or if such Registration Statement has been filed,
                           the use of its best efforts to cause such
                           Registration Statement to become effective) within
                           180 days from the date on which the Company was
                           required to file a Registration Statement or
                           recommence the use of its best efforts to cause such
                           Registration Statement to become effective, but in
                           any event as soon as practicable; or

                                    (ii)     at the time of receiving the Notice
                           the Company shall have become party to an agreement
                           contemplating a merger or consolidation of the
                           Company into or with, or a sale or transfer of all or
                           substantially all of the business and assets of the
                           Company to, any other corporation or entity, and if
                           in the good faith judgment of the Company it is
                           impracticable for the Company to file and have become
                           effective a Registration Statement prior to the
                           consummation of the merger or consolidation, then the
                           Company shall not be deemed to have breached its
                           agreement to file such Registration Statement and to
                           use its best efforts to cause such Registration
                           Statement to become effective if it causes the filing
                           of such Registration Statement (or, if filed, the
                           effective date of such Registration Statement) to be
                           deferred until the transaction contemplated by such
                           agreement or letter of intent becomes effective (in
                           which case the Company shall have no obligation to
                           file or cause such Registration Statement to become
                           effective) or is abandoned (in which case the Company
                           shall use its best efforts to make such filing, or to
                           recommence the use of its best efforts to cause such
                           filing to become effective, as promptly as
                           practicable after the abandonment thereof and in any
                           event not more than 60 days after such abandonment);
                           or

                                    (iii)    the Company shall have determined
                           in good faith based on written advice of counsel that
                           such Registration Statement is required to contain
                           information with respect to the Company or its
                           business and plans which has not been publicly
                           disclosed, and the disclosure of which, in the
                           Company's good faith judgment, would not be in the
                           best interest of the Company, then the Company shall
                           not be deemed to have breached its agreement to file
                           and to use its best efforts to cause such
                           Registration Statement to become effective if it
                           causes the filing of such Registration Statement to
                           be deferred (or, if such Registration Statement has
                           been filed, ceases its efforts to cause such
                           Registration Statement to become effective) for a
                           period of 


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                           not more than 45 days from the date on which the
                           Company was required to file a Registration Statement
                           or recommence the use of its best efforts to cause
                           such Registration Statement to become effective
                           pursuant to this Agreement, but in any event as soon
                           as practicable; it being understood and agreed that,
                           the Company will promptly give written notice of such
                           deferral, specifying the basis therefor and the
                           anticipated duration thereof to the Executive;
                           provided, however, that any non-public underlying
                           information constituting the basis for a deferral
                           hereunder need not be specified.

                  The occurrence of any of the foregoing events shall not
                  relieve the Company from its obligations pursuant to Section
                  1.

                           (d)      Sale Permitted Without Registration. The
                  Company shall have no obligation to effect registration under
                  Section 1 if all of the Executive's Shares requested to be
                  registered shall be in the unqualified written opinion of
                  counsel to the Company, which may be relied upon by the
                  Executive, eligible to be sold on a current basis to the
                  public without registration under they Act and without
                  restriction as to subsequent trading.

                           (e)      Minimum Share Requirement. The Company shall
                  have no obligation to effect registration under Section 1 if
                  the Executive requests that less than 500,000 Shares be
                  registered.

                  3.       Registration Exclusively for the Executive. The
         Company shall not, without the written consent of the Executive,
         include any shares for sale for its own account or for the account of
         others in any Registration Statement filed pursuant to Section 1.

                  4.       Prospectus Requirements. The Company shall be
         obligated to cause any effective prospectus included in the
         Registration Statement filed by the Company pursuant to Section 1 to
         meet the requirements of Section 10 of the 1933 Act until the
         expiration of a period of 180 days from the date on which the Executive
         was first able to sell Shares pursuant to such Registration Statement;
         provided, however, that if as a result of deferrals of the filing
         and/or the effective date of such Registration Statement occurring
         pursuant to subsection (2)(b) or (c), the aggregate period for which
         the Executive was able to offer and sell his Shares pursuant to such
         Registration Statement would be reduced to less than 180 days, then the
         Company shall take such action as may be necessary to enable the
         Executive to continue such offer and sale for an additional period or
         periods sufficient to produce any aggregate offering period of 180 days
         unless the expiration date should have occurred within such 180 day
         period.


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                  5.       Piggyback Registration Rights.

                           (a) The Company agrees with the Executive that if the
                  Company proposes at any time to file with the SEC a
                  registration statement under the 1933 Act on Form S-1, S-2 or
                  S-3 or other comparable form relating to the sale of Common
                  Stock by the Company or by NAR or any affiliate thereof (other
                  than through the distribution of rights to purchase Common
                  Stock to its stockholders generally) (a "Company Registration
                  Statement"), then the Company shall give written notice to the
                  Executive at least thirty (30) days prior to the filing of
                  such Company Registration Statement of its intention to do so.

