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                                                             Exhibit 10.49

                  SECOND SUPPLEMENTAL SERIES A NOTE AGREEMENT

      This SECOND SUPPLEMENTAL SERIES A NOTE AGREEMENT dated as of December 18,
1996, between HANOVER DIRECT, INC., a Delaware corporation (the "Borrower"), and
NORWEST BANK MINNESOTA, N.A., a national banking association organized under the
laws of the United States of America and having its principal office in
Minneapolis, Minnesota, as trustee and paying agent (the "Trustee" or the
"Paying Agent", as applicable);

                             W I T N E S S E T H :

      WHEREAS, the Borrower and the Trustee entered into the Series A Note
Agreement dated as of November 9, 1994 (the "Series A Note Agreement") pursuant
to which the Borrower issued and sold its interest bearing Flexible Term Notes,
Series A (the "Series A Notes") in the aggregate principal amount of
$10,000,000; and

      WHEREAS, the Series A Note Agreement was modified on December 29, 1995 by
the First Supplemental Series A Note Agreement by and between Borrower and
Trustee (the "First Supplemental Series A Note Agreement") to reflect the
delivery of a substitute Letter of Credit;

      WHEREAS, the Borrower has this day, delivered to the Trustee a Substitute
Series A Letter of Credit in substitution for the Series A Letter of Credit
(each as defined in the Series A Note Agreement); and

      WHEREAS, in order to more fully evidence the delivery of the Substitute
Series A of Letter of Credit referenced above, the Borrower and the Trustee
desire to further amend the Series A Note Agreement, subject to the terms and
conditions set forth herein.

      NOW, THEREFORE, the parties hereto agree as follows:

      Section 1. Definitions. All capitalized terms used in this First
Supplemental Series A Note Agreement and not otherwise herein defined shall have
the meaning ascribed to them in the Series A Note Agreement.

      Section 2. Amendment to Second Recital of the Series A Note Agreement. The
second recital of the Series A Note Agreement on page 1 thereof is hereby
amended by deleting the reference to the "L/C Issuer" in the third line thereof
and replacing it with a reference to the "Bank".
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      Section 3. Amendments to Section 1.01 of the Series A Note Agreement.

      (a) The definition of "Bank" set forth in Section 1.01 of the Series A
Note Agreement is hereby deleted in its entirety and replaced with the
following:

                  "Bank" means the issuer of the Series A Letter of Credit,
            initially NationsBank of North Carolina, N.A. (predecessor to
            NationsBank, N.A.) and upon the issuance and delivery of a
            Substitute Series A Letter of Credit, shall mean the issuer of such
            Substitute Series A Letter of Credit.

      (b) The definition of "Bank Notes" set forth in Section 1.01 of the Series
A Note Agreement is hereby deleted in its entirety and replaced with the
following:

                  "Bank Notes" means any Series A Notes purchased with proceeds
            from a draw under the Series A Letter of Credit and pledged to the
            Bank under the Reimbursement Agreement, including, in the event a
            book-entry system with respect to the Series A Notes is in effect,
            any beneficial ownership interest therein; provided that in the
            event that the Bank fails to honor a drawing under the Series A
            Letter of Credit to fund such a purchase and the Borrower purchases
            such Series A Notes with its own funds, "Bank Notes" shall include
            such Series A Notes, except that such Series A Notes shall not be
            pledged to the Bank under the Reimbursement Agreement.

      (c) The definition of "Business Day" set forth in Section 1.01 of the
Series A Note Agreement is amended by deleting the last sentence thereof in its
entirety and replacing it with the following:

            For purposes of this definition, "paying office of the Bank" means
            the Bank office responsible for making payments under any Series A
            Letter of Credit.

      (d) The definition of "Opinion of Counsel" set forth in Section 1.01 of
the Series A Note Agreement is hereby deleted in its entirety and replaced with
the following:

                  "Opinion of Counsel" means a written opinion of counsel who is
            reasonably acceptable to the Trustee, the Bank, the Placement Agent
            and Remarketing Agent. The counsel may be an employee of or counsel
            to the Borrower, the Placement Agent, the Remarketing Agent, the
            Bank or the Trustee.


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      (e) The definition of "Reimbursement Agreement" set forth in Section 1.01
of the Series A Note Agreement is hereby deleted in its entirety and replaced
with the following:

                  "Reimbursement Agreement" means, individually and
            collectively, the Reimbursement Agreement dated as of December 18,
            1996, by and among the Borrower and certain subsidiaries of the
            Borrower, and the Bank, pursuant to which, among other things, the
            Bank has issued the Series A Letter of Credit, and any and all
            modifications, alterations, amendments and supplements thereto, and
            any similar agreements between or among the Borrower and the issuer
            of a Substitute Series A Letter of Credit or Lender providing credit
            support to such issuer.

