Brian Harriss is an experienced senior financial executive with a strong record of accomplishment and leadership with global consumer product and direct marketing companies. His strengths and experience are operational, with particular emphasis in strategic analysis, acquisitions and development and organizational turnarounds. He is intellectually rigorous but personally collegial. His openness, frankness and honesty is combined with a personal enthusiasm and sincerity that have enabled him to work positively and constructively with the people at all levels of the enterprises in which he has worked. Many of the positions he has held have been the direct result of these qualities, and, on many occasions in his career, senior executives have specifically picked him for troubleshooting or key assignments. He does not like bureaucracy. He has a bias for action, and he believes his personality has contributed to successfully mobilizing the management teams he has worked with into positive action and results.

Brian grew up in Westchester, New York. He is one of four children. His father was a professor of economics at Columbia University. He and his siblings grew up with a strong academic orientation. Additionally, the family lived for two years in Europe while his father was a Fulbright professor. With the exception of his two years abroad, Brian went straight through the Bronxville public school system. There he had a broad array of interests: sports, student government, yearbook, etc. He was a male valedictorian of his class and won an honorary scholarship to Harvard College where he majored in government; he won honorary academic scholarships in recognition of his academic performance in all four undergraduate years and graduated with honors. He continued his education at Columbia University where he attended both the law and business schools. He had not intended to practice law, but he believed the training and discipline would be a valuable asset in his business career. Nonetheless, he took and passed the New York State Bar examination after graduation.

Brian began his professional career on Wall Street in 1975 with Dean Witter & Co. He was an Associate of Corporate Finance in the investment banking group. He found the work unexciting, as the primary activity was tedious numbers crunching (well before the p.c.) for senior managers. After a year, Brian was asked if he would like to move to the Private Placements group; the firm's business was growing and his legal training was an asset. Brian found this discipline more exciting and rewarding because he was involved in direct contact with institutional investors and assisted in the placement of securities.

After two years with Dean Witter & Co., Brian was contacted by a headhunter concerning a position in the Corporate Planning Department of PepsiCo; he was offered the position and accepted. He was assigned the Wilson Sporting Goods business. He was the corporate liaison with the division and responsible for analyzing all phases of the operation: annual plans, current performance, capital requests, strategic plans and acquisitions. He prepared and presented monthly briefings to PepsiCo's COO and other senior executives. At the time, Wilson was not meeting PepsiCo's profit objectives despite heavy trade loading and extended credit datings.

Brian concluded that, despite a lowered annual goal, Wilson would not achieve its forecasts. Furthermore, he warned that the unit might continue unsound business practices while trying to meet the new, lowered objectives. Additionally, he analyzed the sporting goods industry and advanced the view that it was a complex amalgamation of many different, discrete types of product lines with vastly different consumer and trade characteristics. Unpredictable fads and fashions played important roles, and he stated that Wilson would never deliver the consistent, predictable growth that PepsiCo desired.

At the end of his first year, his assessments proved correct. Poor performance and, more importantly, poor business practices caused PepsiCo to change senior management at Wilson. The newly appointed President specifically requested that Brian be assigned to him to help him understand and rationalize Wilson. (A few years later, PepsiCo sold Wilson Sporting Goods in an MBO after it was unable to attract a corporate buyer. Most of Brian's strategic assessments about the business characteristics of both Wilson and the sporting goods industry were confirmed.)

After eighteen months in corporate Planning, Brian was promoted to Director of Business Planning for PepsiCo Foods International, PepsiCo's international snack foods business with operations in eleven foreign countries. In this role, Brian had direct line responsibility for the Division's annual operating and strategic planning processes, capital planning and acquisition due diligence. While the division exceeded PepsiCo's targets for both sales and profit growth, individual performance among the units varied from excellent to poor. Brian attributed this to a flag planting mentality and advocated a more focused investment strategy.

He recommended the sale of the Venezuelan operation and a harvest approach at the Japanese joint venture, both marginal performers. These recommendations were accepted. Additionally, he supported a more aggressive investment in Mexico when the business, which had an 80% share, was attached when Mexico's dominant bakery company entered the salty snacks market. Senior management accepted his strong advocacy of the strategic view that it was wiser to spend money short-term and sacrifice some current profit in order to defend the company's dominant position long-term, particularly when the threat came from a successful, well capitalized competitor. The competition never achieved any material market share; the unit's defensive investment increased both share and profit over the next two years.

After two years, Brian was promoted to Vice President of Finance for the division's Canadian snack food operation. This was the second largest operation within the division with sales of $100 million, but it had historically broken even or generated a small loss. It was a weak number three in the Canadian snack market. The business was regionally branded.

