<PAGE>   1
                                                                   EXHIBIT 10.23



                                                         [RAPISTAN SYSTEMS LOGO]


December 14, 1999




MANNESMANN DEMATIC RAPISTAN CORP. ("RAPISTAN SYSTEMS") WITH OFFICES LOCATED
AT: 8600 W. Royal Lane, Suite 100 A
    Irving, TX  75063

SUBMITS THIS PROPOSAL TO:                 EQUIPMENT TO BE INSTALLED AT:
      HOME INTERIORS & GIFTS, INC.             HOME INTERIORS & GIFTS, INC.
      4550 Spring Valley Road                  Carrollton, TX
      Dallas, TX  75244

This PROPOSAL consists of the following documents:

1.   Sales Agreement No. 56-5879 Rev B., including General Terms and Conditions
     (Exhibit A)
2.   This Proposal, Tabs 1 through 7 and Pages 1 through 34.
3.   Rapistan Systems drawings: Other Documents:  None

In the event of conflict between any documents, the document first listed above
shall govern all documents listed below it.

All of the information in the Proposal is confidential and has been prepared for
Home Interiors' use solely in considering the purchase of the equipment
described. Transmission of all or any part of this information to others or Home
Interiors' use for any other purpose is unauthorized without Rapistan Systems'
prior written consent. All Rapistan Systems specifications and drawings will
remain the property of Rapistan Systems and are subject to recall at any time.

Copyright, Mannesmann Dematic Rapistan Corp., 1999. The contents of this
Proposal may not be reproduced without the express written permission of
Rapistan Systems Corp.

THIS PROPOSAL SUBMITTED BY:

/s/ BRAD BIJONOWSKI        SALES ENGINEER                 972-929-7700
------------------------   ----------------------------   ----------------------
 BRAD BIJONOWSKI           TITLE                          PHONE

/s/ ROYAL SMITH            GENERAL MANAGER                972-929-7700
------------------------   ----------------------------   ----------------------
ROYAL SMITH                TITLE                          PHONE

This Proposal will remain valid through December 23, 1999. In the event this
Proposal is not accepted prior to this date, then the price, schedule, and other
portions of this Proposal could be subject to change.


<PAGE>   2


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


INTRODUCTION

Rapistan Systems is pleased to present this Proposal to provide a RapidPICK
Paperless Picking System for Home Interiors' Facility in Carrollton, TX.


PROPOSAL CONTENT

DESCRIPTION OF RapidPICK SYSTEM: This section describes the system's physical
layout, control system architecture, hardware features and provides a detailed
Description of Operation for key operating features of the RapidPICK System
being proposed.

EQUIPMENT SPECIFICATIONS: This section provides a list of the individual
components and the quantities of each being proposed for the system, along with
a description of the major operator interfaced components.

PARAMETERS: The section specifies what will be provided in terms of engineering,
installation, training, manuals, testing and warranty by Rapistan Systems, as
well as defines project responsibilities to be provide by Purchaser.

CLARIFICATIONS AND EXCEPTIONS: This section notes all clarifications and
exceptions to Purchaser's bid request and specifications.

CONTRACT TERMS: These sections define the proposed project schedule, quoted
prices, and proposed Terms and Conditions.

SALES AGREEMENT: Sales agreement between Purchaser and Mannesmann Dematic
Rapistan Corp.


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF RAPIDPICK SYSTEM

ABBREVIATIONS AND DEFINITIONS

The following list of abbreviations and definitions will be used through the
following Proposal.

BayCOLOR                    LED device used to indicate zone boundaries
                            by changing color, red or green, and
                            indicates Picks in a bay by flashing.

Host                        Purchaser's computer that gathers order data
                            from their stores and/or Purchasers.

MaxiPICK                    4D Four digit red LED display device used to
                            indicate pick quantities and their status,
                            and for acknowledgment at the pick location.

Operator                    Person supervising and monitoring the
                            RapidPICK System console.

Order                       A group of line items required to supply
                            goods to a Purchaser.

Picker                      Person performing order picking.

Remote                      Terminal Non-PC terminal, with monitor and
                            keyboard, remotely located and used to
                            perform system functions, view order and
                            picker status and request report printing.

SKU                         Stock Keeping Unit.

SubCONTROLLER               Unit which controls and monitors all
                            activity in specified zones. Communicates
                            with SystemCONTROLLER and picking devices.

SystemCONTROLLER            UNIX based computer from which all functions
                            are controlled.

Tethered Scanner            A hand held barcode scanner directly
                            connected to the operating system by
                            communication cable.


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF RAPIDPICK SYSTEM
CONTINUED

UPS                         Uninterruptable Power Supply used to provide
                            power to the picking system and its
                            components in the event of power failure
                            within the facility.

ZonePANEL                   Display Panel used to show order status,
                            zone status, prompt various picking
                            activities, perform diagnostics on system,
                            and act as a redundant picking device.

PHYSICAL FACILITY

Pick To Light System

The proposed Pick-to-Light System is to be installed in (2) mirrored pods of (2)
three-level pick modules. A total of (1412) pick slot locations will be covered
by pick displays in a total of (20) case flow rack bays and (706) pallet bays.
All pallet and flow rack is supplied by others.

