Replies to post #8 on Hanover Direct, Inc. (fka HNVD)

[futurecyborg]

6. Defendant Wayne P. Garten (“Garten”) has, at all relevant times, been the President,
Chief Executive Officer and a director of Hanover. Garten is a Chelsey appointee on the board.

7. Defendant Paul S. Goodman (“Goodman”) was designated by Chelsey to fill a
vacancy on the board effective April 12, 2004.

8. Defendant Donald Hecht (“Hecht”) was elected a director of the Company effective
November 18, 2003, the date of the Recapitalization.

9. Defendants David Brown and Robert Masson are, and at all relevant times have been,
directors of Hanover.

10. The defendants referred to in paragraphs 4 through 9 are collectively referred to
herein as the "Individual Defendants."

11. The Individual Defendants are in a fiduciary relationship with plaintiffs and the other
public stockholders of Hanover, and owe them the highest obligations of good faith, fair dealing, due care, loyalty and full and candid and adequate disclosure.

CLASS ACTION ALLEGATIONS
12. Plaintiffs bring this action on their own behalf and as a class action, pursuant to Court
of Chancery Rule 23, on behalf of themselves and the public shareholders of Hanover common stock (the "Class"). Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any of the defendants.

13. This action is properly maintainable as a class action.

14. The Class is so numerous that joinder of all members is impracticable. As of
February 27, 2006, there were approximately 8 million publicly held shares of Hanover common stock outstanding.

15. There are questions of law and fact which are common to the Class including, inter
alia, the following:
(a) whether the offer described herein is grossly unfair to the Class;
(b) whether defendants have breached their fiduciary and other common law duties owed by them to plaintiffs and the other members of the Class; and
(c) whether plaintiffs and the other members of the Class would be irreparably damaged were the transactions complained of herein consummated.


16. Plaintiffs are committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiffs’ claims are typical of the claims of the other members of the Class and plaintiffs have the same interests as the other members of the Class.

Accordingly, plaintiffs are adequate representatives of the Class and will fairly and adequately protect the interests of the Class.