Brian brought a portfolio analyst's perspective to the operation. He recommended closing a plant in Vancouver and servicing the Western provinces from Ontario. The plant was sold, $5 million of capital recovered, and a $1 million annual loss turned into a small profit. Marketing funds were redirected at Quebec where the company's brands were a strong number two. Efforts to expand in Ontario, where the business was a weak number three, were restrained and an opportunistic strategy was utilized. Brian and the Sales Vice President analyzed the very concentrated Canadian trade structure and jointly presented the view that the market could not support three snack food brands, and, as a result, the operation would never produce a return on assets meeting PepsiCo's hurdle rate. (A few years later, PepsiCo formed a joint venture with the market leader and dramatically shifted the value stream back to the manufacturer from the trade.)

Towards the end of his first year in Canada, the Division's President asked Brian to return to headquarters in the new position of Director of Strategic Planning, PepsiCo had at the time announced a key Corporate objective to sharpen its strategic planning in order to best prioritize and focus overall corporate investment. Three months into the job, PepsiCo changed management and put Michael Jordon in charge of the division. Jordon had come to PepsiCo from McKinsey and had headed the PepsiCo Corporate Planning group prior to Brian's employment. He was acknowledged to be one of PepsiCo's sharpest strategic thinkers. Naturally, Brian had personal insecurities about how Jordon would appraise his strategic planning efforts. Jordon accepted Brian's synthesis with only modest alterations.

When the division purchased a 50% interest in the Arnott's snack food business in Australia, Brian went to Sydney where he spent six months performing a variety of financial and planning tasks to upgrade the financial reporting and planning systems in the business. When this assignment was completed, Brian left PepsiCo because he and his young family wanted to return to the Northeast rather than take another foreign assignment.

Within two months of his return to New York, Brian was recruited as Director of Finance for the international operations of Tampax (since renamed Tambrands). Under new management, Tambrands was aggressively expanding its overall business. Brian was involved in acquisitions in Spain, Mexico and Brazil of each country's largest feminine protection company. Significant time was also spent in China negotiating a start-up joint venture. These activities resulted in a major sales and profit increase for the international unit.

In 1985, Brian was recruited as Vice President of Finance for the North American Beverages operation of Cadbury Schweppes. This division had denigrated its operations trying to achieve unrealistic profit goals. A new management team was assembled to stabilize and grow the business and over 100 middle and senior level managers were let go. The 1984 year-end external audit included fifteen serious audit comments. Brian led a cultural turnaround that restored financial integrity within the organization and set the stage for explosive growth over the next decade.

Over the next four years, Brian and the senior management team in North America dramatically transformed the business. The acquisition of the Canada Dry, Crush, Sunkist, Hires, and Sundrop brands increased market share in U.S. soft drinks from .5% to 7% while the acquisition of four food and beverage businesses expanded and strengthened the Mott's division.

Brian was the division's financial leader in this effort handling financial valuation, negotiation and integration. The overall results dramatically improved profits and produced returns well in excess of the parent company's cost of capital. During this period, Brian received promotions and greater responsibility as a result of his contributions and accomplishments. Brian is proud of this period in his career, particularly the respect he received from his peers in the senior management team. He believes his skills at cooperation and conciliation helped to energize the group and eliminate turf and ego problems during a turbulent period when the organization structure changed repeatedly as new businesses were purchased and integrated. In 1990, Brian was promoted to CFO of Cadbury Schweppes' global beverage operation.

Brian and his peers in the Beverages division of Cadbury Schweppes continually had to fight for their business proposals with the parent company in London. Cadbury Schweppes was primarily a chocolate confectionery company, and the Beverages operation was a secondary priority. During this period, Sir Adrian Cadbury was the Chairman and Dominic Cadbury was the CEO. Based in America, the Beverages team had to continually battle for their business vision in order to obtain the necessary acquisition capital to fund expansion.

In 1991, Jim Schadt, CEO of the Worldwide Beverages operation, asked Brian to consider an assignment in London. The position was Group Vice President - Development reporting to Dominic Cadbury, the Group CEO. Mr. Schadt suggested to Brian that an American in Group Headquarters in this role could have considerable influence in developing a more objective Group attitude towards the growth objectives of the Beverages division. Brian interviewed for and was offered the job for a three-year assignment. At the time, the plan was for him to return as CFO for Beverages in 1994

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Brian immediately impacted the Group attitude towards strategic planning by instituting a new system for the surfacing and analysis of internal development projects that focused on overall economic return rather than profit impact in the first or second year. Brian felt that large corporations overly focused on short term financial results, due to financial market pressures, at the expense of longer-term value creation. The new approach surface over fifty material growth projects. At the same time, he was involved in the acquisition of Mexico's leading mineral water company.