The RapidPICK System will utilize three conveyors: one (1) powered takeaway and
two (2) gravity flankers. The powered takeaway conveyor will include right angle
power transfers for zone routing onto the appropriate gravity conveyor. The
cartons will serpentine all three levels of two (2) modules before traveling to
a dunnage and sealing area.

The Case Flow rack will be arranged in groups of bays, with every zone having
one ZonePANEL and one tethered scanner. The ZonePANEL is positioned at the
beginning of every zone, allowing for the indication of order status. Every
other Rack Bay has a BayCOLOR in the center of the shelf at eye level. The
BayCOLOR will indicate the zone boundaries by displaying different colors for
adjacent zones, and will flash to identify that there are picks within a bay.
The Pallet Rack will be arranged in groups of bays, with every zone having one
ZonePANEL and one tethered scanner at each end, for forward and reverse picking.
The Pick Device for the Pallet Location will be located on the cross member
above the pallet.

BAY FACE CONFIGURATIONS

The bay layout will vary according to the type of pick. Typical carton flow and
pallet flow configurations are shown, along with the required quantity of
devices.


DESCRIPTION OF RAPIDPICK SYSTEM


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
CONTINUED


                 [TYPICAL CARTON FLOW RACK CONFIGURATION CHART]

                     TYPICAL CARTON FLOW RACK CONFIGURATION


Device          Quantity per Bay     # of Bays           Total
MaxiPICK 4D                   24    (TYP)     20               456


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
DESCRIPTION OF RAPIDPICK SYSTEM
CONTINUED



                    [TYPICAL PALLET RACK CONFIGURATION GRAPH]

                       TYPICAL PALLET RACK CONFIGURATION


Device         Quantity per Bay     # of Bays           Total
MaxiPICK 4D                  2               706             1412


                              OVERALL SYSTEM

Device         Pallet Location      Carton Location     Total
MaxiPICK 4D                  1412                 456         1868


SYSTEM ARCHITECTURE AND LAYOUT

RapidPICK is managed by the SystemCONTROLLER, which is linked to distributed
intelligent SubCONTROLLER devices via the RP2NET communication system to ensure
a real-time response for all processes. There is a dedicated system console,
keyboard and report printer attached to the SystemCONTROLLER for all user
initiated functions.


DESCRIPTION OF RAPIDPICK SYSTEM


<PAGE>   7


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
CONTINUED


SubCONTROLLERs monitor and control all the activities for specified sections of
the system, under the direction of the SystemCONTROLLER. The section of the
system managed by a single SubCONTROLLER is referred to as a physical zone. Each
SubCONTROLLER is capable of controlling multiple logical zones.


<PAGE>   8


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF OPERATION

The following sections highlight key system operating components of the proposed
RapidPICK system.

SYSTEM OVERVIEW

Pick Modules

Orders for picking are downloaded from the WMS to the RapidPICK SystemCONTROLLER
in waves. Waves are predetermined by the WMS based on cubing of the shipping
trucks. Each wave is approximately 1/4 of a load for 10 of the 20 available
trucks. The WMS will divide all orders into the two mirrored picking pods,
keeping picking volume approximately equal.

A picker will induct an order by pushing the next button on the zone display and
scanning a unique bar code (by others), which is placed on a shipping carton.
This marries the picking carton to the order number. Once an order has been
accepted for picking in a zone, the BayCOLOR in each bay of that zone will flash
to show activity. Note: the BayCOLOR will always be lit as either red or green,
alternating from zone to zone, providing a definition of zone boundaries. Where
there are active picks in the zone, the slot display devices will be lit. The
MaxiPICK 4D devices will show the pick quantity for each item.

Orders will start in the candle area, where a picker will pick to a special
candle box (exact dimensions to be determined). The picker will be directed to
the appropriate items by the pick to light system. Once all picks are completed
in this zone, the picker will either pass the carton on to the next zone, or, if
the carton is full, onto the take away conveyor. The picker in the last zone of
a picking area will release the carton to the powered take away conveyor, where
the system will transport it to the next appropriate zone.

As a carton becomes full, the picker will close out the carton, send the carton
out of the picking area, induct a new carton for the order and continue picking.
The contents of this completed carton are now married to the order number by the
unique bar code.

As a carton of an order is received into a subsequent picking area, the label on
the carton is scanned by the picker, which lights the required picks in the
zone. If there are no picks in this zone, the zone display will acknowledge
this, and the picker will pass the carton into the next zone.

If there is not adequate product to fill an order, two approaches can be taken.
The picker can either suspend the order and place the carton underneath the
gravity


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999

DESCRIPTION OF OPERATION
CONTINUED

flanker to be filled later, or the quantity can be decremented on the slot
display and the order can be shipped short. All items and quantities are sent to
the WMS upon carton close out.

Packing and Shipping

Completed cartons are serpentined through all three levels of both modules in a
picking pod. Once out of the modules, the cartons are conveyed to a dunnage and
sealing station. The operator will scan the unique bar code id on the carton
(scanner and required computer hardware by others), and the WMS will print a
shipping label and packing list. The shipping label, which contains a sort
destination, will be secured on top of the box. The packing list will be placed
inside the box, along with dunnage, by others. The carton will then be manually
pushed into a carton sealer, also by others, and conveyed to the shipping
sorter. The shipping sorter will divert the carton down to the appropriate truck
and send a confirmation to the WMS for manifesting.

