HANOVER DIRECT INC
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y51968ex10-2.txt
<DESCRIPTION>AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>   1
EXHIBIT 10.2

                              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,



<PAGE>   2


        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

                                      2




</TEXT>
</DOCUMENT>
