**EXHIBIT 10.1****EMPLOYMENT AND NON-COMPETITION AGREEMENT**      THIS **EMPLOYMENT AND NON-COMPETITION AGREEMENT**(this “Agreement”) is made effective as ofAugust 10, 2005, between **HOME INTERIORS & GIFTS, INC.,**a Texas corporation (together with itssuccessors and assigns, the “Company”), and **EUGENIA B. PRICE**(the “Executive”).      WHEREAS, the Executive is currently employed by the Company pursuant to an EmploymentAgreement, dated effective as of January 1, 2003, between the Company and the Executive (the“Prior Employment Agreement”);      WHEREAS, the Company’s desires to continue to employ the Executive in an executive capacitywith the Company, and the Executive desires to continue to be employed by the Company in saidcapacity; and      WHEREAS, in connection with the execution of this Agreement, the Executive and the Companyagree that this Agreement amends, restates, and supersedes the Prior Employment Agreement.      NOW, THEREFORE, IT IS AGREED AS FOLLOWS:      1. **Employment Period****.**The Company agrees to employ the Executive, and the Executiveagrees to be employed by the Company, in accordance with the terms and conditions of thisAgreement, for the period commencing as of the date of this Agreement and continuing untilDecember 31, 2005 (the “Employment Period”); provided, however, that such Employment Period (i)shall be extended for successive terms of one (1) year unless either party advises the other inwriting, at least one hundred twenty (120) days prior to the end of the initial term, or anyannual extension thereof, that it will not agree to extend this Agreement, and (ii) may beterminated in accordance with Section 3 and Section 4, below.      2. **Terms of Employment****.**            (a) Position and Duties.      (i) During the Employment Period, the Executive shall have the title of SeniorVice President, Sales and Marketing of the Company and shall report to the ChiefExecutive Officer of the Company or such other member of executive management asshall be designated by the Chief Executive Officer. The Executive shall have suchpowers and duties as may from time to time be assigned or delegated to her byappropriate officers of the Company, or, in the absence of such assignment ordelegation, shall have such powers and duties as are normally associated with andinherent in such position.      (ii) During the Employment Period, excluding any periods of vacation and sickleave to which the Executive is entitled, the Executive agrees to devote such timeas shall be necessary (which shall not be less than forty (40) hours during aregular work week), up to and including substantially all of her business time, tothe business and affairs of the Company and, to the extent necessary to dischargethe responsibilities assigned to the Executive hereunder, to use the
 

 
Executive’s reasonable best efforts to perform faithfully, effectively andefficiently such responsibilities. The Executive will use her reasonable bestefforts to promote the success of the Company’s business, and will cooperate fullywith the Board of Directors and executive management of the Company.Notwithstanding the foregoing, nothing herein prohibits Executive from serving oncorporate, civic or charitable board or committee, or from delivering lectures andfulfilling speaking engagements, or managing personal investments; provided thatsuch activities do not significantly interfere with Executive’s obligationshereunder.(b) Compensation.      (i) Base Salary. During the Employment Period, the Executive shallreceive, at such intervals and in accordance with such Company policies as may bein effect from time to time, an annual salary (pro rata for any partial year) equalto Three Hundred Thousand and No/100 Dollars ($300,000.00), payable in equalinstallments in accordance with the Company’s normal practices, but no less oftenthan monthly (the “Annual Base Salary”), which Annual Base Salary shall be subjectto increase, as determined in the sole discretion of the Board of Directors of theCompany.      (ii) Annual Bonus. The Executive shall be eligible to participate inthe Company’s Key Employee Bonus Plan applicable to senior executives of theCompany (the “Annual Bonus”) for the fiscal year of the Company ending December 31,2005 and thereafter during the term of this Agreement, as may be extended from yearto year, as approved by the Board of Directors of the Company in good faith, andsubject to such other criteria as may be recommended by management and establishedby the Board of Directors of the Company from time to time. The Annual Bonus (orportion thereof) shall be in an amount up to sixty percent (60%) of Executive’sAnnual Base Salary, paid in cash promptly following delivery to the Board ofDirectors of the Company of audited financial statements of the Company for thefiscal year for which the Annual Bonus (or pro rated portion) is earned or awarded,unless electively deferred by the Executive pursuant to any deferral programs orarrangements that the Company may make available to the Executive.      (iii) Additional Discretionary Bonus. For the fiscal year endingDecember 31, 2005 only, if the Executive does not receive an Annual Bonus, theExecutive will be eligible to receive a discretionary bonus of up to ten percent(10%) of Executive’s Annual Base Salary (the “Discretionary Bonus”). The amount ofthe Discretionary Bonus, if any, shall be determined by the Company’s ChiefExecutive Officer in such person’s sole and absolute discretion and shall be basedupon the achievement by the Executive of certain objective and/or subjective goalsto be established by the Executive and the Company’s Chief Executive Officer.      (c) Incentive, Savings and Retirement Plans. During the term of theExecutive’s employment, the Executive shall be entitled to participate in all incentive,savings, and retirement plans, practices, policies and programs applicable generally to
 

 
management-level employees of the Company (“Investment Plans”) as determined by and atthe discretion of the Board of Directors of the Company.      (d) Welfare Benefit Plans. During the term of the Executive’s employment, theExecutive and/or the Executive’s family, as the case may be, shall be eligible forparticipation in and shall receive all benefits under welfare benefit plans, practices,policies and programs (“Welfare Plans”) provided by the Company (including, withoutlimitation, medical, prescription, dental, disability, employee life, group life,accidental death and travel accident insurance plans and programs) to the extent offeredand applicable generally to other management-level employees of the Company and to theextent the Executive is eligible under the terms of the Welfare Plans. In addition, duringthe term of Executive’s employment, the Company shall (A) pay all medical, dental andvision insurance costs for the Executive and the Executive’s family, including all premiumsand co-payments, and (B) increase the Executive’s and family members’ annual maximum dentalcovered expenses from $1,000 to $5,000.      (e) Expenses. During the term of the Executive’s employment, the Executiveshall be entitled to receive prompt reimbursement for all reasonable employment expensesincurred by the Executive at the request of, or on behalf of, the Company and in performanceof the Executive’s duties under this Agreement, and in accordance with the policies,practices and procedures of the Company. The Executive must file expense reports withrespect to such expenses in accordance with the Company’s normal policies.      (f) Vacation and Holidays. During the term of the Executive’s employment, theExecutive shall be entitled to paid vacation of three (3) weeks per year and paid holidaysin accordance with the plans, policies, programs and practices of the Company for itsemployees. Such vacation shall be taken at such time or times reasonably acceptable to theCompany.      (g) Automobile. During the term of the Executive’s employment and upon therequest of the Executive, the Company shall lease a vehicle for the Executive with suchmonthly lease, fuel, maintenance and insurance costs as are reasonable and customary forother similarly situated executives of the Company. Upon termination of the Executive’semployment for any reason, the Executive shall be entitled to purchase such vehicle at thethen-current trade-in value as determined by the National Auto Research Black Bookpublished by Hearst Holdings.      (h) Physical Exam. During the term of the Executive’s employment, the Companyshall reimburse the Executive for all costs associated with Executive’s physical exam atthe Cooper Clinic or a similar facility; provided, that the Executive shall only bereimbursed for the costs of one such exam during each calendar year.3. **Termination of Employment****.**      (a) Death or Disability. The Executive’s employment shall terminateautomatically upon the Executive’s death during the Employment Period. If the Disability ofthe Executive has occurred during the Employment Period (pursuant to the definition ofDisability set forth below), the Company shall give to the Executive no less than thirty(30) days written notice in accordance with Section 11(b) hereof of its intention toterminate the Executive’s employment based upon Disability. In such event,
 

 