After only five months in this position, Brian returned to Beverages as CFO. Beverages had been trying to purchase 100% of the Dr Pepper / 7-Up Company since 1987 (when it had purchased a 35% equity position in Dr Pepper in a LBO). Beverages made a proposal (the fourth) in 1991 to the Group Board. Although Group Finance agreed to both its economic and strategic value, the Board did not approve the proposal.

Shortly after the meeting, Dominic Cadbury asked Mr. Schadt to move his Beverages management team from Stamford, Connecticut to London. When all managers on this team refused to relocate, Dominic and Frank Swan, the newly appointed Beverages head, asked Brian to return to the role of Beverages CFO and assist in establishing the London office.

Over the next two and a half years, Brian was involved in the continued expansion of Beverages. Key activities included the acquisition of A&W Brands, analysis and rationalization of the operation's European bottling operation, the purchase of an incremental 19% of Dr Pepper, and a $400 million Group equity offering. The Beverages division continued to produce sales and profit growth exceeding Group targets during this period.

When Brian's contractual period in England ended in 1994, he opted to return to the U.S. in order to put his three children back into American schools. Despite the tremendous personal, family, and professional experiences during these three years in London, Brian did not want to become a permanent expatriate.

Brian views his almost ten years at Cadbury as tremendously satisfying and productive. He feels he was a key player in the transformation of the Beverages operation from a bit player to a strong international competitor. He believes that his financial judgment and expertise materially contributed to the dramatic improvement in the Company's stock price and global reputation.

Brian returned to America and left Cadbury Schweppes in September of 1994. In December, he was recruited as CFO for the Thompson-Minwax Company. These market-leading do-it-yourself brands were being sold by Kodak which was divesting all of its non photo-imaging operations. The business had been purchased by a New York investment firm.

Brian faced tremendous challenges in this new company. The business was a brand and manufacturing asser spin-off, and the new management group had to build a completely new operating infrastructure. Brian had to create a financial organization to manage tax, treasury, general accounting, financial planning and reporting, etc. However, the greatest challenge was MIS. The new company had negotiated a one-year MIS service agreement with Kodak and had this short period to establish a stand-alone system.

Brian and his internal and external team were successful in completing this task in eight months, and they installed a fully integrated, state-of-the-art IS capability. Concurrent with this MIS conversion, Brian and his team also prepared three different audits. one of which supported a purchase price adjustment claim against the seller of $30 million that was settled in favor of Thompson Minwax for $18 million. Additionally, operating costs were cut, and a revised, lower cost employee benefits structure was installed. First year profits increased 40%, and the Thompson and Minwax brands gained share.

Despite these successes, the business did not meet the fiscal targets of the buyers, who had made a preemptive bid to buy the business after a limited period of due diligence. For example, approximately $15 million in one-time startup costs necessary for the establishment of the new company were not contemplated by the purchasers. Additionally, the initial estimates for structural cost savings (made before Brian's arrival) were overestimated.

Brian and the other senior executive had bought equity in the new company. The intent was to take the company public. However, despite the record IPO market in 1996, the company's investment bankers told them that the business could not be taken public at that time. The financial owners decided to auction the business privately. During this period, Brian left the business.

He was recruited by Jim Schadt, now Chairman and CEO of Reader's Digest, to fill the newly created role of Vice President of Corporate Development. Over the past decade, Reader's Digest had maintained an unchanged marketing process that had produced a steady decline in customers and an increasingly older customer base. Brian's role was to support the company's new strategy to expand both its range of products and sales distribution channels.

Brian quickly established relationships in the investment banking and publishing communities to create a deal flow of new opportunities. Over one hundred opportunities surfaced in the short period of six months. Brian created the appropriate structure to evaluate these new proposals efficiently and focus company resources on those with the greatest potential, return, and strategic fit.

In addition to alliances and acquisitions, he proposed a variety of product and sales channel opportunities that offered the potential to dramatically expand the product mix and exploit new selling opportunities. Despite his energetic efforts, Brian's group in the U.S. and Europe was eliminated in a corporate restructuring after Jim Schadt resigned and the previous Chairman returned to manage the business on an interim basis.

After leaving Reader's Digest, Jim Schadt became a limited general partner in Dailey Capital Management, L.P., a startup venture capital firm. He introduced Brian to the firm, and Brian was hired as Managing Director. Brian assisted in numerous startup activities critical to the establishment of the organization, development of the fund, creation of offering memoranda, and establishment of the management structure and Advisory Board.

Brian managed the firm's first investment, a convertible debt tranche with Bids Inc, developer and owner of Compuship, an e-business internet platform to facilitate online freight scheduling between shippers and carriers in the $450 billion domestic transportation market. The investment was rapidly converted to equity giving Dailey Capital Management 70% ownership. The conversion process required the legal establishment of a new entity to purchase the assets of Compuship without acquiring most of the Bids, Inc. liabilities unrelated to the product. Brian engaged counsel and directed this process.