DATA BASE RESPONSIBILITIES (WMS)

Host Responsibilities

Purchaser's Host Computer is responsible for creating the order files necessary
for the picking operation. It is the responsibility of the Host system to
maintain the SKU to slot location data base.

Download/Upload of Orders

The Host interface to the RapidPICK System will be through an Ethernet
connection using TCP/IP and FTP. The Host interface is the responsibility of the
Purchaser. The Host system will download order picking instructions to the
RapidPICK System. At a minimum, these instructions will include the order
number, each slot location number and the quantity to be picked from that slot.

Pick transaction details are uploaded from the RapidPICK System upon carton
close-out or completion of an order. These uploads will include carton content
data. Short pick data will be uploaded at completion of an order.


<PAGE>   10

Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF OPERATION
CONTINUED

RapidPICK System PickMAP

The RapidPICK System will light locations for the pick operation by matching the
pick slot location name in the order file with the position of a display device
in the pick module. This information is held in the PickMAP.

The primary purpose of the PickMAP is to associate the location names with the
physical wiring of the RapidPICK System. Other relationships, such as the
relationship of bays to zones and the sequence in which the devices are to be
lit, are also in the PickMAP.

RapidPICK System Zone Maps

To evenly distribute the picking work load to multiple pickers, the system is
divided into work zones. These work zones are identified to the pickers in two
ways. First the zone number is displayed on the ZonePANEL(s) corresponding to
the zone. Second the BayCOLOR devices of each bay shows the boundary of the
zones by displaying in different colors (primarily in red or green). Adjacent
bays of the same color are in the same zone.

Depending on picking volume or number of pickers available, the zone map can be
changed via the system monitor menu screen. This can be done by choosing one of
the pre-defined zone maps or by creating a new zone map to cover a special
condition. The RapidPICK System allows for an unlimited number of zone maps to
exist, but it is recommended that no more than 50 zone maps ever be in existence
at one time.

Changing of the zone map requires the system to be stopped and restarted for the
new map to take effect. This means all orders active in a zone must be completed
before the change is made to the map. It is advisable to re-scan an order into
the zone it was just completed in to be sure no picks are missed. This is
extremely important because the new zone could include additional downstream
bays.

Label Printing

All carton labels are printed by the WMS.

The unique Carton label will be applied to the order carton by the induction
operator before the order can be inducted into a pick zone.


DESCRIPTION OF OPERATION


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
CONTINUED

A shipping label will be applied to the shipping carton at the dunnage and
sealing area.


MANAGEMENT TOOLS AND REPORTS

The RapidPICK2 user interface is a color text based screen with pull down menus
and function key support. Function keys are used to access specific functions,
based on what is currently selected on screen (context sensitive).

There are two levels of password protection that can be assigned to critical
functions such as order deletion, if required.

Start/Stop

The Start/Stop pull down menu provides options to start and stop the entire
system, run End-of-Day processing, manual pick an order, stop and start
individual processes and display general operation system information.

Start All

Start all of the processes in the RapidPICK2 System.

Shutdown All

Shuts down all of the processes in the RapidPICK2 System.

End-of-Day Processing

 End-of-Day processing clears all picked cartons from the system database,
resets statistics and productivity counters, clears logs and otherwise cleans up
the system for use in the next shift. Time taken to process can vary widely
depending on the type of configuration options used and the volume of data in
the database.

End-of-Day processing will be automated to occur at a pre-defined time during a
non-operational period. It can also be configured to produce certain reports
automatically.

The End-of-Day process will be configured as follows;

o        Shutdown controllers

DESCRIPTION OF OPERATION
CONTINUED


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Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999

End-of-Day Processing (cont.)

o    Reset statistics and productivity counters
o    Clear system log files
o    Delete upload System Acknowledgement files
o    Delete completed orders
o    Delete all orders older than a pre-set number of days
o    Restart the system after completion

Maintenance

 Provides the facility to manually shut down individual processes and restart
them individually. All processes can also be started fresh (i.e. initialized
without retaining previous picking information) from the Maintenance menu or
individually started fresh.

Others

Displays general operating system information.

Inquires

The Inquires pull down menu provides a number of inquire screens which can be
used to track the progress of a carton, as well as display system log files for
diagnostic purposes.

Order Status

Displays a `drill down' order number list, which can be used to show the
current diverting/picking progress of the order as well as the last divert point
which the order was seen.

Orders which haven't been started (un-started picks) maybe selected from the
list and deleted manually by the system supervisor.

Find Order

Provides the same features as the Order Status menu option, however the
operator is prompted to key in the specific order number rather than search a
list.


DESCRIPTION OF OPERATION
CONTINUED


<PAGE>   13


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
System Log

The System Log provides an audit trail of RapidPICK2 activities including any
exceptions that may require action. The contents of this file can be viewed at
any time by selecting a menu key.

Comms Log

The Comms Log provides an audit trail of RapidPICK2 communications activities
including any exceptions that may require action. The contents of this file can
be viewed at any time by selecting a menu key.

