<PAGE>
                                                                    EXHIBIT 10.2

LEASE AGREEMENT ENTERED INTO BY AND AMONG INVERSIONES GSG, S.A. DE C.V. (THE
"LANDLORD"), HEREIN REPRESENTED BY MR. PEDRO ELIZONDO MONTEMAYOR, HOME INTERIORS
DE MEXICO, S. DE R.L. DE C.V. (THE "LESSEE"), HOME INTERIORS & GIFTS, INC.,
DALLAS WOODCRAFT COMPANY, L.P. AND LAREDO CANDLE COMPANY, L.P., INDIVIDUALLY
REFERRED TO BY THEIR NAMES, AND COLLECTIVELY (THE "GUARANTORS"), ALL HEREIN
REPRESENTED BY MR. __________________________, IN ACCORDANCE WITH THE FOLLOWING
RECITALS AND CLAUSES:

                                    RECITALS

         I. The Landlord, through its representative, hereby declares:

         a) That it is a corporation duly organized under the laws of the United
Mexican States, as evidenced by copy of Public Deed No. 4,763, dated January 14,
1998, granted before Mr. Eduardo Adolfo Manautou Ayala Notary Public No. 123 of
Monterrey, Nuevo Leon, registered in the Public Registry of that city, under No.
434, volume No. 430, Book No. 3, Second Auxiliary, dated February 13, 1998.

         b) That it is the owner of the plot of land, buildings and improvements
located at Av. Calidad Total No. 600, Stiva-Barragan Industrial Park,
Municipality of San Nicolas de los Garza, State of Nuevo Leon, Mexico, with a
total surface area of approximately 9,738.36 square meters (hereinafter referred
to as the "Premises"), as evidenced by copy of public deed No. 67,180 granted
before Mr. Juan Manuel Garcia Garcia Notary Public No. 129 of San Pedro Garza
Garcia, registered in the Public Registry of Monterrey, Nuevo Leon, under No.
4428, volume No. 71, Book 90, dated December 13, 1999. A plan of the Premises,
including the description and measurements of its current buildings and
improvements, is attached hereto as Exhibit "A".

         c) That there are no liens, mortgages, encumbrances, easements, rights
of way or any other rights in favor of third parties in connection to the
Premises that will adversely affect Lessee's rights under this Agreement.

         d) That it is acquainted with the Lessee's intended use of the Premises
and that the Premises have all applicable federal, state and local permits and
authorizations to be operated the for such purposes.

         e) That in consideration of the execution by Lessee of this Agreement
it is willing to construct certain improvements (hereafter the "Improvements")
to the Premises. The description, specifications and schedule of completion for
the Improvements must be attached hereto as Exhibit "B" once completed by
Landlord and approved by Lessee as set forth herein.

         f) That its representative has sufficient authority to bind it in terms
hereof, as evidenced by copy of public deed No. 70,504, granted before Mr. Juan
Manuel Garcia Garcia Notary Public No. 129 of San Pedro Garza Garcia, and
further declares that the authority granted therein has not been revoked or
limited in any manner whatsoever.

         II. The Lessee, through its representative, hereby declares:


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         a) That it is a corporation duly organized under the laws of the United
Mexican States, originally incorporated under the name of Home Interiors & Gifts
Mexico, S.A. de C.V., as evidenced by copy of Public Deed No. 6,055, dated
January 19, 1995, granted before Mr. Carlos Rousseau Garza Notary Public No. 74
of Guadalupe, Nuevo Leon, registered in the Public Registry of Monterrey, Nuevo
Leon, under No. 2841, page 125, volume 426, Book No. 3, Second Auxiliary, dated
February 13, 1995. At shareholders' meeting held on May 18, 1999, it was
resolved to amend the by-laws of the corporation and to change its corporate
name to its current one, as evidenced by copy of Public Deed No. 8,081, dated
June 16, 1999, granted before same Notary Public, and registered in the said
Public Registry under No. 4294, volume 209-86, Book No. 4, Third Auxiliary,
dated June 18, 1999.

         b) That it is its intention to lease the Premises under the terms and
conditions set forth herein.

         c) That its representative has sufficient authority to bind it in terms
of this Agreement, as evidenced by copy of Public Deed No. 8,093, dated May 4,
2000, granted before Mr. Miguel Alessio Robles, Notary Public No. 19 of Mexico
City and further declares that the authority granted therein has not been
revoked or limited in any manner whatsoever.