Brian was recruited by Hanover Direct, Inc. as Senior Vice President, Chief Financial Officer in June of 1999 and promoted to Executive Vice President in 2001. Hanover Direct is a $550 million direct mail catalog marketer with an e-commerce webservice and fulfillment operation.

Brian initially reorganized and reenergize the finance group, initiated an investor relations program, managed a private equity search initiative with a leading Wall Street firm, structured the process for reorganizing the company's 45 subsidiaries into two distinct operating subsidiaries with new legal, finance and tax organizations, organized and spearheaded the process to allow for a public market equity offering in either of the parent's newly created subsidiaries. When a late 1999 SEC accounting change threatened reported net income, Brian restructured a key membership upsell program including the valuation and sale of an administrative subsidiary resulting in a $19 million improvement in reported profits over two years. He negotiated the sale of a real estate partnership and liquidated it for book value and the elimination of $8 million of contingent future lease liabilities. He restructured the company's lending base with a new $82 million credit facility that redeemed $24 million in public debt, eliminated a $24 million standby L.C. and reduced overall interest costs $1.5 million annually. In late 1999, he restructured and sold a company operation to generate a gain of $4.3 million and eliminate the application of a new accounting rule that would have prospectively reduced reported profits approximately $15 million.

Upon the change of Chief Executive Officers in late 2000, he was a key participant in a strategic business realignment program that eliminated low or negative return units and focused the business against core catalog units. In concoction with this program, key accomplishments during 2001 included:

1.)IMPROVED OPERATIONS: Reported fiscal 2001 EBITDA of $ 19.3 million, an improvement of $ 68.4 million over fiscal 2000 EBITDA of $ (49.1) million; Reported a net loss of $ (5.8) million for the fiscal year ending December 28, 2001, an improvement of $75.0 million when compared with the net loss of $ (80.8) million in fiscal 2000;Reduced the net loss by $75.0 million despite a reduction in net revenues of $70.8 million, or 11.7%, from $ 603.0 million in fiscal 2000 to $532.2 million in fiscal 2001; Delivered internet sales to $81.8 million, an increase of approximately 30% over fiscal 2000 internet revenues; Eliminated approximately 830 positions, including 54 positions at or above the level of Director, and reduced annualized payroll and benefits in excess of $39 million; Closed the Maumelle distribution and San Diego telemarketing facilities and sold the Kindig Lane property to rationalize and reconfigure the Company's operations infrastructure, reduce costs and improve productivity; Concluded a new agreement with MemberWorks, Inc. to provide telemarketing sales services; Executed long term supply contracts with strategic paper, printing and telecommunications vendors to assure the consistent supply of essential products and services and stabilize current and future costs; Consolidated the management and operations of the Gump's retail store and the Gump's by Mail catalog operation in San Francisco; Restructured the Change in Control Plan and reduced potential future costs by over $15 million or 55%; Downsized administrative offices in New Jersey to facilitate the sublet of 57,000 square feet of excess space.

2.)ELIMINATED UNPRODUCTIVE BUSINESSES: Closed the Kitchen & Home, Domestications Kitchen & Garden, Turiya, The Company Store At Home, Great Finds, Outtakes, and Encore catalogs, and the Always in Style and Compagnie de la Chine operations; Terminated the Desius operation and serviced web development activities from within the existing IT organization.

3.)STRENGTHENED THE BALANCE SHEET: Consummated a Common and Preferred Stock restructuring agreement with Richemont Finance S.A. that reduced outstanding Common Stock by 74.1 million shares and exchanged the Company's Series A Preferred Stock for a new Series B Preferred Stock with more favorable near-term redemption provisions and the elimination of dividends; Sold certain assets and liabilities of the Improvements business to HSN, a division of USA Networks Inc.'s Interactive Group, for $33.4 million and entered into a fulfillment services agreement between HSN and the Company's Keystone subsidiary for up to three years; Sold the Kindig Lane fulfillment warehouse in Hanover, Pennsylvania for $4.7 million; Maintained the Company's American Stock Exchange (AMEX) listing, subject to ongoing quarterly review.

In early 2002, the important needs of a family member, further complicated by his need to have hip replacement surgery, dramatically changed Brian's short-term priorities and necesscitated a reduction in his work load for twelve months. Aware of the demands of the position, Brian relinquished his position as Executive Vice President & Chief Financial Officer and assumed the role of Executive Advisor to the Chairman, President & Chief Executive Officer of Hanover Direct, Inc. He continued to be employed with Hanover Direct, consulting with the Chairman and Chief Executive regularly on critical business matters.

     In November 2002, following the resolution of family demands and successful hip replacement surgery, Brian returned to Hanover Direct, Inc. on a full time basis in the new position of Executive Vice President, Human Resources & Legal, with responsibilities for the Human Resources and Legal functions of the company.