                           (b) If the Executive delivers a written notice to the
                  Company, within 15 days after delivery of the foregoing
                  notice, of his desire to have any of the Shares included in a
                  Company Registration Statement, such Shares shall be included
                  in any Company Registration Statement so filed and shall not
                  constitute an occasion on which the Executive requests the
                  Company to take action to effect any registration with respect
                  to any Shares of Common Stock now owned or hereafter acquired
                  by the Executive, pursuant to an option or otherwise, as
                  provided by Section 1 hereof, but subject to the other
                  provisions of this Registration Rights Agreement.

                           (c) If an underwriter with respect to a Company
                  Registration Statement (the "Underwriter") advises the Company
                  that the number of shares proposed to be sold by the Company
                  and the Executive is greater than the number of shares of
                  Common Stock which the underwriter believes feasible to sell
                  at that time, at the price and upon the terms approved by the
                  Company, then the number of shares of Common Stock which the
                  Underwriter in its sole discretion believes may be sold shall
                  first be allocated to the Company and the remaining number of
                  such shares of Common Stock shall then be allocated on a pro
                  rata basis to all other holders of Common Stock being
                  registered, including the Executive.

                           (d) The Company shall not be obligated to include in
                  any Registration Statement pursuant to this Section 5 any
                  Shares which, at the time of filing such Registration
                  Statement, have been covered by or included in any other
                  Registration Statement theretofore filed by the Company under
                  the 1933 Act and declared effective by the SEC.

                           (e) At the request of the Underwriter, and as a
                  condition to inclusion in the Company Registration Statement
                  of any Shares owned by the Executive, the Executive shall
                  agree in writing not to offer or 


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                  sell any Shares not included in a Company Registration
                  Statement filed pursuant to this Section 5 for a period
                  specified by the Underwriter, provided that such period shall
                  not exceed 120 days from the effective date of such Company
                  Registration Statement and that every other selling
                  shareholder subject to a provision identical or substantially
                  similar to this paragraph (e) of this Section 5 is similarly
                  restricted.

                           (f) Notwithstanding the inclusion of any Shares owned
                  by the Executive in any Company Registration Statement filed
                  pursuant to this Section 5, the Company shall have no
                  obligation to cause or permit such Company Registration
                  Statement to become effective under the 1933 Act at any time,
                  and in its sole discretion may withdraw such Company
                  Registration Statement at any time prior to the effectiveness
                  thereof for any reason whatsoever. The Company agrees in the
                  event of any such withdrawal of any Company Registration
                  Statement to give prompt notice of such withdrawal to the
                  Executive. In the event of such withdrawal the Executive will
                  not be deemed to have exercised his right to have Shares
                  included in a Company Registration Statement so withdrawn.

                           (g) The Company shall be obligated to cause any
                  effective prospectus included in the Company Registration
                  Statement to meet the requirements of Section 10 of the Act
                  for a period of 180 days from the date on which the Executive
                  was first able to sell Shares pursuant to such Company
                  Registration Statement provided, however, that if, as a result
                  of interruptions in the offer and sale of Shares covered
                  thereby, the aggregate period for which the Executive was able
                  to offer and sell his Shares pursuant to such Company
                  Registration Statement would be reduced to less than 180 days,
                  then the Company shall take such action as may be necessary to
                  enable the Executive to continue such offer and sale for an
                  additional period or periods sufficient to produce an
                  aggregate offering period of 180 days.

                           (h) The Company shall not, so long as this Agreement
                  is in effect, without the prior written consent of the
                  Executive, grant registration rights to any other person more
                  favorable than the registration rights granted to the
                  Executive hereunder.

                  6.       Selling Expenses.

                           (a) Except as otherwise set forth in (b) below or as
                  required by the SEC or any other federal or state regulatory
                  authority or by any self regulatory agency, the costs and
                  expenses incurred in connection with the inclusion of the
                  Executive's Shares in a registration statement shall be borne
                  by the Company with respect to (i) any Registration 


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                  Statement filed under Section 1 and (ii) all Company
                  Registration Statements filed under Section 5 which included
                  Shares of the Executive, including, without limitation, all
                  costs and expenses arising from or related to the preparation
                  and filing of such registration statements, the prosecution of
                  such filings to effectiveness and the maintenance of such
                  registration statements in effect for the period determined
                  pursuant to Sections 4 or 5 hereof, as the case may be.