         III. The Guarantors, through their representative, hereby declare:

         a) That they are all entities duly organized under the laws of the
United States of America.

         b) That Lessee is a company that belongs to their same group of
interest and therefore they are willing to execute this Agreement as Guarantors
in order to secure all of Lessee's obligations hereunder.

NOW THEREFORE, the parties submit themselves to the following:

                                     CLAUSES

FIRST. PURPOSE. As of the Effective Date (as this term is defined hereafter) the
Landlord delivers the Premises in lease to the Lessee who receives them in such
concept in satisfactory conditions to be used for Lessee's intended uses, as set
forth in this Agreement. Except for the Improvements which shall be approved by
Lessee as set forth hereafter, Lessee receives the rest of the Premises in their
current condition to its complete satisfaction. Lessor warrants to Lessee that
it has the exclusive title to the Premises free of any liens, encumbrances,
easements, rights of way, or any other rights in favor of third parties and that
the Premises will remain under such conditions throughout the term of the lease.
Furthermore, Lessor guarantees that Lessee shall have quiet enjoyment of the
Premises during the whole term of this Agreement. Prior to the Effective Date,
Landlord shall deliver to Lessee a certification from Landlord's authorized
representatives that all prior lease agreements with respect to the Premises
have been duly terminated and any guarantees granted by previous tenants have
been fully released. Upon expiration of the term of this Agreement the Lessee
shall return the possession of the Premises to the Landlord in the same
conditions in which Lessee received the Premises, except for normal wear and
tear.


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SECOND. TERM. The term of this lease shall commence on the Effective Date (as
hereafter defined) and shall expire on the date which is five calendar years
thereafter. The parties hereby agree to set, and define as "Effective Date" for
purposes of this Agreement, September 1, 2002. At the expiration of the lease
term the Lessee shall have the right to renew this Agreement for five additional
terms of one year each. This Agreement shall be considered renewed in terms
hereof upon delivery of written notice to Landlord of Lessee's intention to
renew the Agreement, with at least three months prior to the expiration of the
lease term. Lessee's right to renew this Agreement is conditioned to the
following: (i) Lessee shall be current in the fulfillment of all of its
obligations hereunder; (ii) Guarantors shall agree to extend their guaranty for
the term of the corresponding renewal; and (iii) none of the Lessee and/or
Guarantors shall be declared bankrupt or insolvent, shall have transferred a
material part of its assets to creditors, and their respective assets shall be
free of any liens, encumbrances or attachments that could affect their capacity
to secure Lessees obligations hereunder.

         As of the date of execution of this Agreement, Lessee shall have the
right to access the Premises for purposes of inspection, verification of the
advances in the construction of the Improvements, or otherwise as required by
Lessee.

THIRD. RENT. Lessee shall pay as monthly rent (hereinafter the "Rent"), the
amount of U.S.$29,952.00 (Twenty nine thousand nine hundred fifty two 00/100)
Dollars currency of the United States of America, plus the corresponding value
added tax. The Rent shall be paid in advance, within the first five days of each
month of lease, at Landlord's address set forth in Clause Twentieth hereof, or
by means of wire transfer to Landlord's bank account as designated in written
and notified to Lessee.

         The Rent shall be increased each year on the anniversary of the
Effective Date in the same proportion as the annual increase in the Consumer
Price Index of the United States of America as published by United States
Department of Labor. In no case the increase of the Rent shall be of less than
one point five percent (1.5%) and higher than four percent (4%).

         Failure to pay Rent when due shall bear a default interest on the
amounts due during the term the failure continues at the Prime Rate, as
published by Citibank, N.A., New York, plus three percentage points (3%). Should
failure continue, such Prime Rate shall be up dated every 180 (one hundred and
eighty) calendar days and shall apply until payment is effectively made.