the Executive’s employment with the Company shall terminate effective on the later of30 days from the date specified in such notice or the date that Executive’s disabilitybenefits begin (the “Disability Effective Date”). For purposes of this Agreement,“Disability” shall mean the Executive’s inability to perform her duties and obligationshereunder for a period of one hundred twenty (120) consecutive days or any one hundredtwenty (120) days in any twelve (12) month period due to mental or physical incapacity asdetermined by a physician selected by the Company or its insurers and acceptable to theExecutive or the Executive’s legal representative (such agreement as to acceptability not tobe withheld unreasonably).      (b) Termination by the Company. The Company may terminate the Executive’semployment during the Employment Period with or without Cause. If termination by theCompany is without Cause, the Company shall give Executive ten (10) days prior writtennotice of the Company’s intent to do so. For purposes of this Agreement, “Cause” means: (i)the Executive’s material breach of this Agreement or any other document, agreement orcontract to which the Executive and the Company are a party, which constitutes a materialnonperformance by the Executive of her obligations and duties hereunder or thereunder, asreasonably determined by the Board of Directors of the Company, which is not remedied withinten (10) business days after receipt of written notice from the Company in accordance withSection 11(b), specifying such breach; (ii) the Executive’s failure to adhere to anymaterial written policy of the Company, which is not remedied within thirty (30) days afterreceipt of written notice from the Company specifying such failure; (iii) the Executive’sappropriation (or attempted appropriation) of a material business opportunity of theCompany, including, without limitation, attempting to secure or securing, any personalprofit in connection with any transaction entered into on behalf of the Company; (iv) theExecutive’s commission of (or attempt to commit) an act of fraud, illegality, theft ordishonesty toward the Company in the course of employment with the Company that relates tothe Company’s assets, activities, operations or other employees; (v) the Executive’sconviction of, the indictment for (or its procedural equivalent), or the entering of aguilty plea or plea of no contest or deferred adjudication with respect to, a felony, theequivalent thereof, or any other crime with respect to which imprisonment is a possiblepunishment; (vi) the Executive’s absence from her duties without the consent of theCompany’s Board of Directors for more than ten (10) consecutive business days for reasonsother than vacation authorized under this Agreement, illness or injury; (vii) a materialbreach by the Executive of Section 6 or Section 9 hereof; or (viii) the failure of theExecutive to carry out, or comply with, in any material respect any directive of the Boardof Directors consistent with the terms of this Agreement, which is not remedied withinthirty (30) days after receipt of written notice from the Company specifying such failure.      (c) Voluntary Termination by Executive. Notwithstanding anything in thisAgreement to the contrary, the Executive’s employment may be terminated during theEmployment Period by the Executive for good reason or no reason, provided the Executivegives three (3) months prior written notice to the Company of the Executive’s intention todo so.      (d) Termination for Good Reason. The Executive may terminate her employment atany time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) anyreduction, approved by the Board of Directors without the
 

 
Executive’s written consent, in the Executive’s title or the Executives’ Base Salaryother than under a circumstance that constitutes Cause; provided, that any suchreduction or alteration in the Executive’s title without the Executive’s consent during thethirty-day cure period applicable to subparagraph (viii) of Section 3(b) shall notconstitute Good Reason; (ii) any alteration, approved by the Board of Directors without theExecutive’s written consent, in the Executive’s duties, which alteration results in dutiesthat are not commensurate with Executive’s title in businesses of similar size andcomplexity (it being understood that alterations in Executive’s duties are contemplatedduring the term of this Agreement), other than under a circumstance that constitutes Cause;provided, that any such alteration in the Executive’s duties without theExecutive’s consent during the thirty-day cure period applicable to subparagraph (viii) ofSection 3(b) shall not constitute Good Reason; and (iii) a change, without the Executive’swritten consent, of more than fifty (50) miles in the office or location where theExecutive is based. Notwithstanding the above, the occurrence of any of the eventsdescribed above will not constitute Good Reason unless the Company fails to cure any suchevent within thirty (30) days after receipt from the Executive of the Notice of Termination(as defined in Section 3(e)).      (e) Notice of Termination. Any termination by the Company (for Cause orotherwise), or by the Executive, shall be communicated by Notice of Termination to the otherparty hereto given in accordance with Section 1l(b).      (f) Date of Termination. “Date of Termination” means: (i) the date of receiptof a Notice of Termination, or any later date specified therein, and (ii) if theExecutive’s employment is terminated by reason of death or Disability, the date of death ofthe Executive or the Disability Effective Date, as the case may be.4. **Obligations of the Company upon Termination****.**      (a) Termination by the Company Other Than For Cause. If the Companyterminates the Executive without Cause, other than in connection with death or Disabilityas described in Section 4(b) below, or fails to renew this Agreement beyond the initialterm ending December 31, 2005, or any extension term, or if the Executive terminates thisAgreement for Good Reason, the Company shall pay to the Executive: (i) in a lump sum incash within thirty (30) days after the Date of Termination (1) the sum of the Executive’sapplicable Annual Base Salary through the Date of Termination to the extent not theretoforepaid (“Accrued Obligations”), (2) any amount arising from the Executive’s participation in,or benefits under, any Investment Plans (“Accrued Investments”), which amounts shall bepayable in accordance with the terms and conditions of such Investment Plans, and (3)severance pay in an amount equal to twelve (12) months of the Executive’s Annual BaseSalary (“Severance Pay”); and (ii) any earned but unpaid Annual Bonus in respect of anyfull fiscal year ended prior to the date the Executive’s employment is terminated, payablein a lump sum in cash at such time as such Annual Bonus otherwise would be payable(“Accrued Bonus”), but not a prorated or partial bonus with respect to the time periodbetween the end of the previous full fiscal year and the date the Executive’s employment isterminated.      (b) Termination by the Company for Death or Disability. If the Executive’semployment is terminated by reason of the Executive’s death or Disability during theEmployment Period, the Company shall pay to her legal representatives: (i) in a lump
 

 
sum in cash within thirty (30) days after the Date of Termination the aggregateAccrued Obligations; (ii) the Accrued Investments, which shall be payable in accordancewith the terms and conditions of the Investment Plans; and (iii) any Accrued Bonus, whichshall be payable at such time as such Annual Bonus otherwise would be payable. The Companyshall have no further payment obligations to the Executive or her legal representativesunder this Agreement.      (c) Termination by the Company for Cause or by Executive. If the Executive’semployment shall be terminated by the Company for Cause or terminated by the Executive,during the Employment Period, the Company shall have no further payment obligations to theExecutive other than for payment of Accrued Obligations (which shall be paid within thirty(30) days after the Date of Termination), Accrued Investments (which shall be payable inaccordance with the terms and conditions of the Investment Plans) and Accrued Bonus (whichshall be payable at such time as such Annual Bonus otherwise would be payable).      (d) Change of Control. If following the occurrence of a Change of Control (orfollowing the execution of a definitive agreement that, upon consummation, would result ina Change of Control), if the Company terminates the Executive other than for Cause, orother than in connection with death or Disability as covered by Section 4(b) above,or fails to renew this Agreement beyond the initial term ending December 31, 2005 or anyextension term, or if the Executive terminates her employment for Good Reason, the Companyshall: (i) pay to the Executive all Accrued Benefits in a lump sum in cash within ten (10)days after the Date of Termination, (ii) pay to the Executive a severance payment equal toeighteen (18) months of the Executive’s Annual Base Salary, (iii) pay to the Executive anyAccrued Bonus, payable in a lump sum in cash at such time as such Annual Bonus otherwisewould be payable pursuant to the last sentence of Section 2(b)(ii), and (iv) for aperiod of twelve (12) months from the Date of Termination, pay all medical, dental andvision insurance costs for the Executive and the Executive’s family, including all premiumsand co-payments.      For purposes of this Section 4(d), the following definitions shall apply:      “Affiliate” shall mean, as to any Person, a Person that directly, or indirectlythrough one or more intermediaries, controls, or is controlled by, or is under commoncontrol with, such Person;      “Change of Control” shall mean the first to occur of the following events: (i) anysale, lease, exchange, or other transfer (in one transaction or series of relatedtransactions) of all or substantially all of the assets of the Company to any Person orGroup, other than one or more members of the HMC Group, or (ii) the acquisition by anyPerson or Group other than one or more members of the HMC Group of the power, directly orindirectly, to vote or direct the voting of securities having more than 50% of the ordinaryvoting power for the election of directors of the Company;      “Group” shall have the meaning given such term in Section 13(d) of the SecuritiesExchange Act of 1934, as amended, and the rules and regulations and interpretationsthereunder;
 

 
