Exhibit 20.2



May 5, 2004




Board of Directors
Secretary
Hanover Direct, Inc.

Gentlemen:

I hereby resign as Chairman of the Board, a member of the Board of Directors and
the Nominating Committee thereof, President and Chief Executive Officer of
Hanover Direct, Inc. (the "Company") and from any positions I may hold with any
subsidiaries of the Company all effective immediately, but conditioned upon the
agreement of the parties to a settlement of all claims, including but not
limited to my claims under my employment contract.

Sincerely,



Thomas C. Shull