FOURTH. USE. Lessee shall use the Premises as warehouse, distribution and sales
center and offices for its commercial operations which are, in general, the
commercialization of products related to home furnishing, decoration,
accessories and gifts. Lessee shall use the Premises in compliance to all
applicable federal, state and local laws and regulations in connection with its
activities, as well as in compliance with the regulations of the Stiva-Barragan
Industrial Park which attached hereto as Exhibit "C" are by reference made part
of this Agreement. Landlord shall at all times assure the free use by Lessee of
the Premises and shall maintain in force all necessary permits and
authorizations for the use of the Premises and the Stiva-Barragan Industrial
Park as an industrial and/or commercial facilities, including but not limited
to, the use of land-related permits.


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FIFTH. IMPROVEMENTS. Lessee shall submit to Landlord the specific requirements
and description of the Improvements. Within ten calendar days from receipt by
Landlord of Lessee's requirements and description, Landlord shall prepare and
submit to Lessee's approval drawings, blueprints and specifications of the
Improvements, as well as a schedule for their completion, which in no case shall
be of more than 120 (one hundred and twenty) calendar days from the day in which
Lessee approves such documents, all of which shall be attached hereto as Exhibit
"B", upon their final approval. If Lessee unreasonably denies to approve the
drawings, blueprints, specifications and schedule to complete the Improvements,
within five days following to such denial, Landlord shall have the right to
submit such documents to an expert from the Mexican Chamber of the Construction
Industry in order for such expert to determine if the drawings, blueprints,
specifications and schedule to complete the Improvements meet Lessee's
requirements. Decision from such expert shall be definitive. On the date that is
120 days after approval by Lessee (or by the above-mentioned expert, in its
case) Landlord shall have concluded the construction of the Improvements and
shall deliver the Premises in full operating condition. If Landlord fails to
complete the construction of the Improvements within such term, Lessee shall not
be obliged to pay Rent until the Landlord completes the construction of the
Improvements. Construction of Improvements shall not be considered concluded
until written approval and acceptance by Lessee is obtained, which must not be
unreasonably withheld. The parties shall negotiate and agree an increase in the
Rent as a result of the cost of construction of the Improvements.

SIXTH. MAINTENANCE AND REPAIR. Lessee shall maintain the Premises in good
condition as it received it, except for the normal wear and tear. Likewise,
Lessee is obliged to repair any damage to the Premises caused as a result of
Lessee's acts or omissions, including damage caused by Lessee's officers,
employees, agents or personnel under its control, as well as to repair all minor
damage caused by the ordinary use of the Premises according to this Agreement.
Landlord shall maintain and repair at its own expense and cost, the foundation,
structural support and any repairs needed as result hidden defects of the
Premises, as well as any other major repairs necessary for the ordinary use of
the Premises by Lessee. Lessee shall be responsible for ordinary maintenance and
minor repairs to the Premises.

         In case any major damage is caused to the Premises, Lessee must notify
Landlord in writing. Upon Lessee's notice, Landlord shall evaluate the damage
and within ten days inform Lessee in writing of the time in which the Premises
may be appropriately repaired. If the time to repair the Premises is less than
90 (ninety) days from the evaluation, the Landlord shall be obligated to repair
the damage and leave the Premises in good condition for Lessee's use within such
term. The Rent shall be proportionately reduced during the time the Lessee is
impeded to normally use the Premises, as set forth in the applicable provisions
of the Civil Code for the State of Nuevo Leon. If the time to repair the
Premises exceed 90 (ninety) days following the evaluation of the damage by
Landlord, Lessee may elect to terminate this the lease without further liability
for Lessee, or instruct the Landlord to proceed with the repair. In case of the
latter, Landlord shall waive payment of the Rent until appropriate repair of the
Premises is completed.

SEVENTH. MAINTENANCE FEES. Lessee shall be responsible for the payment of its
proportionate part of maintenance fees for the Stiva-Barragan Industrial Park,
as set forth in its regulations. At the time of execution of this Agreement the
monthly maintenance fee


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corresponding to Lessee is the amount of U.S.$271.00 (Two hundred seventy one)
Dollars. Any increase in maintenance fees must be made by written notice and be
made according to such regulations, and shall be proportionate to all owners or
occupants of premises in the Stiva-Barragan Industrial Park. Maintenance fees
shall be payable along with the monthly payment of Rent, and shall be added with
the corresponding value added tax. In consideration of the payment of
maintenance fees, Landlord shall provide the following services: (i) 24-hour
private security in the Stiva-Barragan Industrial Park and surrounding areas,
during the term of the lease; (ii) street maintenance and cleaning services;
(iii) maintenance and gardening of common green areas and parks; (iv)
maintenance of street lightning; (v) a representative of Landlord to assist
Lessee and other owners and/or lessees in procedures before state and local
governmental agencies.