                           (b)      Notwithstanding anything to the contrary set
                  forth in subsection (a), the Executive shall bear the
                  following costs and expenses incurred in connection with all
                  registration statements filed pursuant to this Agreement in
                  which Shares owned by him are included:

                                    (i)      The fees and disbursements of any
                           separate counsel retained by the Executive;

                                    (ii)     Any underwriting discounts,
                           commissions and expenses relating to Shares sold by
                           the Executive; and

                                    (iii)    Any taxes payable with respect to
                           the transfer by the Executive.

                           (c)      Notwithstanding anything to the contrary set
                  forth herein, the Company shall have the obligation to bear
                  any state securities law ("blue sky") filing and registration
                  fees relating to such Shares with respect to a Registration
                  Statement filed under Section l(a) only in up to twenty (20)
                  states designated by the Executive and shall have no
                  obligation to bear such fees in connection with the inclusion
                  of Shares in a Company Registration Statement under Section 5
                  hereof in any states where the Company was not otherwise
                  intending to register or file with respect to shares covered
                  by the Company Registration Statement.

                  7.       Reports Under Securities Exchange Act of 1934. With a
view to making available to the Executive the benefits of Rule 144 promulgated
under the 1933 Act and any other rule or regulation of the SEC that may at any
time permit the Executive to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3 (or any successor
form to Form S-3 regardless of its designation), the Company agrees to use all
reasonable efforts to:

                           (a)      make and keep public information available,
                  as those terms are understood and defined in SEC Rule 144, at
                  all times;


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                           (b) file with the SEC in a timely manner all reports
                  and other documents required of the Company under the Act and
                  the Securities Exchange Act of 1934, as amended (the "1934
                  Act"); and

                           (c) furnish to the Executive, so long as the
                  Executive owns any Shares, forthwith upon request, whenever
                  applicable (i) a written statement by the Company that it has
                  complied with the reporting requirements of SEC Rule 144, the
                  1933 Act, and the 1934 Act, or that it qualifies as a
                  registrant whose securities may be resold pursuant to Form S-3
                  (at any time after it so qualifies), (ii) a copy of the most
                  recent annual or quarterly report of the Company and such
                  other reports and documents so filed by the Company, and (iii)
                  such other information as may be reasonably requested in
                  availing the Executive of any rule or regulation of the SEC
                  which permits the selling of any such securities without
                  registration or pursuant to such form.

                  8. Indemnification. In the event any of the shares are
         included in any registration statement:

                           (a) the Company shall indemnify and hold harmless the
                  Executive or any underwriter (within the meaning of the 1933
                  Act) for the Company or the Executive, against any losses,
                  claims, damages or liabilities, joint or several, to which
                  they may become subject under the 1933 Act, or the 1934 Act,
                  state securities laws, other federal or state law or
                  regulation, at common law or otherwise, insofar as such
                  losses, claims, damages or liabilities (or actions in respect
                  thereof) (i) arise out of or are based upon any untrue or
                  alleged untrue statement of any material fact contained in
                  such registration statement, including any preliminary
                  prospectus or final prospectus contained therein or any
                  amendments or supplements thereto or any documents prepared or
                  furnished by the Company incident thereto, or (ii) arise out
                  of or are based upon the omission or alleged omission to state
                  therein a material fact required to be stated therein, or
                  necessary to make the statements therein not misleading, or
                  (iii) arise out of or are based upon any violation by the
                  Company of any rule or regulation promulgated under the 1933
                  Act, the 1934 Act, or other federal or state law applicable to
                  the Company and relating to any action or inaction required of
                  the Company in connection with such registration. The Company
                  shall reimburse the Executive or such underwriter for any
                  reasonable and actual legal or other expenses, as incurred by
                  them in connection with investigating or defending any such
                  loss, claim, damage, liability or action. Notwithstanding the
                  foregoing, the Company shall not be liable in any such case
                  for any loss, claim, damage, liability or action to the extent
                  that it arises out of or is based upon an untrue statement or
                  alleged untrue statement or omission or alleged omission made
                  in 


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                  connection with such registration statement, preliminary
                  prospectus, final prospectus or amendments or supplements
                  thereto or documents prepared or furnished by the Company
                  incident thereto in reliance upon and in conformity with
                  written information furnished expressly for use in connection
                  with such registration by the Executive or such underwriter.

