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                                                                   EXHIBIT 10.23


                       SECOND AMENDMENT TO LOAN AGREEMENT


         THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered
into effective the 31st day of July, 1998, by and among CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a national banking association, f/k/a TEXAS COMMERCE BANK
NATIONAL ASSOCIATION ("Lender"), with its office at 201 E. Main, El Paso, Texas
79901, HELEN OF TROY L.P., a Texas limited partnership, with its principal
office at 6827 Market Avenue, El Paso, Texas 79901 ("Borrower"), and HELEN OF
TROY LIMITED, a Bermuda corporation, with its principal office at 6827 Market
Avenue, El Paso, Texas 79915, HOT NEVADA, INC., a Nevada corporation, with its
principal office at 1325 Airmotive Drive, Suite 130, Reno, Nevada 89502, HELEN
OF TROY LIMITED, a Barbados corporation, with its principal office at P.O. Box
36, Lucas Street, Bridgetown, Barbados, West Indies, HELEN OF TROY NEVADA
CORPORATION, a Nevada corporation, with its principal office at 6827 Market
Avenue, El Paso, Texas 79915, and HELEN OF TROY TEXAS CORPORATION, a Texas
corporation, with its principal office at 6827 Market Avenue, El Paso, Texas
79915 (collectively "Guarantors") for the purpose of amending and supplementing
that one certain Loan Agreement dated as of December 31, 1996, among Lender,
Borrower, HELEN OF TROY LIMITED and HELEN OF TROY TEXAS CORPORATION, as amended
by an Amendment to Loan Agreement dated effective July 31, 1997 (the "Loan
Agreement"). Capitalized terms used, but not otherwise defined, in this
Amendment shall have the meanings ascribed to them in the Loan Agreement.

         WHEREAS, Borrower has requested Lender to (i) replace the current
committed revolving line of credit with an uncommitted revolving line of credit
in the same amount, (ii) cancel the existing Revolving Credit Loan Note, which
has no current outstanding principal balance, (iii) extend the period in which
Borrower may request loans under the new uncommitted revolving credit line of
credit, and (iv) increase the minimum required Consolidated Net Worth, all in
accordance with the terms of this Amendment, which Lender is willing to do upon
the terms and conditions hereinafter set forth;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lender, Borrower and Guarantors
hereby agree as follows:

         1. GENERAL. This Amendment is intended to delete from the Loan
Agreement any obligation on the part of the Lender to make a Loan to Borrower,
and to replace any such obligation with an uncommitted facility. Any references
in the Loan Agreement to a Borrowing, Commitment, Commitment Period, Revolving
Credit Loan Note, and other terms indicating a committed facility are hereby
deleted to the extent inconsistent with this Amendment. The term "Note" shall
now refer to each note executed by the Borrower to evidence an Advance (as
hereinafter defined), and the term "Loan" shall mean each Advance approved by
the Lender and evidenced by a Note.

         2. ADVANCE PERIOD. The Commitment Period as used in the Loan Agreement
is hereby cancelled and from July 31, 1998 until July 31, 2000 (the "Advance
Period"), the Lender


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shall establish an uncommitted line of credit for the benefit of the Borrower
subject to the terms and conditions of the Loan Agreement, as amended.

         3. LINE OF CREDIT. Subject to the terms and conditions of the Loan
Agreement, as amended, the Lender hereby establishes during the Advance Period,
an uncommitted line of credit (the "Line of Credit") in favor of the Borrower,
pursuant to which the Lender may, in its sole discretion, from time to time make
advances in an aggregate amount of TEN MILLION DOLLARS ($10,000,000) (the "Line
Amount").

         4. ADVANCES. In order to obtain an Advance from the Lender, the
Borrower shall deliver to the Lender a written borrowing request (a "Borrowing
Request") at least five (but not more than fifteen) Business Days prior to the
date on which the Advance is to be made, specifying (i) the date (which shall be
a Business Day) on which the Advance is to be made, (ii) the amount thereof,
(iii) whether the requested Advance is to be an Alternate Base Rate Loan or a
Eurodollar Loan, (iv) if a Eurodollar Loan, whether it is a two (2) week, one
(1) month, three (3) month, or six (6) month Eurodollar Loan, (v) the Interest
Period for such Loan, and (vi) the Maturity Date of such Loan (which must be on
or before July 31, 2000). The Lender shall notify the Borrower in writing as to
whether a Borrowing Request is approved. Upon fulfillment of the applicable
conditions set forth in Section 4 of the Loan Agreement, the Lender will make
such Advance available to the Borrower at the offices of the Lender in El Paso,
Texas. Each Advance will be evidenced by a separate Note issued pursuant to the
Loan Agreement. Interest on all Notes issued pursuant to the Loan Agreement
shall be due and payable quarterly, and all such Notes shall mature not later
than July 31, 2000.

         5. CONSOLIDATED NET WORTH. Section 8.01 of the Loan Agreement
is amended to read as follows:

                  8.01 Consolidated Net Worth. HELEN OF TROY LIMITED ("Limited")
         will not permit Consolidated Net Worth (i) at any time during the
         period commencing on the date hereof and ending August 31, 1998 to be
         less than $120,000,000, and (ii) at any time during any fiscal quarter
         of Limited thereafter to be less than the minimum Consolidated Net
         Worth required by this Section at the end of the immediately preceding
         fiscal quarter of Limited plus the greater of zero or 40% of
         Consolidated Net Earnings for the immediately preceding fiscal
         quarter of Limited.