      “HMC Group” shall mean Hicks, Muse, Tate & Furst Incorporated, its Affiliates, andtheir respective employees, officers, partners, and directors (and members of theirrespective families and trusts for the primary benefit of such family members); and      “Person” shall mean any individual, firm, corporation, partnership, limited liabilitycompany, trust, or other entity.      (e) Full Settlement; Mitigation. In no event shall the Executive be obligatedto seek other employment or take any other action by way of mitigation of the amountspayable to the Executive under any of the provisions of this Agreement, and such amountsshall not be reduced whether or not the Executive obtains other employment. The Companyshall not be liable to the Executive for any damages in addition to the amounts payableunder Section 4 arising out of the termination of the Executive’s employment, for anyreason, prior to the end of the Employment Period; provided, however, that the Companyshall be entitled to seek damages from the Executive for any breach of Sections 6, 7, or 9hereof or criminal misconduct.      5. **Ownership of Intellectual Property****.**Any and all inventions, trade secrets,copyrights, patents or other intellectual property rights relating to the Business (as definedbelow) prepared or created by the Executive during the Employment Period (together with allextension and renewal rights), shall be owned exclusively by the Company, its successors andassigns, absolutely and forever, and for all uses and purposes whatsoever and free from thepayment of any royalty or compensation whatsoever to Executive. In the event any such items maynot, by operation of law, be deemed the property of the Company, the Executive hereby assigns tothe Company, for no additional consideration, all rights, including intellectual property rights,in such items. The Executive shall execute such documents, and provide such assistance as theCompany may reasonably request to give full effect to the provisions of this Section 5. Thisprovision shall survive the termination of this Agreement.      6. **Confidential Information**.      (a) The Executive acknowledges that during the Employment Period and as part of heremployment, the Executive will be and has been afforded access to confidential informationof the Company and its Affiliates, as defined herein. The Executive further acknowledgesthat for purposes of this Agreement, “Affiliates” shall be defined as any corporation,partnership, limited liability company or other entity controlling, controlled by or undercommon control with the Company, all of which have trade, business, and financial secretsand other confidential and proprietary information, including, but not limited to, productinformation, designs and formulas, processes, pricing and cost information, sales andmarketing strategies, and identities of suppliers and displayers, and that suchconfidential information constitutes valuable, special and unique property of the Companyand its Affiliates (collectively, the “Confidential Information”). As defined herein,Confidential Information shall not include (i) public information or information that isgenerally known to other persons or entities; (ii) information that is or becomes availableto the Executive on a non-confidential basis from a source other than the Company and itsAffiliates, provided that such source was not known by Executive to be bound by aconfidentiality agreement with the Company and its Affiliates or to be otherwise prohibitedfrom transmitting the information to Executive by a contractual, legal or fiduciaryobligation; (iii) information that was within the Executive’s possession prior to its beingfurnished to the Executive by or on behalf of
 

 