                           (b) the Executive shall indemnify and hold harmless
                  the Company, each of its directors, each of its officers who
                  have signed such registration statement, each person, if any,
                  who controls the Company within the meaning of the 1933 Act or
                  the 1934 Act, any underwriter for the Company (within the
                  meaning of the 1933 Act) and each other holder and its
                  respective officers, directors, partners and controlling
                  persons to the same extent as the foregoing indemnity from the
                  Company to the Executive, in each case to the same extent, but
                  only to the extent, that such untrue statement or alleged
                  untrue statement or omission or alleged omission to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading was
                  made in such registration statement, preliminary prospectus,
                  final prospectus or amendments or supplements thereto or
                  document prepared or furnished by the Company incident thereto
                  in reliance upon and in conformity with written information
                  furnished by the Executive expressly for use in connection
                  with such registration. Notwithstanding the foregoing,
                  obligations of the Executive shall be limited to an amount
                  equal to the proceeds to the Executive of Shares sold pursuant
                  to the registration statement to which the loss, claim,
                  damage, liability or action relates.

                           (c) promptly after receipt by an indemnified party
                  under this section of notice of the commencement of any
                  action, such indemnified party shall, if a claim in respect
                  thereof is to be made against any indemnifying party under
                  this Section, notify the indemnifying party in writing of the
                  commencement thereof; but the omission so to notify the
                  indemnifying party will not relieve it from any liability
                  which it may have to any indemnified party unless such
                  liability is the proximate result of such failure. In case any
                  such action is brought against any indemnified party, and it
                  notifies the indemnifying party of the commencement thereof,
                  the indemnifying party will be entitled to appoint counsel
                  reasonably satisfactory to such indemnified party to represent
                  the indemnified party in such action; provided, however, that
                  if the defendants in any such action include both the
                  indemnified party and the indemnifying party and the
                  indemnified party shall have reasonably concluded based on the
                  written opinion of counsel addressed to the indemnifying party
                  that there may be a conflict of interest between it and/or
                  other indemnified parties, on the one hand, and the


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                  indemnifying party, on the other, the indemnified party or
                  parties shall have the right to select separate counsel to
                  defend such action on behalf of such indemnified party or
                  parties. Upon receipt of notice from the indemnifying party to
                  such indemnified party of its election so to appoint counsel
                  to defend such action and approval by the indemnified party of
                  such counsel, the indemnifying party will not be liable to
                  such indemnified party under this section for any legal or
                  other expenses subsequently incurred by such indemnified party
                  in connection with the defense thereof unless (i) the
                  indemnified party shall have employed separate counsel in
                  accordance with the proviso to the next preceding sentence (it
                  being understood, however, that the indemnifying party shall
                  not be liable for the expenses of more than one separate
                  counsel selected by the Executive), or (ii) the indemnifying
                  party shall not have employed counsel reasonably satisfactory
                  to the indemnified party to represent the indemnified party
                  within a reasonable time after notice of commencement of the
                  action.

                           (d) In order to provide for just and equitable
                  contribution in circumstances in which the indemnification
                  provided for in paragraph (a) or (b) of this Section 8 is due
                  in accordance with its terms but is for any reason held by a
                  court to be unavailable from the Company on grounds of policy
                  or otherwise, the Company and the Executive shall contribute
                  to the aggregate losses, claims, damages and liabilities
                  (including legal or other expenses reasonably incurred in
                  connection with investigating or defending same) to which the
                  Company and the Executive may be subject in such proportions
                  as is appropriate to reflect the relative fault of the
                  indemnifying party on the one hand and of the indemnified
                  party on the other in connection with the statements or
                  omissions which resulted in such loss, liability, claim,
                  damage or expense as well as any other equitable
                  considerations. The relative fault of the indemnifying party
                  and of the indemnified party shall be determined by a court of
                  law by reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or the omission to
                  state a material fact relates to information supplied by the
                  indemnifying party or by the indemnified party and the
                  parties' relative intent, knowledge, access to information and
                  opportunity to correct or prevent such statement or omission.
                  Notwithstanding the foregoing, obligations of the Executive
                  shall be limited to an amount equal to the proceeds to the
                  Executive of Shares sold pursuant to the registration
                  statement to which the loss, claim, damage, liability or
                  action relates. Any party entitled to contribution will,
                  promptly after receipt of notice of commencement of any
                  action, suit or proceeding against such party in respect of
                  which a claim for contribution may be made against another
                  party or parties under this paragraph (d), notify such party
                  or parties from whom contribution may be sought, but the
                  omission to so 


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                  notify such party or parties shall not relieve the party or
                  parties from whom contribution may be sought from any other
                  obligation it or they may have hereunder or otherwise than
                  under this paragraph (d).

                  IN WITNESS WHEREOF, the undersigned have executed this
         Registration Rights Agreement as of the date first above written.

                                          HANOVER DIRECT, INC.


                                          By:  /s/ Edward J. O'Brien
                                               _________________________________
                                               Name:
                                               Title:

                                          /s/ Rakesh K. Kaul
                                          ______________________________________
                                          Rakesh K. Kaul


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