         6. LETTERS OF CREDIT. In connection with the conversion to an
uncommitted line of credit, Section 2.01.1 of the Loan Agreement is hereby
amended in its entirety to read as follows:

                  2.01.1 Letters of Credit. In the event that during the Advance
         Period Lender shall agree to issue on Borrower's account letters of
         credit ("Letters of Credit"), as defined in Chapter 5 of the Texas
         Uniform Commercial Code - Letters of Credit, then Borrower agrees that
         (i) the uncommitted Line of Credit shall be reduced by the aggregate
         amount of all Letters of Credit outstanding from time to time; (ii)
         outstanding Letters of Credit shall never exceed in the aggregate at
         any time the sum of


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         $3,000,000.00, and (iii) no Letter of Credit shall have an expiry date
         later than July 31, 2000.

                  Borrower agrees to pay to Lender all customary charges for
         issuing Letters of Credit, and Borrower further agrees that should
         Lender be required to fund all or any part of any Letter of Credit on
         behalf of Borrower, any such funding shall be simultaneously charged as
         an Alternate Base Rate Loan, subject to all of the terms and conditions
         of this Agreement.

         7. LIMITATION ON USE. The proceeds of the Line of Credit shall not be
used to acquire the stock or assets of any Person unless there is a firm
commitment from another lender to provide the funds to pay off Lender within
thirty (30) days of the Advance.

         8. CONTINUED VALIDITY. Except as expressly provided in this Amendment,
all terms, conditions, representations, warranties, and covenants contained in
the Loan Agreement, shall remain in full force and effect, and are hereby
confirmed and acknowledged by Borrower.

         9. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be fully effective as an original, and all of
which together shall constitute one and the same instrument.

         10. DISCLOSURE. As of the date hereof, there is no fact known to
Borrower which Borrower has not disclosed to Lender in writing, that materially
and adversely affects or in the future may (as far as Borrower can now foresee)
materially and adversely affect the business, operations, properties, prospects
or conditions, financial or otherwise, of Borrower or any of its affiliates.
Borrower shall immediately notify the Lender in writing in the event any such
fact or facts become known during the term of the Loan Agreement, as herein
amended.

         11. CONDITIONS. This Amendment shall not be effective unless and until
the Lender shall have received this Amendment and all such other agreements,
documents or instruments necessary or required by Lender in connection with the
transactions contemplated by this Amendment, all duly executed.

         12. NO DEFAULT. Borrower represents and warrants to Lender (after
giving effect to the terms and conditions of this Amendment), that there exists
on this day no Event of Default, as that term is defined in the Loan Agreement,
and no event which, with notice or lapse of time or both, would become an Event
of Default.

         13. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Lender that all of the representations and warranties set forth in
the Loan Agreement (after giving effect to the terms and conditions of this
Amendment), are true and correct on and as of the date of this Amendment as if
made on and as of such date.

         14. EVENT OF DEFAULT. It is understood and agreed by Borrower that an
Event of Default shall exist if any representation, warranty or covenant made or
deemed made by Borrower in this Amendment, in the Loan Agreement (including all
amendments and


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supplements thereto), or in any document or exhibit attached thereto or referred
to therein, shall prove to have been incorrect in any material respect on or as
of the date made or deemed made.

         15. CONSTRUCTION. This Amendment and the rights and obligations of the
parties hereunder shall be construed and interpreted in accordance with and
governed by, the laws of the State of Texas, except as federal law may apply.

         16. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns; provided, however, that Borrower shall not assign or
transfer its rights or obligations hereunder without the prior written consent
of the Lender.

         17. OTHER TERMS. Except as expressly provided herein, all of the terms
and conditions of the Loan Agreement and the Guaranty (collectively, the "Loan
Documents"), and any and all other documents described in or executed in
connection with the Loan Documents shall continue in full force and effect and
are hereby reaffirmed. It is expressly understood and agreed that if there are
inconsistencies between or among the Loan Documents, the terms of the Loan
Agreement, as amended, shall prevail.

         THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                      HELEN OF TROY L.P., a
                                      Texas limited partnership

                                      By: Helen of Troy Nevada Corporation
                                          General Partner


                                      By: /s/ SAM L. HENRY
                                          --------------------------------------
                                          Sam L. Henry
                                          Chief Financial Officer

                                                                        BORROWER

                                      HELEN OF TROY LIMITED, a Bermuda
                                      corporation

                                      By: /s/ SAM L. HENRY
                                          --------------------------------------
                                          Sam L. Henry
                                          Chief Financial Officer


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                                      HELEN OF TROY LIMITED
                                      a Barbados corporation


                                      By: /s/ SAM L. HENRY
                                          -------------------------------------
                                          Sam L. Henry
                                          Chief Financial Officer/Vice President


                                      HOT NEVADA, INC. a Nevada corporation


                                      By: /s/ GARY B. ABROMOVITZ
                                          -------------------------------------
                                          Gary B. Abromovitz
                                          President

                                      HELEN OF TROY NEVADA CORPORATION
                                      a Nevada corporation


                                      By: /s/ SAM L. HENRY
                                          --------------------------------------
                                          Sam L. Henry
                                          Chief Financial Officer


                                      HELEN OF TROY TEXAS CORPORATION
                                      a Texas corporation


                                      By: /s/ SAM L. HENRY
                                          --------------------------------------
                                          Sam L. Henry
                                          Chief Financial Officer

                                                                      GUARANTORS


                                      CHASE BANK OF TEXAS, NATIONAL
                                      ASSOCIATION

                                      By: /s/ DAN B. DAWES
                                          --------------------------------------
                                          Dan B. Dawes
                                          Senior Vice President


                                                                          LENDER


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