Reports

The Reports pull down menu provides a number of reports that can be printed on
the attached report printer. Typical reports include order picking, location
statistics, deleted orders, completed orders and shorted picks.

Note: Statistic based reports are only current for the shift in which they are
generated (i.e. once End-of-Day processing is run the statistics are reset for
the next shift).

Following are examples of the reports that may be used to monitor picking
activity and statistics. Period statistics, for example, day, month and year are
updated when statistics are cleared during End-of-Day processing.

Order Picking Summary by Zone

Prints a report showing the work throughput during the current shift on a per
zone basis.

Order Picking Summary by Picker

Prints a report showing the work throughput and productivity during the current
shift on a picker basis. Any pickers that have logged on during the shift will
be included in the report.


DESCRIPTION OF OPERATION
CONTINUED


<PAGE>   14

Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
Location Statistics


Prints a report showing the hits/picks on a location basis, based on the work
processed during the current shift.

The following is a typical representation of this report:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                     ***** LOCATION STATISTICS *****

Location               Hits                Picks
================================================================================
<S>                    <C>                 <C>
A20-10-A05             43                  4312
B10-15-B02             23                  432
B10-17-C03             123                 4322
B20-20-A04             43                  4321


================================================================================
--------------------------------------------------------------------------------
</TABLE>


Deleted Orders

 Prints a list of all orders that were manually deleted during the last shift.
Information is lost after running End-of-Day processing.

 The following is a typical representation of this report:

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                        ***** DELETED ORDER REPORT *****

                          Printed: 10:30:12pm 10/04/97

14:11 Jun26 Order  001041895 successfully deleted from the system



================================================================================
--------------------------------------------------------------------------------


Completed Order

Prints a list of all orders that have been picked prior to running End-of-Day
processing.

The following is a typical representation of this report:


DESCRIPTION OF OPERATION
CONTINUED


<PAGE>   15


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
                       ***** COMPLETED ORDER SUMMARY *****

    Carton             Received                Started                   Completed
======================================================================================
<S>             <C>                     <C>                     <C>
001042093       6:58:17pm 06/24/97      10:32:08am 06/26/97     10:52:46am 06/26/97
001042096       6:58:17pm 06/24/97       9:04:16am 06/26/97     10:41:08am 06/26/97
001042122       6:58:18pm 06/24/97       9:20:05am 06/26/97     10:46:08am 06/26/97
         SHORT: Zone 13 Location A20-10-A05          Required: 2       Picked: 0


======================================================================================
--------------------------------------------------------------------------------------
</TABLE>



Shorted Orders

Prints a list of all orders that were short picked during prior to running
End-of-Day processing.

The following is a typical representation of this report:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
                      ***** COMPLETED ORDERS SUMMARY *****

    Carton             Received                 Started                   Completed
===========================================================================================================
<S>             <C>                     <C>                      <C>                          <C>
001042122       8:57:12am 10/04/97      9:30:12am 10/04/97       10:46:12am 10/04/97
                SHORT: Zone       2     Location: A10-10-A05     Required: 20                 Picked: 12
                SHORT: Zone       2     Location: A10-09-C02     Required: 10                 Picked: 0
635273128       9:00:32am 10/04/97      9:30:40am 10/04/97        1:12:32pm 10/04/97
                SHORT: Zone       1     Location: A10-10-A05     Required: 2                  Picked: 1
                SHORT: Zone       4     Location: A10-09-C02     Required: 5                  Picked: 0
                SHORT: Zone       6     Location: B10-14-B06     Required: 10                 Picked: 0
321434991       9:00:33am 10/04/97      9:30:45am 10/04/97       11:32:05am 10/04/97
                SHORT: Zone       4     Location: A10-10-A05     Required: 4                  Picked: 0
                SHORT: Zone       5     Location: A10-09-C02     Required: 7                  Picked: 4

===========================================================================================================
-----------------------------------------------------------------------------------------------------------
</TABLE>


Order Summary Report

Prints a totaled report showing the number of orders received, picked, short
picked, etc. prior to running End-of-Day.

The following is a typical representation of this report:


<PAGE>   16


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF OPERATION
 CONTINUED

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                            ***** ORDER SUMMARY *****

Order
================================================================================
<S>                                   <C>
Last cleared:                         6:48pm  06/25

RECEIVED
         Total:                       285
         Today:                       113
         Since last cleared:          113

UNRELEASED:                           0

RELEASED
         Total:                       134
         Today:                       113
         Since last cleared:          113

STARTED                               1

PICKED
         Total:                       150
         Today:                       150
         Since last cleared:          150

================================================================================
--------------------------------------------------------------------------------
</TABLE>


Incomplete Order Summary

Prints a list of all orders that have been inducted into a zone and still has
picks remaining.

The following is a typical representation of this report:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
                   ***** INCOMPLETE CARTON SUMMARY *****

    Order          Received         Last Accessed       Scheduled Diverts       Diverts Remaining
                                                       12345                   12345
========================================================================================================
<S>          <C>                  <C>                  <C>                    <C>
001041895     7:34:24am            7:59:32am           ---XX                   -----
             06/25/97             06/25/97


========================================================================================================
--------------------------------------------------------------------------------------------------------
</TABLE>


Un-started Orders Summary

Prints a list of all orders which have not been inducted into a zone.