EIGHTH. ALTERATIONS. Lessee must not make any structural or exterior alterations
to the Premises without Landlord's express written authorization, which shall
not be unreasonably withheld. Lessee shall have the right to make any
non-structural alterations to the Premises which cost does not exceed the amount
of U.S.$50,000.00 (Fifty thousand 00/100) Dollars, without the written consent
of Landlord. Any other alterations to the Premises shall require the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
If Landlord authorizes any alterations requested by Lessee in term of this
clause, Landlord shall be obligated to sign and submit any information required
to file any application before the corresponding authorities to obtain the
necessary permits in connection with such alterations to the Premises. In no
case shall the Landlord pay or acknowledge the cost of alterations not duly
authorized as set forth herein. Landlord hereby authorizes Lessee to install
exterior signs which specifications must comply with the applicable legal
provisions and the regulations of the Stiva-Barragan Industrial Park. At the
termination of the lease, Lessee must remove all exterior signs.

NINTH. FIXTURES, EQUIPMENT AND ACCESSORIES. All fixtures, equipment and
accessories installed in the Premises by Lessee shall at all times continue to
be the property of Lessee, and shall be removed by Lessee at the termination of
this lease. Lessee shall at its own cost and expense repair any damage to the
Premises resulting from the removal of said, fixtures, equipment and/or
accessories and shall deliver the Premises to the Landlord in adequate
conditions, except for normal wear and tear. All fixtures, accessories and/or
equipment already installed by Landlord and delivered to Lessee as part of the
Premises shall continue to be the property of Landlord and Lessee may not remove
them, except with written consent of Landlord. A list of Landlord's accessories,
fixtures and/or equipment is attached hereto as Exhibit "D".

TENTH. ENVIRONMENTAL. Landlord represents and warrants that any handling,
transportation, storage, treatment or use of hazardous or toxic substances that
have occurred on the Premises prior to the date of execution of this Agreement
have been made in compliance with all applicable federal, state and local laws,
regulations and ordinances. Landlord further represents and warrants that as of
the date of execution of this Agreement, no leak, spill, release, discharge,
emission or disposal of hazardous and toxic substances has occurred, and that
the soil, ground water, and soil vapor on or under the Premises are free of
toxic or hazardous substances.

         In connection therewith, the parties agree to the following:


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         (i)  Landlord represents and warrants that as of the Initial Date, the
              Premises will not contain any asbestos or PCB's, any underground
              storage tanks and any other kind of contaminated material as per
              the applicable environmental laws and regulations. If the
              aforementioned results a misrepresentation form Landlord, Lessee
              shall have the right to terminate this Agreement without further
              liability and without need of judicial declaration to such effect.
              In such case Landlord shall be liable for any damages caused to
              Lessee, including attorneys fees.

         (ii) That the Parque Industrial Stiva-Barragan (which is owned by
              Landlord) where the Premises are located has an internal sewer
              system, into which residual water generated by Lessee will be
              discharged. In connection therewith, if Lessee uses water for an
              industrial, manufacturing or water intensive use service or
              activity, Lessee shall have the obligation to treat such water
              (excluding water from sanitary services) in order for the same not
              to contain metals, corrosive elements, or radioactive or toxic
              wastes in excess of the applicable Mexican Official Standard.

         Lessee shall use the Premises in compliance with all applicable
environmental laws and regulations and shall not use, generate, transport,
refine, produce, process, store or dispose of any hazardous substances on, under
or from the Premises, except in compliance with the applicable environmental
laws and regulations.