      (f) The definition of "Series A Letter of Credit" set forth in Section
1.01 of the Series A Note Agreement is amended by (a) deleting the words
"Commonwealth of Pennsylvania" in the third line thereof and replacing them with
"State of New York" and (b) by deleting the word "L/C Issuer" in the fourteenth
line thereof and replacing it with "Bank".

      (g) Section 1.01 of the Series A Note Agreement is hereby amended by
deleting the following definitions thereto:

                  "Account Parties" means Hanover Direct Pennsylvania, Inc.,
            Hanover Direct Virginia Inc. and Gump's Corp., and their successors
            and assigns.

                  "L/C Issuer" means the issuer of the Series A Letter of
            Credit, initially CoreStates Bank, N.A., and upon the issuance and
            delivery of a Substitute Series A Letter of Credit, shall mean the
            issuer of such Substitute Series A Letter of Credit.

                  "Lender" means Congress Financial Corporation, its successors
            and assigns, or other lender that refinances the obligations to
            Lender under the Reimbursement Agreement and replaces all credit
            support given by Lender to the L/C Issuer in respect of the Series A
            Letter of Credit or any Substitute Series A Letter of Credit.

      Section 4. Amendment to Section 2.07 of the Series A Note Agreement.
Subsection (b) of Section 2.07 of the Series A Note Agreement is amended by
deleting the third sentence thereof in its entirety and replacing it with the
following:

            Subject to the provisions of Section 7.09, the Borrower, the Trustee
            and the Paying Agent will recognize the Securities Depository
            Nominee, while the


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            registered owner of the Series A Notes so held, as the owner of the
            Series A Notes for all purposes, including (i) payments of principal
            and Purchase Price of, and interest on, the Series A Notes, (ii)
            notices and (iii) voting.

      Section 5. Amendment to Section 2.08 of the Series A Note Agreement.
Subsection (a) of Section 2.08 of the Series A Note Agreement is amended by
deleting the reference to the "Lender" in the sixth line thereof and replacing
it with a reference to the "Bank".

      Section 6. Amendment to Section 3.01 of the Series A Note Agreement.
Subsection (a)(ii) of Section 3.01 of the Series A Note Agreement is amended by
deleting the reference to the "Lender" in the second line thereof and replacing
it with a reference to the "Bank". It is acknowledged that the purported
amendment to Subsection (c) of Section 3.10 of the Series A Note Agreement
pursuant to the First Supplemental Series A Note Agreement was a scrivener's
error and is of no force and effect.

      Section 7. Amendment to Section 3.04 of the Series A Note Agreement.
Section 3.04 of the Series A Note Agreement is amended by deleting the reference
to the "Lender" in the third line thereof and replacing it with a reference to
the "Bank".

      Section 8. Amendment to Section 3.08 of the Series A Note Agreement.
Subsection (d)(ii) of Section 3.08 of the Series A Note Agreement is hereby
deleted in its entirety and replaced with the following:

                  (ii) All Bank Notes (other than Bank Notes purchased with the
            Borrower's own funds and not with the proceeds of a draw on the
            Series A Letter of Credit) will be registered in the name of the
            Trustee, as agent and bailee of the Bank and subject to the pledge
            by the Borrower to the Bank, and shall be held by the Trustee
            pursuant to this Agreement and the Reimbursement Agreement. Upon
            receipt of Remarketing Proceeds in respect of Bank Notes, the
            Remarketing Agent shall notify, the Bank, the Trustee and the
            Borrower of such receipt. Upon its receipt of such notice, the Bank
            shall, pursuant to the Reimbursement Agreement, notify the
            Remarketing Agent and the Trustee by telephone, telecopy or telex,
            promptly confirmed in writing, that the Series A Notes have ceased
            to be Bank Notes and that the amount of the Letter of Credit has
            been automatically reinstated as provided therein, whereupon the
            Remarketing Agent will remit such Remarketing Proceeds as directed
            by the Bank. The Trustee shall not release the Bank Notes until it
            receives from the Bank the notice referred to in the


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            preceding sentence. The Remarketing Agent shall hold such
            Remarketing Proceeds in a segregated account of the Remarketing
            Agent for the benefit of the Bank, except that if the Series A
            Letter of Credit is not reinstated by an amount equal to the
            Remarketing Proceeds, then the Remarketing Agent shall hold such
            funds for the benefit of the purchasers which provided such
            Remarketing Proceeds.

