EXHIBIT 10.24

                                                    Re:    3311 Boyington
                                                        Carrollton. Texas

                     2ND AMENDMENT TO LEASE AGREEMENT


  THIS 2ND LEASE AMENDMENT (this "Amendment") is made this _______ day of
  __________________ 1999 by and between GATEWAY CENTRAL PROPERTIES,  and
  BEAUTICONTROL COSMETICS, INC. ("Lessee").

                            R E C I T A L S:

       A.    Crow Deansbank  No. 7  ("Prior Lessor")  and Lessee  entered
  into that certain lease  (the "lease") dated June  6, 1990 and  Norwood
  Reunion DFW Industrial  Limited, ("Prior Lessor")  as amended March  13
  1995 and Lessee pursuant to which Lessee leased approximately   102,053
  square feet  in  that  certain  facility  located  at  3311  Boyington,
  Carrollton, Texas (the "Project").

       B.    Lessor has  succeeded to  Prior  Lessor's ownership  of  the
  Project and rights as Lessor under the Lease.

       C.    Lessor and Lessee  desire to renew  and extend  the term  of
  the Lease subject to the terms set forth in this Amendment.

       NOW THEREFORE for and in consideration of the covenants set  forth
  above and  other  good  and valuable  consideration,  thc  receipt  and
  sufficiency of which are hereby acknowledged and confessed, the parties
  intending to be legally bound do hereby agree as follows:


  1. Extensions   The term  of the Lease  is extended  for an  additional
    period  of  sixty (60)  months  commencing  on October  1,  1999  and
    terminating on September  30, 2004.  The  base rental due during  the
    extension period will be  calculated as follows per square foot,  per
    annum and must be paid by Lessee to Lessor in monthly installments.


                             Annual                Monthly
              Months        Base Rent             Base Rent
              -----         ---------            ----------
               1-12          $4.10NN             $34,868.11
              13-24          $4.l5NN             $35,293.33
              25-36          $4.2ONN             $35,718.55
              37-48          $4.25NN             $36,143.77
              49-6O          $4.30NN             $36,568.99
<PAGE>
  2. Renewal Option. Provided that the Lessee is not in default of any of
    the terms,  covenants and conditions  hereof and this  Lease has  not
    been assigned or the premises (or part thereof) sublet, Lessee  shall
    have the right and option to  extend the original term of this  Lease
    for one  further term of sixty  (60) months.   Such extension of  the
    original term  shall be on the  same terms, covenants and  conditions
    as provided for  in the original term  except for this paragraph  and
    except that the rental during thc extended term shall be at the  fair
    market rental then in effect on equivalent properties, of  equivalent
    size.   Lessee shall, deliver  written notice to  Lessor of  Lessee's
    intent to  exercise the renewal option  granted herein not more  than
    six (6) months nor less than four (4) months prior to the  expiration
    of the  original term of this  Lease.  In the  event Lessee fails  to
    deliver such written notice  within the time period set forth  above,
    Lessee's right to  extend the term hereof shall  expire and be of  no
    further force  and effect.  In the event  Lessor and  Lessee fail  to
    agree in writing upon the fair market rental within thirty (30)  days
    after exercise by Lessee  of this renewal option then Lessee's  right
    hereunder to extend the term shall become null and void.

  3. Section 32. First Right of Refusal. This section shall be deleted in
    its entirety

  4. Miscellaneous.  The Lease is further  amended wherever necessary  in
    order to reflect the  amendments set forth  in this  Amendment.   The
    Lease, as amended hereby, is hereby ratified, confirmed and deemed in
    full force and effect.   This Agreement may  be executed in  multiple
    counterparts each of which will be  deemed an original, but  together
    constitute one and the same instrument.

    IN WITNESS WHEREOF, this Amendment has been executed  as of (but  not
    necessarily on) the day and year first above written.


                                LESSOR:

                                GATEWAY CENTRAL PROPERTIES INC.,
                                a California Corporation

                                      by: /s/
                                          ------------------------
                                          TA Realty Corp. as Agent
                                             Scott I. Oran
                                             Regional Director


                                LESSEE:

                                BEAUTICONTROL. COSMETICS, INC.

                                    By:   /s/
                                          ------------------------
                                    Name:

                                    Title: C.O.O.