         If any claim is ever made against either Landlord or Lessee by any
person or entity relating to any pollution or contamination from toxic or
hazardous substances, asbestos, or any other chemicals or substances in amounts
which exceed the applicable standards as established and regulated by any local,
state, or federal governmental authority (herein collectively referred to as
"Hazardous Substances") located at or about the Premises during the term of the
lease and derived from a non-compliance by Lessee or Lessor to their respective
obligations under this Clause, all costs of removal and liabilities imposed
upon, and the direct losses and damages suffered by either Landlord or Lessee
derived from such concepts shall be borne by the liable who has breached its
obligations hereunder. Therefore, the parties hereby agrees to indemnify,
defend, and hold each other harmless from and against all such costs,
liabilities, losses, and damages, including, without limitation, with respect to
all third-party and/or authorities claims (including sums paid in settlement
thereof, with or without legal proceedings) for personal injury or property
damage and other claims, actions, administrative proceedings, judgments,
compensatory and punitive damages, lost profits, penalties, fines, costs,
losses, attorneys' fees and expenses (through all levels or proceedings),
consultants or experts fees, and all costs incurred in enforcing this indemnity.
Landlord and Lessee shall have the right at any moment, after reasonable written
notice, to take samples of the discharges to be analyzed by an environmental
expert. The foregoing does not exempt Lessee from its responsibilities and
obligations towards any governmental authorities.

ELEVENTH. TAXES. Landlord shall be solely responsible for all taxes on real
property with respect to the Premises, including real estate taxes, asset tax,
and any other applicable taxes. Lessee will solely be responsible for payment of
the value added tax on the Rent.

TWELFTH. UTILITIES. Landlord shall deliver the Premises with full operating
connections to utilities with sufficient capacity and in compliance with the all
statutory specifications for the


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Lessee to use the Premises as set forth herein. Lessee shall directly contract
all utilities and services that it may require, and shall be responsible for
their payment. It is understood, however, that if at any time the suppliers of
utilities and services cease to satisfactory supply or provide such services for
any reason beyond Lessee's control, and such fact adversely affect Lessee's use
of the Premises according to this Agreement, Lessee may have the right to
terminate this Agreement without further liability by means of written notice to
Landlord delivered with at least 30 (thirty) days in advance.

THIRTEENTH. ACCESS TO PREMISES. The parties hereto agree that Landlord, or any
of its authorized representatives, may have the right to access the Premises for
purposes of inspection and to perform any repairs that according to this
Agreement Landlord is responsible for. Access by Landlord shall be limited to
Lessee's business hours and upon prior delivery of written notice with at least
two days in advance. Landlord agrees that its right to access the Premises
according to this clause shall be exercised in a manner which to the extent
possible not to obstruct Lessee's activities or use of the Premises.

FOURTEENTH. INSURANCE. During the term of the lease, Lessee agrees to contract
and maintain at its own cost and expense civil liability insurance up the amount
of U.S.$1,000,000.00 (One Million 00/100) Dollars, to cover loss and damages
caused by Lessee or its employees and agents to the Premises and third parties.
The insurance policy shall designate Landlord as beneficiary and shall include
the insurance carrier's waiver to any subrogation rights. Lessee shall also
contract and maintain to its own cost and expense ample coverage insurance to
cover risk of fire, earthquake, flood or any other acts of God. Lessee shall be
responsible for the insurance of its personal property in the Premises.

FIFTEENTH. GUARANTY. In order to secure compliance of Lessee's obligations under
this Agreement, the Guarantors hereby agrees to execute a Guaranty substantially
in the form of Exhibit "E" hereto, and to maintain such guaranty during the term
of this lease, including any renewals.

SIXTEENTH. DEFAULT BY LESSEE. The following events shall constitute a material
default and breach of this Agreement by Lessee:

         (1) Vacating or abandonment of the Premises prior to expiration of the
lease term or any renewal thereof.

         (2) Failure to make any payment of Rent or any other payment required
to be made hereunder, as and when due, if such failure continues for a period of
five days after receipt of written notice thereof from Landlord.

         (3) The failure to observe or perform any of the covenants, conditions
or provisions of this Agreement if such failure continues for a period of 30
(thirty) days after receipt of written notice thereof from Landlord; provided,
however, that if the nature of Lessee's default is such that more than 30
(thirty) days are reasonably required for its cure, then Lessee shall not be
deemed to be in default if Lessee has taken actions to cure within said 30
(thirty) day period and thereafter diligently prosecutes such cure to
completion.