The following is a typical representation of this report:


<PAGE>   17


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF OPERATION
 CONTINUED

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
                       ***** UNSTARTED ORDER SUMMARY *****

    Order             Received            Last Accessed       Scheduled Diverts       Diverts Remaining
                                                             12345                 12345
===========================================================================================================
<S>              <C>                   <C>                   <C>                   <C>
001041895        7:34:24am 06/25/97    7:59:32am 06/25/97    --X-X                 --X--



===========================================================================================================
-----------------------------------------------------------------------------------------------------------
</TABLE>

Per Picker Report

Prints a report showing the work throughput and productivity for a picker.

The following is a typical representation of this report:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
                            ***** ORDER PICKING SUMMARY BY PICKING TEAM *****


   Team         Logon     Total    Orders    Total    Hits    Total    Picks       Hits      Ave. Time/
   Name         Time      Orders   Per Hr    Hits    Per Hr   Picks    Per Hr   Per Order       Order
==========================================================================================================
<S>           <C>         <C>      <C>       <C>     <C>      <C>      <C>      <C>          <C>
One           10:12:43    321      32        432     43       3213     321      40           .58
Two           10:22:23    312      30        4324    420      16403    1592     23           2.40
Three         3:12:43     32       10        54      18       4343     1447     32           1.45



==========================================================================================================
----------------------------------------------------------------------------------------------------------
</TABLE>

This report can be generated using any one of the following time requirements:

1)   Current Shift Picker - This is information accumulated since the last EOD
     operation has taken affect.
2)   Current Day Picker - This is any information that has accumulated since
     midnight. If EOD was ran after midnight for the previous day, this report
     will contain the information that was generated by EOD and the Current
     Shift Information.
3)   Current Month Picker - This is all the information that has accumulated
     since midnight on the first day of the month.
4)   Current Year Picker - This is all the information that has accumulated
     since midnight on the first day of the year.
5)   Any Day Picker - This is the current day picker information for any
     specified day.
6)   Any Month Picker - This is the entire month picking summary for any given
     month.
7)   Any Year Picker - This is the entire years picking summary for any given
     year.


<PAGE>   18


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


DESCRIPTION OF OPERATION
CONTINUED

Per Zone Report

Prints a report showing the work throughput and productivity for a zone.

The following is a typical representation of this report:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
                            ***** ORDER PICKING SUMMARY BY PICKING TEAM *****


                 Picking      Total      Hits      Total      Picks
                  Period       Hits     Per Hr     Picks      Per Hr
 =========================================================================================
<S>             <C>          <C>        <C>       <C>        <C>
 Zone 1         2:01:34      125        61        486        239
 Zone 2         1:04:51      43         39        157        145
 Zone 3         0:00:00      0          0         0          0



 =========================================================================================
------------------------------------------------------------------------------------------
</TABLE>

This report can be generated using any one of the following time requirements:

1)   Current Shift Zone - This is information accumulated since the last EOD
     operation has taken affect.
2)   Current Day Zone - This is any information that has accumulated since
     midnight. If EOD was ran after midnight for the previous day, this report
     will contain the information that was generated by EOD and the Current
     Shift Information.
3)   Current Month Zone - This is all the information that has accumulated since
     midnight on the first day of the month.
4)   Current Year Zone - This is all the information that has accumulated since
     midnight on the first day of the year.
5)   Any Day Zone - This is the current day picker information for any specified
     day.
6)   Any Month Zone - This is the entire month picking summary for any given
     month.
7)   Any Year Zone - This is the entire years picking summary for any given
     year.

System Status display

The System Status is displayed at the bottom of the screen. It shows the status
of the RapidPICK2 software controllers, the number of carton in the system, the
file system usage and any zone errors.


<PAGE>   19


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


RAPIDPICK SYSTEM EQUIPMENT SPECIFICATION

SYSTEM HARDWARE LIST
<TABLE>
<CAPTION>


HARDWARE:                         SYSTEM QTY.                RECOMMENDED SPARES QTY.

<S>                               <C>                        <C>
SystemCONTROLLER                          1                                  1

SubCONTROLLER                            16                                  2

Fiber Link                               16                                  2

ZonePANEL 2D                            200                                 15

MaxiPICK 4D                            1868                                100

BayCOLOR                                216                                 20

Daughterboard                           216                                 20

PowerSPLICE                             137                                 10

RP2NET Interface Card                     1                                  1

Report Printer                            1                                  0

Modem (SystemCONTROLLER)                  1                                  0

Marquees                                 36                                  0

Tethered Scanner                        200                                 10

Uninterruptable Power Source              8                                  0

Slot Display Cables                   1 Lot                                N/A

P-TAP                                   200                                 15

Aluminum Ducting & Capping (feet)      6300                                  0

12 VAC Fuses                            706                                 70

120 VAC Fuses                            32                                  4

"As-Built" Documentation              1 Lot                                N/A
</TABLE>


<PAGE>   20


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


HARDWARE SPECIFICATIONS

This section defines the hardware to be used, the number of units of each type
and the location of each. It also describes the electrical requirements for the
proposed system.