the Company and its Affiliates, including, without limitation, product and marketinginformation possessed by Executive prior to employment by the Company, provided that thesource of such information was not known by the Executive to be bound by a confidentialityagreement with the Company and its Affiliates or to be otherwise prohibited fromtransmitting the information to Executive by a contractual, legal or fiduciary obligation;or (iv) information required to be disclosed by the Executive pursuant to a subpoena orcourt order, or pursuant to a requirement of a governmental agency or law of the UnitedStates of America or a state thereof or any governmental or political subdivision thereof;provided, however, that the Executive shall take all reasonable steps, at the cost of theCompany, to prohibit disclosure of such Confidential Information pursuant to subsection(iv) herein.      (b) The Executive also acknowledges that public disclosure of such ConfidentialInformation could have an adverse effect on the Company and its business and that theprovisions of this Section 6 are reasonable and necessary to prevent the improper use ordisclosure of Confidential Information.      (c) In consideration of the compensation and benefits to be paid or provided to theExecutive by the Company under this Agreement, the Executive covenants that both during andafter the Employment Period, the Executive shall (i) hold Confidential Information inconfidence; (ii) not disclose, disseminate, publish or release (either directly orindirectly) Confidential Information to any person (other than Company employees and otherpersons to whom it is appropriate to disclose such Confidential Information in order tocarry out the Executive’s duties or to pursue the best interests of the Company or to whomthe Company has authorized the Executive to disclose such information and then only to theextent that such Company employees and other persons authorized by the Company have a needfor such knowledge); and (iii) not use any Confidential Information for the benefit of anyperson or entity other than the Company.      (d) If the Executive becomes legally compelled to disclose any ConfidentialInformation, she will provide the Company with prompt written notice of such requirementprior to disclosure so that the Company may seek appropriate relief. If such relief is notobtained, then the Executive will furnish only that portion of the Confidential Informationthat the Executive is legally required to furnish and will use commercially reasonableefforts to assist the Company in obtaining assurances that such Confidential Informationwill be accorded confidential treatment.      7. **Surrender of Materials Upon Termination****.**Upon termination of the Executive’semployment for any reason, the Executive shall immediately return to the Company all originalsand/or copies, in whatever form, of any and all Confidential Information and any other property ofthe Company and its Affiliates, which are in the Executive’s possession, custody or control,whether or not provided by the Company.      8. **Successors****.**      (a) This Agreement is personal to the Executive and shall not be assignable by theExecutive otherwise than by will or the laws of descent and distribution. This Agreementshall inure to the benefit of and be enforceable by the Executive’s legal representatives.
 

 
      (b) This Agreement shall inure to the benefit of and be binding upon the Company andits successors and assigns.      (c) The Company may assign this Agreement only to an assignee that agrees to performthis Agreement in the same manner and to the same extent that the Company would be requiredto perform if no such succession had taken place. The failure of any assignee of theCompany to expressly assume to perform this Agreement in writing, which is not remediedwithin ten (10) business days after receipt of written notice from the Executive inaccordance with Section 11(b), notifying Company or Company’s assignee of such failure,shall, at the election of Executive, be deemed to be a termination of this Agreementwithout cause.9. **Non-Competition and Non-Solicitation****.**      (a) The Executive acknowledges that: (i) the services to be performed by her underthis Agreement are of a special, unique, unusual, extraordinary, and intellectualcharacter; (ii) the Business is international in scope and the Company’s and itsAffiliates’ products are marketed throughout the United States and the world; (iii) theCompany competes with other businesses both nationally within the United States andinternationally; and (iv) the provisions of this Section 9 are reasonable and necessary toprotect the Business. For purposes of this Agreement, the term “Business” shall mean theCompany’s and its Affiliates’ production and sale of home decorative and garden decorativeproducts of the types offered for sale by the Company and its Affiliates as of the date ofthis Agreement and during the Employment Period.      (b) In consideration of the acknowledgments by the Executive, and in consideration ofthe compensation and benefits to be paid or provided to the Executive by the Company, theExecutive agrees that she will not, directly or indirectly:      (i) during the Employment Period, except in the course of her employmenthereunder, and during the Post-Employment Period, engage in, invest in, own, manage,operate, finance, control, or participate in the ownership, management, operation,financing or control of, be employed by, or render services to, (1) any businesswhose products or services compete with the Business, anywhere within the UnitedStates or within foreign countries in which the Company or its Affiliates conductthe Business, or (2) any business that utilizes a direct sales or multi-level salesformat to sell consumer products anywhere within the United States;      (ii) whether for the Executive’s own account or for the account of any otherperson, at any time during the Employment Period and the Post-Employment Period,solicit business from (either directly or indirectly) or sell products to anycustomer of the Company or its Affiliates, including without limitation, customerswith whom the Executive had personal contact prior to Executive’s employment withthe Company;      (iii) whether for the Executive’s own account or the account of any otherperson, at any time during the Employment Period and the Post-Employment Period,solicit, employ, or otherwise engage as an employee, independent contractor, orotherwise, any person who is or was at the time of such
 

 
solicitation, employment or engagement an employee, consultant or independentcontractor of the Company or its Affiliates or in any manner induce or attempt toinduce any employee of the Company or its Affiliates to terminate her employmentwith the Company or its Affiliates; or      (iv) at any time during or after the Employment Period, and during thePost-Employment Period, disparage the Company or its Affiliates or any of theirshareholders, partners, members, other holders of equity in the Company, directors,officers, employees, or agents or any Affiliate of the foregoing.      (c) If any covenant in this Section 9 is held to be unreasonable, arbitrary, oragainst public policy, such covenant will be considered to be divisible with respect toscope, time, and geographic area, and such lesser scope, time, or geographic area, or allof them, as a court of competent jurisdiction may determine to be reasonable, notarbitrary, and not against public policy, will be effective, binding, and enforceableagainst the Executive.      (d) The period of time applicable to any covenant in this Section 9 will be extendedby the duration of any conduct which the Executive knew or should reasonably have knownviolated such covenant.      (e) The Executive will, while the covenant under this Section 9 is in effect, givewritten notice to the Company, within ten (10) days after accepting any other employment orconsulting arrangement, of the identity of the Executive’s new employer or contractor andall of the material duties and services to be provided by the Executive in such employmentor retention, which shall not require disclosure by the Executive of any terms ofcompensation. The Company may notify such new employer that the Executive is bound by thisAgreement and, at the Company’s election, furnish such new employer with a copy of thisAgreement or relevant portion thereof.      (f) The term “Post-Employment Period” means the one (1) year period beginning on thedate of termination of the Executive’s employment with the Company.      (g) The Executive acknowledges that the geographic boundaries, scope of prohibitedactivities, and time duration of the preceding paragraphs are reasonable in nature and areno broader than are necessary to maintain the confidentiality and the goodwill of theCompany’s and the Affiliates’ proprietary information, plans and services and to protectthe other legitimate business interests of the Company and the Affiliates.      10. **Effect of Agreement on Other Benefits****.**The existence of this Agreement shall notprohibit or restrict the Executive’s entitlement to full participation in the employee benefit andother plans or programs in which management-level employees of the Company are eligible toparticipate.      11. **Miscellaneous****.**      (a) Jurisdiction and Venue. This Agreement shall be governed by and construedin accordance with the laws of the State of Texas without reference to principles ofconflict of laws. Any legal action to enforce or interpret any provision of
 

 