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         In the event of any of the abovementioned events of default, Landlord
may at any time thereafter, with or without notice or demand, and without
limiting Landlord in the exercise of any right or remedy, rescind this Agreement
according to the applicable legal provisions and shall be entitled to recover
from Lessee all damages and cost incurred by Landlord including, but not limited
to, the cost of recovering possession of the Premises and reasonable attorney's
fees.

         If Lessee fails to vacate and return the Premises to Landlord at the
termination of the lease, Lessee shall pay an amount equivalent to the Rent
increased by a 120% until final delivery and return of the Premises.

         Waiver by Landlord to any payment of Rent or to any event of default by
Lessee shall not be considered as a waiver to any other rights or remedies of
Landlord under this Agreement, or as a reduction to the Rent. Landlord
acknowledges and agrees that in no case Lessee's liability under this Clause
shall exceed the total amount of Rent for the term set forth in Clause Second
hereof.

SEVENTEENTH. DEFAULT BY LANDLORD. Landlord shall be considered in default and to
have breached this Agreement if it fails to perform any of its obligations
hereunder and such default is not cured within 30 (thirty) days after receipt of
written notice from Lessee; provided, however, that if the nature of Landlord's
default is such that more than 30 (thirty) days are reasonably required for its
cure then Landlord shall not be deemed to be in default if has taken actions to
cure within such 30 (thirty) day period and thereafter diligently prosecute such
cure to completion. If Landlord's default is not cured as set forth in this
Clause, Lessee without prejudice of any other rights under this Agreement or the
applicable laws, may rescind this Agreement without need of any judicial
declaration to that effect, or may undertake the necessary actions to cure
Landlord's default. In this last case, Landlord shall be liable to reimburse any
expenses incurred by Lessee, including reasonable administrative and attorney's
fees. Lessee may deduct such amounts from any of the monthly Rent payable
hereunder. At Landlord's request Lessee must deliver copies of the invoices or
expense receipts which evidence the amounts spent by Lessee. Waiver by Lessee to
any of its rights or remedies hereunder shall not be considered as a waiver to
any other rights or remedies set forth in this Agreement. Lessee acknowledges
and agrees that in no case Landlord's liability under this Clause shall exceed
the total amount of Rent for the term set forth in Clause Second hereof.

EIGHTEENTH. ASSIGNMENT AND SUBLETTING. Except for its affiliates, or controlled
entities, Lessee shall not assign this Agreement or sublease the Premises,
unless prior written authorization from Landlord, whose authorization shall not
be unreasonably withheld, in the understanding that a denial by Landlord to
authorize assignment or subletting to a company that is not in equivalent or
better condition as Lessee shall not be understood as unreasonable. In case of
any assignment to any affiliates or controlled entities, Guarantors shall
continue to secure the obligations under this Agreement.

NINETEENTH. LABOR LIABILITIES. Lessee agrees that all obligations to Lessee's
employees under applicable Mexican laws and regulations arising out of use of
the Premises by Lessee shall be its sole and exclusive responsibility, without
limitation, such legal obligations, if any, to all personnel employed by Lessee
at the Premises, whether unionized or not, temporary or other (including any
subcontractors), and payment or fees to the Mexican Social Security


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Institute, Pension and Retirement System (SAR), INFONAVIT or any other
applicable taxes, fees or duties.

         Landlord agrees that all obligations to Landlord's employees under
applicable Mexican laws and regulations arising out Landlord's Work and the
performance of Landlord's obligations, shall be the its sole and exclusive
responsibility, including, without limitation, such legal obligations, if any,
to all personnel employed by Landlord at the Premises, whether unionized or not,
temporary or other (including any subcontractors), and payment or fees to the
Mexican Social Security Institute, Pension and Retirement System (SAR),
INFONAVIT or any other applicable taxes, fees or duties.