      Section 9. Amendments to Section 4.03 of the Series A Note Agreement.

      (a) Subsection (c) of Section 4.03 of the Series A Note Agreement is
amended by deleting all references to the "Lender" therein and replacing them
with references to the "Bank".

      (b) Subsection (e) of Section 4.03 of the Series A Note Agreement is
amended by deleting the reference to the "Lender" in the last line thereof and
replacing it with a reference to the "Bank".

      Section 10. Amendment to Section 5.02 of the Series A Note Agreement.
Subsection (c) of Section 5.02 of the Series A Note Agreement is amended by
deleting all references therein to the "Lender" and replacing them with
references to the "Bank".

      Section 11. Amendment to Section 5.03 of the Series A Note Agreement.
Subsection (b) of Section 5.03 of the Series A Note Agreement is amended by
deleting the reference to the "Lender" in the last line thereof and replacing it
with a reference to the "Bank".

      Section 12. Amendment to Section 5.04 of the Series A Note Agreement.
Section 5.04 of the Series A Note Agreement is amended by deleting the second
and third paragraphs thereof in their entirety and replacing them with the
following:

            When the Series A Letter of Credit terminates or expires in
      accordance with its terms or a Substitute Series A Letter of Credit
      therefor is accepted hereunder, the Trustee shall immediately surrender
      the Series A Letter of Credit to the Bank. The Trustee hereby agrees that,
      except in the case of a redemption in part pursuant to Article III hereof
      or any other reduction in the principal amount of Series A Notes
      Outstanding, it will not under any circumstances request that the Bank
      reduce the amount of the Series A Letter of Credit. If at any time, all
      Series A Notes shall cease to be Outstanding, the Trustee shall surrender
      the Series A Letter of Credit to the Bank, in accordance with the terms
      thereof.


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            If at any time, the Bank shall fail to honor a draft presented under
      the Series A Letter of Credit, in conformity with the terms thereof, the
      Trustee shall give immediate telephonic notice thereof to the Remarketing
      Agent and the Borrower.

      Section 13. Amendment to Section 7.01 of the Series A Note Agreement.
Subsection (d) of Section 7.01 of the Series A Note Agreement is hereby deleted
in its entirety and replaced with the following:

            (d) Receipt by the Trustee of written notice from the Bank that an
            Event of Default has occurred under the Reimbursement Agreement
            accompanied by a demand by the Bank that the Trustee declare the
            Series A Notes to be immediately due and payable.

      Section 14. Amendments to Section 7.02 of the Series A Note Agreement.

      (a) Subsection (a) of Section 7.02 of the Series A Note Agreement is
amended by deleting the reference to the "Lender" in the second line thereof and
replacing it with a reference to the "Bank".

      (b) Subsection (b) of Section 7.02 of the Series A Note Agreement is
hereby deleted in its entirety and replaced with the following:

                  (b) Upon the occurrence of any Event of Default specified in
            Section 7.01(c), the Trustee shall notify the Bank of such Event of
            Default and shall, by notice to the Borrower, the Paying Agent (who
            shall promptly give such notice to the holders) and the Remarketing
            Agent declare the entire unpaid principal of and interest on the
            Series A Notes immediately due and payable, but only if directed to
            do so by the Bank, unless the Bank has dishonored a valid draw under
            the Series A Letter of Credit, in which event the Trustee may
            declare the entire unpaid principal of and interest on the Series A
            Notes immediately due and payable and, thereupon, in either case,
            the entire unpaid principal of and interest on the Series A Notes
            shall forthwith become due and payable.

      Section 15. Amendment to Section 7.03 of the Series A Note Agreement.
Section 7.03 of the Series A Note Agreement is amended (a) by deleting the
reference to the "Lender" in the first sentence thereof and replacing it with a
reference to the "Bank" and (b) by deleting the second sentence thereof in its
entirety and replacing it with the following:


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            If such instructions are received by, the Trustee, such draw
            proceeds and, if necessary, the moneys on deposit in the Interest
            Reserve Account, shall be immediately applied to the purchase of the
            Series A Notes, the acceleration of the Series A Notes shall be
            cancelled, the Series A Notes shall become Bank Notes and the Series
            A Notes shall be registered in the name of the Trustee, as agent and
            bailee of the Bank, and pledged under the Reimbursement Agreement as
            additional security for repayment of the Borrower's obligations
            under the Reimbursement Agreement.