SYSTEMCONTROLLER

The proposed RapidPICK System incorporates a single SystemCONTROLLER which is
linked to Purchaser's Host/WMS computer system. Communications between the two
computers will be over a Purchaser provided 10BaseT Ethernet system using TCP/IP
with FTP. The SystemCONTROLLER will include a modem which allows for remote
monitoring of the system, and an uninterruptable power supply to allow for
orderly shutdown of the system operation in the event of power failure. The
SystemCONTROLLER will be a UNIX based Compaq Pentium computer with dual hard
drives.

SUBCONTROLLER

                                    [GRAPHIC]

To distribute processing and increase system performance, (16) SubCONTROLLERs
are used within the system. They buffer data and transactions effecting an
orderly flow of information within the network. Each SubCONTROLLER is connected
to the local devices through a fiber optic link. The design of this link
isolates upper level equipment from static and other electrical discharge that
may occur at the picking faces. The SubCONTROLLER and its supporting devices are
installed in a Nema 1 enclosure.


<PAGE>   21


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


SUBCONTROLLER PANEL


                                    [GRAPHIC]


<PAGE>   22


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


FIBER LINK
                                    [GRAPHIC]

ZONEPANEL
                                    [GRAPHIC]

The system is organized into zones. Every zone will have a ZonePANEL to provide
important information to the picker. The ZonePANEL will display: zone number,
order number, and number of lines to be picked. The ZonePANEL provides direct
scanner interface to the RapidPICK System for entering orders into zones for the
picking process.

P-TAP

                                    [GRAPHIC]


<PAGE>   23


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


SLOT DISPLAYS


All pick slot locations within the RapidPICK system will have a light to
indicate when a location requires a pick. Multiple types of devices have been
chosen based on product movement and type of system operation. These devices are
referred to as slot displays. The slot displays clip into a specially designed
rigid aluminum rail that is mounted to the face of the storage equipment. All
wiring is concealed and protected by the ducting and its cover.

MaxiPICK 4D

                                    [GRAPHIC]

MaxiPICK device that consists of a red four (4) digit LED display, red LED
indicator light, "OK" acknowledgment button, "Action" button and two (2)
decrement buttons. The unit is used to indicate and acknowledge picks, and allow
the picker to perform certain operational functions. The MaxiPICK 4D is also
used to drive BayCOLOR devices. The maximum number of slot display device which
can be driven by a single MaxiPICK 4D is sixty (60).

BAYCOLOR

                                    [GRAPHIC]

A BayCOLOR device consists of a five light LED array capable of displaying in
different colors. There is one BayCOLOR per bay. They indicate the zone
boundaries by displaying a different color for each zone. When a pick is
required in the zone, the unit flashes. The BayCOLOR is driven by a MaxiPICK 4D
device in the bay.

POWERSPLICE

                                    [GRAPHIC]

The PowerSPLICE is used throughout the system to boost the power to the MaxiPICK
and secondary devices.


<PAGE>   24


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


MODEM

The SystemCONTROLLER is equipped with an external modem to allow service access
by Rapistan Systems' engineering and technical support personnel.

DUCTING

                                    [GRAPHIC]

The aluminum duct is a rigid aluminum extrusion that is used for mounting
various MaxiPICK devices. It can be mounted by screwing onto a mounting bracket
or shelf face. A plastic duct cover is used to fill in the space between duct
mounted devices. The duct cover protects these devices from dirt, mechanical
abuse and electrical noise.

UNINTERRUPTABLE POWER SUPPLY (UPS)

Uninterruptable power supplies are provided in the system to prevent the lost of
operating date in case of building power interruption. These units monitor their
power source, if a loss of power is detected they switch to their internal
battery power. The UPS unit used for the SystemCONTROLLER will also send a
signal to the SystemCONTROLLER when a loss of building power is detected. The
SystemCONTROLLER will run a controlled shutdown procedure, shutting itself down
to prevent the loss of data.

TETHERED SCANNER

One Tethered Hand Held Scanner is provided per ZonePANEL.


<PAGE>   25


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


RAPIDPICK SYSTEM PARAMETERS

PROJECT MANAGEMENT

The project will be assigned to an experienced Rapistan Systems' Project Manager
who will function as Purchaser's primary contact for all contractual issues
related to the project.

SYSTEM ENGINEERING

System Engineering for this project will be handled by a team of engineers
consisting of one or more Project Engineers and Software Engineers.

Controls Project Engineer

Each project will be assigned to a Lead Project Engineer from the Pick-to-Light
Controls Group who will have primary responsibility for the form, fit and
function of the system. Additional engineers will be assigned accordingly.

Software Engineer

Each project will be assigned to a Lead Software Engineer who will have
responsibility to work with the Lead Project Engineer to select the correct
Computer hardware and software, and to set-up, configure and test that hardware
and software to meet the requirements of the project. Additional engineers will
be assigned accordingly.

SITE CONDITION PRIOR TO START OF INSTALLATION

Installation of building, mezzanines, platforms, conveyor, pallet racks, case
flow racks, and static shelving is to be completed in the area of the RapidPICK
System installation prior to start of RapidPICK System installation. The area
around the RapidPICK installation must be a safe environment free of
construction hazards.