TWENTIETH. NOTICES. All notices, demands and requests required in connection
with this Agreement shall be delivered in writing and shall be deemed to have
been properly delivered if served personally or sent by overnight courier
service, or certified mail, return receipt requested, or facsimile transmission
(if receipt confirmation is obtained) addressed to the following domiciles:

         If to Landlord:      Ave. Felix U. Gomez No. 125 Sur
                              Monterrey, N.L., 64000
                              Fax No. (81) 83 40 0818
                              Att'n: Luis Lozano Trevino

         If to Lessee:        Rio Lerma No. 120
                              Col. Miravalle
                              Monterrey , N.L., 64660
                              Fax No. (81) 81 29 6750
                              Att'n: L. Fabian Uribarren A.

         If to Guarantor:     Home Interiors & Gifts, Inc.
                              1649 Frankford Road West
                              Carrollton, Texas 75007
                              Fax No. (972) 386 1022
                              Att'n: Kenneth J. Cichocki


         Any of the parties may change their respective domiciles with prior
written notice to the other parties with at least 15 (fifteen) days in advance.

TWENTY FIRST. LANGUAGE. This Agreement is executed in both Spanish and English
version in the understanding that in the event of any discrepancy or
contradiction, the Spanish version shall prevail in all cases.

TWENTY SECOND. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto with regard to the subject matter hereof and
supersedes any prior written or oral agreements or undertakings, including
certain letter of intent executed by and between Landlord and Guarantor dated
March 13, 2002.


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<PAGE>


TWENTY THIRD. AMENDMENTS, WAIVERS. No amendment, waiver, release, or discharge
of any provisions or obligations under this Agreement shall be deemed valid
unless agreed in writing by the parties hereof. Except as expressly provided in
this Agreement and without prejudice of Landlord's rights hereunder, Lessee
hereby expressly waives to the provisions set forth in Articles 2306 Section II,
2310, 2317, 2318, 2341, 2379, 2380, 2381 and 2386 of the Civil Code for the
State of Nuevo Leon.

TWENTY FOURTH. HEADINGS. The headings in this Agreement are for purposes of
reference only and shall not be considered for the construction of any of the
provisions thereof.

TWENTY FIFTH. SEVERABILITY. The parties hereto agree that if one or more
provisions contained in this Agreement shall be determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable, such invalid,
illegal or unenforceable provision shall be considered as deleted and the
validity of the remaining provisions contained herein shall not be affected or
impaired thereby.

TWENTY SIXTH. APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed
and construed in accordance with the laws of the State of Nuevo Leon, Mexico.
For any action or proceeding arising out from this Agreement, the parties
expressly and irrevocably submit themselves to the jurisdiction of the competent
courts in the city of Monterrey, Nuevo Leon, waiving any other jurisdiction to
which they may be entitled by reason of their present or future domiciles.



[SIGNATURE PAGE FOLLOWS]


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In witness whereof, Lessor and Lessee execute this Agreement in the city of
Monterrey, Nuevo Leon, Mexico on the 9th. day of April 2002, and the Guarantors
execute this Agreement in Carrollton State of Texas, United States of America on
the 9th. day of April 2002.


         LESSEE                                         LESSOR
HOME INTERIORS DE MEXICO, S. DE R.L. DE C.V.   INVERSIONES GSG. S.A. DE C.V.



By: /s/ Donald J. Carter, Jr.                  By: /s/ Pedro Elizondo Montemayor
Name: Donald J. Carter, Jr.                    Name: Pedro Elizondo Montemayor
Title: General Manager                         Title: Finance Director

                                   GUARANTORS

HOME INTERIORS & GIFTS, INC.                   DALLAS WOODCRAFT COMPANY, L.P.
                                               A TEXAS LIMITED PARTNERSHIP

By: /s/ Kenneth J. Cichocki                    By Its General Partner
Name: Kenneth J. Cichocki                      DWC GP, Inc.
Title: Sr. VP of Finance,
Chief Financial Officer

                                               By: /s/ Kenneth J. Cichocki
                                               Name: Kenneth J. Cichocki
                                               Title: Secretary

                            LAREDO CANDLE COMPANY, L.P.,
                            A TEXAS LIMITED PARTNERSHIP

                            By Its General Partner
                            Spring Valley Scents, Inc.


                            By: /s/ Kenneth J. Cichocki
                            Name: Kenneth J. Cichocki
                            Title: Secretary