      Section 16. Amendment to Section 7.05 of the Series A Note Agreement.
Section 7.05 of the Series A Note Agreement is amended by deleting the phrase
"and the Account Parties" between the words "Borrower" and "to" in the seventh
line thereof.

      Section 17. Amendment to Section 7.06 of the Series A Note Agreement.
Section 7.06 of the Series A Note Agreement is amended (a) by deleting the
references to the "Lender" in the second and fourth lines thereof and replacing
therein with references to the "Bank" and (b) by deleting the reference to the
"Lender" in the second line of subsection (b) thereof and replacing it with a
reference to the "Bank".

      Section 18. Amendment to Section 7.09 of the Series A Note Agreement. It
is acknowledged that reference to Section 7.03 in the first line of Section 19
of the First Supplemental Series A Note Agreement entitled "Amendment to Section
7.09 of the Series A Note Agreement" was a scrivener's error and that the
correct reference should have been to Section 7.09. Section 7.09 of the Series A
Note Agreement is deleted in its entirety and replaced with the following:

            Section 7.09 Bank Deemed Holder. For all purposes of this Article
      VII (other than receipt of payments), the Bank shall, so long as the
      Series A Letter of Credit shall not have been dishonored (other than for
      failure to receive a drawing in strict compliance with the terms thereof
      or other reason permitted by the Series A Letter of Credit), be deemed the
      holder and registered owner of all Series A Notes. As such, the Bank may
      take all actions permitted by this Article VII to be taken by the holders
      or registered owners of the Series A Notes, to the exclusion of the actual
      beneficial owners and registered owners of the Series A Notes.
      Notwithstanding any provision to the contrary herein, on or after the
      effective date of a Substitute Series A Letter of Credit which results in
      a Credit Modification, the Bank, as issuer of the Series A Letter of
      Credit replaced by such Substitute Series A Letter of Credit, shall be
      deemed the "Bank" hereunder for purposes of giving notice of default under
      Section 7.01(d) and for


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      purposes of exercising remedies hereunder, but only so long as (i)
      obligations remain owing to the Bank under the Reimbursement Agreement or
      the Loan Documents (as defined in the Reimbursement Agreement) or (ii)
      there remain outstanding hereunder any Bank Notes pledged to the Bank
      under the Reimbursement Agreement.

      Section 19. Amendment to Section 8.05 of the Series A Note Agreement.
Section 8.05 of the Series A Notes Agreement is amended by deleting the
references to the "Lender" in the sixth and tenth lines thereof and replacing
therein with references to the "Bank".

      Section 20. Amendment to Section 8.08 of the Series A Note Agreement.
Section 8.08 of the Series A Note Agreement is amended (a) by deleting all
references therein to the "Lender" or "Lenders" and replacing them with
references to the "Bank" or "Bank's", as applicable, and (b) by deleting the
following sentence after the last paragraph thereof:

            No resignation or removal of the Trustee shall be binding upon the
      L/C Issuer for purposes of the Series A Letter of Credit, and no successor
      Trustee shall have any rights to draw, except upon compliance with the
      transfer provisions therein set forth.

      Section 21. Amendment to Section 8.10 of the Series A Note Agreement.
Section 8.10 of the Series A Note Agreement is amended (a) by deleting all
references therein to the "Lender" and replacing them with references to the
"Bank" and (b) by deleting the following sentence after the last paragraph
thereof:

                  No such resignation or removal of the Remarketing Agent or
            appointment of or assignment to a successor Remarketing Agent shall
            be binding upon the L/C Issuer for purposes of the Series A Letter
            of Credit, unless set forth in an amendment to the Series A Letter
            of Credit issued by the L/C Issuer.

      Section 22. Amendment to Section 8.11 of the Series A Note Agreement.
Subsection (c) of Section 8.11 of the Series A Note Agreement is amended by
deleting the reference to the "Lender" in the fourth line thereof and replacing
it with a reference to the "Bank".

      Section 23. Amendment to Section 8.12 of the Series A Note Agreement.
Section 8.12 of the Series A Note Agreement is amended by deleting all
references to the "Lender" therein and replacing them with references to the
"Bank".

      Section 24. Amendment to Section 8.13 of the Series A Note Agreement.
Section 8.13 of the Series A Note Agreement is


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amended by deleting all references to the "Lender" therein and replacing them
with references to the "Bank".