ETHERNET SYSTEM REQUIREMENTS

The Purchaser is responsible for providing a dedicated and isolated TCP/IP
Ethernet network segment (10/100baseT) with intelligent hub and all drops
necessary for Pick to Light printers, computers, terminals, etc. All
connectivity hardware and software on the Host is the responsibility of the
Purchaser. The interface point will be the connector on the end of the Ethernet
cabling with a 10baseT connector. This connection point must be within 3'-0" of
the usage point.


<PAGE>   26


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


RAPIDPICK SYSTEM PARAMETERS
CONTINUED

MODEM LINE

The Purchaser is responsible for providing a dedicated analog modem line for
Rapistan support for a period of one year after start of beneficial use of the
system for software warranty.

POWER SUPPLY FOR UPS PROTECTED PORTION OF SYSTEM

Purchaser will provide 110 VAC power drops at agreed locations for Rapistan
Systems' UPS units from which Rapistan Systems will distribute the power to the
Pick-to-Light control system.

ELECTRICAL OUTLETS FOR SYSTEM

Purchaser will provide 110 VAC duplex outlets at agreed locations for RapidPICK
peripheral equipment. This will include Remote terminals.

RACKS AND SHELVING

The RapidPICK System will be installed on the flow racks provided by the
Purchaser. Typical bay configuration drawings have been included within this
Proposal. Installation of the flow racks and shelving to be completed before
schedule start date for installation of the RapidPICK System.

SLOT LOCATION NAMING CONVENTION

Purchaser will provide specifications for the finalized physical locations and
naming convention of pick slots within the system a minimum of four (4) weeks
after receipt of order.

SLOT LOCATION BARCODES

Purchaser will install barcode labels for each individual SKU location.

OPERATION AND MAINTENANCE MANUALS

Rapistan Systems will provide three (3) copies each of the Operation and
Maintenance Manual for the system. These manuals will form the guide for
operator and maintenance training.


<PAGE>   27


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


RAPIDPICK SYSTEM PARAMETERS
CONTINUED

OPERATOR TRAINING

Focus is on operational procedures and safe and proper use of the installed
system.

MAINTENANCE TRAINING

Training designed for Purchaser maintenance personnel. Topics include
troubleshooting, parts removal, parts replacement, service intervals and
documentation familiarization.

SOFTWARE TRAINING

Topics include system start-up and power down, diagnostics, console use,
peripherals, trouble shooting and error handling. This training is normally
conducted during system integration and field installation. Designed for systems
supervisor and technical personnel.

SOFTWARE DATA FOR TESTING

Purchaser will provide Rapistan Systems with the required data to begin system
software testing a minimum of six (6) weeks prior to the commencement of on-site
project installation.

SYSTEM ACCEPTANCE TESTING

Upon completion of the installation, tests will be performed to assure that the
system operates in accordance with the Detailed Functional Specification as
agreed to by Purchaser and Rapistan Systems. Any discrepancies between the
system operation and the Detailed Functional Specifications will be corrected by
Rapistan Systems or its designated agent. It is also a requirement of the
acceptance test that all software be completed, tested and documented. Purchaser
will provide test materials and operating personnel as required to operate the
system during the test periods. Test materials will include sample product, pick
cartons, and test labels.

WARRANTY

For warranty of Rapistan Systems' supplied System Hardware and Software, refer
to General Terms and Conditions (Exhibit "A" of this Proposal), item No. 2.


<PAGE>   28


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999

RAPIDPICK SYSTEM PARAMETERS
CONTINUED

YEAR 2000 COMPLIANCE WARRANTY

The Rapistan manufactured software and hardware provided to purchaser, along
with all integrated third party certified software and hardware, for this
project is designed to be used prior to, during and after the calendar year 2000
A.D. and will operate during each such period without error relating to date
data. This system, when used in conjunction with other information technology
systems, will accurately process date data provided the other systems also
furnish Year 2000 Compliant date data.

EMERGENCY SERVICE

For a period of 90 days, beginning at start of warranty, Rapistan Systems'
Emergency Telephone Service is available 24 hours per day, 7 days per week, at
no charge. Your call will be referred to and promptly handled by experienced
Rapistan Systems Technicians who will attempt to quickly resolve the problem
through phone discussions and modem support.

Should troubleshooting efforts by Rapistan Systems Technicians determine that
assistance by Engineering is required, Rapistan Systems will respond in a timely
(best effort) manner between the hours of 7:45 AM and 4:45 PM Eastern Time
Monday through Friday. 24 Hour extended support programs are available at
additional cost.

After 90 days, Emergency Telephone Service will be provided on a time and
material basis (minimum one hour charge) or purchased as part of an extended
support program.

Rapistan Systems Emergency On-Site Service is available on a best effort
response and on a time and expense basis.

MAINTENANCE

Maintenance of the installed system is the responsibility of the Purchaser upon
start of the warranty period. Rapistan Systems offers a Preventive Maintenance
program at an additional cost.


<PAGE>   29


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


CLARIFICATIONS AND EXCEPTIONS

RAPIDPICK SYSTEM TECHNICAL CLARIFICATIONS AND EXCEPTIONS

1.       The interface between the Host/WMS and the Rapid PICK2 System is via
         FTP over TCP/IP and is the Purchaser's responsibility to provide.

2.       The Purchaser must provide the LAN networking equipment and cabling
         with drops with the appropriate connectors for direct connection to
         Rapistan's RP2 SystemCONTROLLER.