this Agreement shall be brought exclusively in Dallas County, Texas. By execution anddelivery of this Agreement, the Executive accepts and consents to for himself, thejurisdiction of the Courts of the State of Texas, County of Dallas.      (b) Notice. All notices and other communications hereunder shall be in writingand shall be given by hand delivery, by overnight courier (providing proof of delivery) orby registered or certified mail, return receipt requested, postage prepaid, addressed asfollows:       If to the Executive: Eugenia B. Price    4640 Irvin Simmons Dallas,    Texas 75229       If to the Company: Home Interiors & Gifts, Inc.    1649 Frankford Road West    Carrollton, Texas 75007    Attn: President/CEOor to such other address as either party shall have furnished to the other in writing inaccordance herewith. Notice and communications shall be effective when actually received bythe addressee.      (c) Severability. If any provision of this Agreement is held to be illegal,invalid or unenforceable under present or future laws effective during the term of thisAgreement, such provision shall be fully severable; this Agreement shall be construed andenforced as if such illegal, invalid or unenforceable provision had never comprised aportion of this Agreement; and the remaining provisions of this Agreement shall remain infull force and effect and shall not be affected by the illegal, invalid or unenforceableprovision or by its severance from this Agreement. Furthermore, in lieu of such illegal,invalid or unenforceable provision there shall be added automatically as part of thisAgreement a provision as similar-in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.      (d) Withholding. The Company may withhold from any amounts payable under thisAgreement such Federal, state or local taxes as shall be required to be withheld pursuantto any applicable law or regulation.      (e) Obligations Contingent on Performance. The obligations of the Companyhereunder, including its obligation to pay the compensation provided for herein, arecontingent upon the Executive’s performance of the Executive’s obligations hereunder.      (f) Waiver. The Executive’s or the Company’s failure to insist upon strictcompliance with any provision of this Agreement or the failure to assert any right theExecutive or the Company may have hereunder shall not be deemed to be a waiver of suchprovision or right or any other provision or right of this Agreement.      (g) Injunctive Relief and Additional Remedy. The Executive acknowledges thatmoney damages would be both incalculable and an insufficient remedy for a breach of Section6 or 9 by the Executive and that any such breach would cause the Company irreparable harm.Accordingly, the Company, in addition to any other remedies at law or
 

 
in equity it may have, shall be entitled, without the requirement of posting of bondor other security, to equitable relief, including injunctive relief and specificperformance, in connection with a breach of Section 6 or 9 by the Executive. If theExecutive breaches in any material respect any of the material provisions of Section 6 or9, following termination of Executive’s employment, the Company will have the right tocease making any payments otherwise due to the Executive under this Agreement.      (h) Entire Agreement; Amendments. The provisions of this Agreement constitutethe complete understanding and agreement between the parties with respect to the subjectmatter hereof and supersede all prior agreements and understandings, oral or written,between or among the parties hereto. This Agreement may not be amended orally, but only byan agreement in writing signed by the parties hereto or their respective successors andlegal representatives.      (i) Counterparts. This Agreement may be executed in one or more counterparts,each of which will be deemed to be an original copy of this Agreement and all of which,when taken together, will be deemed to constitute one and the same Agreement.      (j) Covenants of Sections 6 and 9 are Essential and Independent Covenants. Thecovenants by the Executive in Sections 6 and 9 are essential elements of this Agreement,and without the Executive’s agreement to comply with such covenants, the Company would nothave entered into this Agreement or employed or continued the employment of the Executive.The Company and the Executive have independently consulted their respective counsel andhave been advised in all respects concerning the reasonableness and propriety of suchcovenants, with specific regard to the nature of the business conducted by the Company.      (k) Section Headings; Construction. The captions or headings of Sections inthis Agreement are provided for convenience only and are not part of the provisions hereofand shall have no force or effect. Whenever the terms “hereof”, “hereby”, “herein”, orwords of similar import are used in this Agreement they shall be construed as referring tothis Agreement in its entirety rather than to a particular section or provision, unless thecontext specifically indicates to the contrary. Any reference to a particular “Section” or“paragraph” shall be construed as referring to the indicated section or paragraph of thisAgreement unless the context indicates to the contrary. The use of the term “including”herein shall be construed as meaning “including, without limitation.”***(Signature Page Follows)***
 

 
      EXECUTED to be effective as of August 10, 2005.      **EXECUTIVE:**