      Section 25. Amendment to Section 8.14 of the Series A Note Agreement.
Section 8.14 of the Series A Note Agreement is amended by deleting all
references to the "Lender" or "Lender's" therein and replacing therein with
references to the "Bank" or "Bank's", as applicable.

      Section 26. Amendment to Section 8.16 of the Series A Note Agreement.
Section 8.16 of the Series A Note Agreement is amended (a) by deleting the
phrase ", to the extent provided in the Reimbursement Agreement," after the word
"shall" at the end of the fourth line thereof and (b) by deleting the reference
to the "Lender" in the fifth line thereof and replacing it with a reference to
the "Bank".

      Section 27. Amendment to Section 9. 01 of the Series A Note Agreement.
Subsection (f) of Section 9.01 of the Series A Note Agreement is amended by
deleting the reference to the "Lender" in the fifth line thereof and replacing
it with a reference to the "Bank".

      Section 28. Amendment to Section 9.02 of the Series A Note Agreement.
Section 9.02 of the Series A Note Agreement is amended by deleting the reference
to the "Lender" in the fourteenth line thereof and replacing it with a reference
to the "Bank".

      Section 29. Amendment to Section 9.06 of the Series A Note Agreement. The
heading and the first sentence of Section 9.06 of the Series A Note Agreement
are hereby deleted in their entirety and replaced with the following:

                  Section 9.06. Bank and Remarketing Agent Consent Required.
            Except to the extent that the consent of the Remarketing Agent or
            the Bank is not required for the action that is the subject of the
            amendment (e.g., removal of the Remarketing Agent, the Trustee or
            the Paying Agent by the Borrower upon the terms specified herein),
            an amendment to this Agreement or the Series A Notes shall not
            become effective unless the Remarketing Agent (but only to the
            extent that such amendment affects the rights, duties or obligations
            of the Remarketing Agent hereunder) and the Lender deliver to the
            Trustee their written consents to the amendment.

      Section 30. Amendment to Section 10.01 of the Series A Note Agreement.
Subsection (b) of Section 10.01 of the Series A Note Agreement is amended by
deleting the reference to, and the address of, the "L/C Issuer" and the "Lender"
therein and replacing them with the following:


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      If to the Bank:               Swiss Bank Corporation, New York
                                          Branch
                                    222 Broadway
                                    New York, New York, 10038
                                    Attention:
                                    Telephone No.:
                                    Fax No.:

      Section 31. Amendment to Section 10.09 of the Series A Note Agreement.
Section 10.09 of the Series A Note Agreement is amended by deleting the
reference to the "Lender" in the fourth line thereof and replacing it with a
reference to the "Bank".

      Section 32. Amendments to Exhibit A to the Series A Note Agreement - Form
of Series A Note. Exhibit A to the Series A Note Agreement (the "Form of Series
A Note") is hereby amended as follows:

      (a) The second boldface paragraph on the first page of the Form of Series
A Note (prior to the text thereof) is hereby deleted in its entirety and
replaced with the following:

            THIS SERIES A NOTE IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED
            BY, SWISS BANK CORPORATION, NEW YORK BRANCH (THE "BANK"), IS NOT
            INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS SUBJECT
            TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
            INVESTED. ALTHOUGH NOT GUARANTEED BY THE BANK, PAYMENTS OF PRINCIPAL
            AND INTEREST ON THIS SERIES A NOTE AND, IF REMARKETING PROCEEDS ARE
            NOT AVAILABLE, THE PURCHASE PRICE OF THIS SERIES A NOTE, WILL BE
            MADE FROM DRAWINGS UNDER THE SERIES A LETTER OF CREDIT ISSUED BY THE
            BANK. THE FAILURE OF THE BANK TO HONOR ANY DRAWING UNDER THE SERIES
            A LETTER OF CREDIT WILL NOT GIVE RISE TO ANY CLAIM OTHER THAN
            AGAINST THE BANK.