<PAGE>   30


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


SCHEDULE



<PAGE>   31


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999


PRICE:


The price for the performance of Rapistan Systems work described in this
Proposal is as follows:


<TABLE>
<S>                                                                 <C>
RapidPICK2 System Investment (Includes Zone Routing Software)...... $640,110.00
Pick To Light Spare Parts.......................................... $ 25,855.00
Freight............................................................ $  3,000.00

PICK TO LIGHT INVESTMENT........................................... $668,965.00

Estimated taxes at 8.25%........................................... $ 55,190.00

TOTAL INVESTMENT................................................... $724,155.00
</TABLE>


<PAGE>   32


Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999



PAYMENT TERMS:

Rapistan Systems agrees to submit invoices and Home Interiors agrees to pay
invoices in accordance with the terms and conditions of the agreement and the
invoice and payment schedule shown below. All payments shall be made at the
address indicated on Rapistan Systems' invoice.

A late payment charge of prime plus two percent will be added to any amount not
received by Rapistan Systems on or before the invoice payment date indicated on
the payment schedule. Where this rate exceeds a maximum rate permitted by
applicable law, the permissible rate will apply.

In connection with Rapistan Systems' obligation to install the Equipment, the
final invoice, per the invoice and payment schedule, may be held as retainer.
Home Interiors will pay the retainer amount within 15 days after Rapistan
Systems' completion of the installation, testing of the equipment, acceptance of
the equipment and goods by Purchaser, and delivery to Purchaser of (a) duly
executed unconditional waivers of mechanics' and materialmens' liens from
Rapistan Systems and every supplier of work, material, goods or services in
connection with the equipment, (b) originals of any and all warranties
associated with the equipment and goods, (c) originals of any and all user
guides and manuals and owner's manuals associated with the equipment and goods,
and (d) an affidavit of Rapistan Systems listing all persons who supplied,
manufactured, and/or installed the equipment and goods (collectively,
"Installation Commissioning"). However, should there be a dispute about the
completion of the Installation Commissioning, then Home Interiors shall inform
Rapistan Systems of any claimed defects in the Equipment and the amount
necessary to correct claimed defects will be mutually determined in writing.
Home Interiors will then pay the final invoice less the determined amount. Home
Interiors will pay the remaining retainer upon correction by Rapistan Systems of
any defects in the Equipment as mutually determined.


<PAGE>   33

Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999
Invoices and payment will be forwarded to provide for receipt by the appropriate
party on the date shown.

<TABLE>
<CAPTION>
                                                                                             DATE PAYMENT
                                                   INVOICE                                   RECEIVED BY
INVOICE DATE       INVOICE DESCRIPTION              VALUE            AMOUNT                RAPISTAN SYSTEMS
------------       -------------------              -----            ------                ----------------
<S>                <C>                              <C>           <C>              <C>
     12-17-99      Down Payment                      25%          $167,241.00        Upon Written Notification to
                                                                                               proceed
     01-01-00      Engineering Complete
                        All Equipment In Mfg.        15%          $100,345.00                Net 15 days
     02-01-00      Equipment Shipped                 35%          $234,138.00                Net 15 days
     03-01-00      Installation Complete             15%          $100,345.00                Net 15 days
     06-01-00      Retainer                          10%          $ 66,896.00       Net 15 days after Installation
                                                                  -----------
                                                                                            Commissioning

                   TOTAL                                          $668,965.00
</TABLE>


<PAGE>   34
Home Interiors                                           [RAPISTAN SYSTEMS LOGO]
56-5879 Rev. B
December 14, 1999







This Sales Agreement, hereinafter called "Agreement", made by and between Home
Interiors & Gifts, Inc., 4550 Spring Valley Rd., Dallas, TX 75244, hereinafter
called "Home Interiors" and Mannesmann Dematic Rapistan Corp., 8600 W. Royal
Lane, Suite 100 A, Irving, TX 75063, hereinafter called "Rapistan Systems",
constitutes Agreement of the parties as follows:

        1.     Rapistan Systems agrees to sell to Home Interiors and Home
               Interiors agrees to purchase from Rapistan Systems, the equipment
               and any services described in Rapistan Systems Proposal No.
               56-5879 Rev. B, dated December 14, 1999, Tabs 1 through 7 and
               Pages 1 through 34 for the price set forth in the Proposal and on
               the terms and conditions of Exhibit A.

        2.     This Agreement constitutes the entire agreement between the
               parties and no oral or other representation shall prevail,
               notwithstanding any other terms and conditions of any order
               submitted by Home Interiors. Any changes, modifications, or
               additions to this Agreement are binding and enforceable only if
               made in writing and signed by both parties.






Approved and Executed By:

HOME INTERIORS & GIFTS, INC.                   MANNESMANN DEMATIC RAPISTAN CORP.

/s/ BETTINA SIMON                              /s/ ROYAL SMITH
-------------------------------------------    ---------------------------------
Signature                                      Signature

Vice President, General Counsel & Secretary    General Manager
-------------------------------------------    ---------------------------------
Title                                          Title

December 15, 1999                              December 15, 1999
-------------------------------------------    ---------------------------------
Date                                           Date