      (b) The second paragraph of the text of the Form of Series A Note,
beginning on page A-2 thereof, is amended by deleting the first sentence thereof
and replacing it with the following:

            This Series A Note is one of an issue not to exceed $10,000,000
            Hanover Direct, Inc. Flexible Term Notes, Series A (the "Series A
            Notes"), issued pursuant to a Series A Note Agreement dated as of
            November 9, 1994 (the "Series A Note Agreement"), as amended by the
            First Supplemental Series A Note Agreement dated December 29, 1995
            and the Second Supplemental Note Agreement dated December 18, 1996
            between the Borrower and Norwest Bank Minnesota, N.A., as trustee
            (in such capacity, the "Trustee") and Paying Agent, for the purpose
            of refinancing and/or financing certain


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            construction, refurbishment and related costs of an approximately
            530,000 square foot distribution facility of the Borrower located in
            Roanoke, Virginia and a new retail store of Gump's, Inc., a
            subsidiary of the Borrower located in San Francisco, California.
            Pursuant to the Series A Note Agreement, the Borrower has caused
            Swiss Bank Corporation, New York Branch (the "Bank") to issue its
            irrevocable Series A Letter of Credit dated the Date of Issuance (as
            hereinafter defined and as set forth above) of the Series A Notes
            (the "Series A Letter of Credit") in favor of the Trustee, in an
            amount sufficient to pay the Series A Facility Amount and unpaid
            interest on or Purchase Price of the Series A Notes, but not to
            exceed $9,638,541, pursuant to a Reimbursement Agreement dated as of
            December 18, 1996 (the "Reimbursement Agreement") by and among the
            Borrower and the Bank, which Series A Letter of Credit initially
            expires (subject to extension or earlier termination as provided in
            the Reimbursement Agreement and the Series A Note Agreement) on
            February 18, 1998. Substitute letters of credit may be delivered in
            accordance with the Series A Note Agreement.

      (c) The seventh paragraph of the text of the Form of Series A Note,
beginning on page A-4 thereof, is amended by deleting the third sentence thereof
in its entirety and replacing it with the following:

            Subject to the provisions of Section 7.09 of the Series A Note
            Agreement relating to the Bank as holder of the Series A Notes, the
            Borrower, the Trustee and the Paying Agent will recognize the
            Securities Depository Nominee, as hereinafter defined, while the
            registered owner of the Series A Notes so held, as the owner of the
            Series A Notes for all purposes, including (i) payments of principal
            and Purchase Price of, and interest on, the Series A Notes, (ii)
            notices and (iii) voting, subject to certain qualifications as
            stated in the Series A Note Agreement.

      (d) Section 1 of the Form of Series A Note, beginning on page A-5 thereof,
is amended by deleting the following definition:

            "Bank" means, individually and collectively, the Lender and the L/C
            Issuer.

      (e) Subsection (f) of Section 3 of the Form of Series A Note, beginning on
page A-9 thereof, is amended by deleting the reference to the "Lender" in the
third line thereof and replacing it with a reference to the "Bank."


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      (f) Subsection (a) of Section 4 of the Form of Series A Note, beginning on
page A-10 thereof, is amended by deleting the reference to the "Lender" in the
fourth line of the last paragraph thereof and replacing it with a reference to
the "Bank."

      (g) Section 7 of the Form of Series A Note, beginning on page A-13
thereof, is amended by deleting the second sentence of the first paragraph
thereof in its entirety and replacing them with the following:

            The Series A Note Agreement directs the Trustee to declare an
            acceleration upon written notice by the Bank of the occurrence and
            continuance of an event of default under the Reimbursement Agreement
            and upon the occurrence of certain other Events of Default under the
            Series A Note Agreement. The Trustee has the right to accelerate the
            entire unpaid principal of and interest on the Series A Notes in
            certain events only with the Bank's consent, all as provided in more
            detail in Article VII of the Series A Note Agreement to which
            reference is hereby made.

      Section 33. Deletion of Exhibit C to Series A Note Agreement. The Series A
Note Agreement is amended by deleting Exhibit C thereto.

      Section 34. Effect of Second Supplemental Series A Note Agreement. Except
as modified hereby, all of the terms and provisions of the Series A Note
Agreement shall remain in full force and effect.

      Section 35. Governing Law. This Second Supplemental Series A Note
Agreement and the Series A Note Agreement, as amended hereby, shall be deemed to
be contracts made under, and for all purposes shall be construed in accordance
with, the laws of the State of New York.

      Section 36. Severability. If any provision of this Second Supplemental
Series A Note Agreement shall be determined to be unenforceable by a court of
law, that shall not affect any other provision of this Second Supplemental
Series A Note Agreement.

      Section 38. Counterparts. This Agreement may be signed in several
counterparts, each of which will be an original and all of which together will
constitute the same instrument.

                        [Signatures on following page.]


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      IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Series A Note Agreement to be duly executed as of the day and year
first above written.

                                          HANOVER DIRECT, INC.


                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

[CORPORATE SEAL]

                                          NORWEST BANK MINNESOTA, N.A.
                                          as Trustee and Paying Agent


                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________


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