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                                                                    EXHIBIT 10.4

                             CONFIDENTIAL SEPARATION
                              AGREEMENT AND RELEASE

      This Confidential Separation Agreement and Release (the "Agreement") is
made between Charles L. Elsey ("Employee") and Domistyle, Inc. (the "Company"),
herein collectively referred to as the "Parties". This Agreement will become
effective as of April 30, 2004 (the "Effective Date").

                                    RECITALS

      WHEREAS, Employee has been employed by the Company as President of
Domistyle, Inc.

      WHEREAS, Employee and the Company have mutually agreed to end Employee's
employment with the Company; and

      WHEREAS, the Parties desire to settle fully and finally, in the manner set
forth herein, all differences between them that have arisen, or which may arise,
prior to, or at the time of, the execution of this Agreement, including but not
limited to, any and all claims and controversies arising out of the employment
relationship, including the termination thereof, between Employee and the
Company.

      NOW, THEREFORE, in consideration of the recitals and the mutual promises,
covenants and agreements set forth herein, the Parties covenant and agree as
follows:

      1.    Termination of Employment. Employee and the Company agree that
            Employee's employment with the Company and any of its affiliates
            including, without limitation, in any position as an officer of the
            Company and any of its affiliates is terminated effective as of
            April 30, 2004 (the "Separation Date"). Effective as of the
            Separation Date, all benefits under all Company plans, programs
            and/or arrangements shall terminate, except as otherwise provided in
            this Agreement.

      2.    General Release. Employee, for and on behalf of himself, and
            Employee's spouse, family, agents, assigns, successors, heirs,
            executors, administrators, affiliates, associates, and legal
            representatives does hereby IRREVOCABLY AND UNCONDITIONALLY RELEASE,
            RELINQUISH, QUITCLAIM, ACQUIT, AND FOREVER DISCHARGE the Company,
            its predecessors, successors, past and present parent companies,
            subsidiary companies, affiliates, associates, partnerships, and its
            respective current and former owners, partners, assigns, successors,
            employees, agents, heirs, executors, administrators, legal
            representatives, officers, directors, shareholders and attorneys and
            insurers of said corporations, firms, associations, partnerships,
            and entities (hereinafter the "Releasees"), of and from any and all
            complaints, claims, grievances, liabilities, suits, demands, causes
            of action, obligations, promises, agreements, rights, damages, costs
            (including court costs and attorney's fees), losses, expenses and

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            compensation of any nature whatsoever, KNOWN OR UNKNOWN, past,
            present or future, fixed or contingent, liquidated or unliquidated,
            ACCRUED OR CONTINGENT, including, but not limited to, any and all
            known or unknown claims, which have resulted or may result from any
            alleged acts or omissions, arising out of Employee's hiring, terms
            and conditions of employment, employment benefits, treatment during
            employment, and separation from employment, including but not
            limited to any bonus plans, stock option plans or other compensation
            arrangements and expressly including, but not limited to, any and
            all claims or causes of action based on, related to or arising out
            of any alleged discrimination, harassment or retaliation based on
            age, race, sex, national origin, color, religion, citizenship
            status, disability, or handicap under any municipal, local, state,
            or federal law, common or statutory; including but not limited to
            Title VII of the Civil Rights Act of 1964 (as amended) or any
            similar law; the Age Discrimination in Employment Act (as amended)
            or any similar law; the Americans with Disabilities Act (as
            amended), the Federal Rehabilitation Act or any similar law; the
            Family and Medical Leave Act; the Workers Adjustment and Retraining
            Notification Act; the Fair Labor Standards Act or any similar law;
            the Older Workers Benefit Protection Act and any similar law; the
            Employee Retirement Income Security Act or any similar law; wages,
            compensation, or benefits of employment; retirement benefits or
            compensation; severance pay or benefits; future compensation,
            including bonuses or profit sharing; wrongful discharge from
            employment; negligence; intentional torts; personal injury; mental
            anguish or emotional distress; exemplary damages; alleged
            retaliation related to workers' compensation claims under chapter
            451 or the Texas Labor Code or any similar law or relating to
            so-called "whistle-blowers" law; the Texas Payday Act or any similar
            law; defamation, libel or slander; fraud; or breach of contract
            including, without limitation, any and all claims or causes of
            action based on, related to or arising out of that certain offer of
            employment letter, dated as of August 29, 2003, that certain
            Employment Agreement, dated as of September 9, 2003, or any other
            agreement relating to employment, written or oral, any of which
            existed or may have existed prior to, or contemporaneously with the
            execution of this Agreement.

            By the signature below, Employee does hereby acknowledge that upon
            payment of all the consideration recited herein this is final, full
            and complete satisfaction, settlement and discharge of any and all
            liability of the Releasees, if any, to Employee whatsoever by reason
            of any manner, cause or thing in any way connected with or arising
            out of the Employee's employment and/or termination of employment
            and that Employee shall not receive any further sums of money or
            other property, for severance or compensation including but not
            limited to employment contracts, stock options, bonuses, health
            insurance, life insurance, disability insurance, vehicle allowances,
            and any similar obligations, except as set forth in this Agreement,
            from the Company.

      3.    Covenant Not to Sue. Employee, for himself and on behalf of
            Employee's attorneys, spouse, family, heirs, assigns, successors,
            executors, and administrators, agrees to refrain from instituting,
            prosecuting, filing, or

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            processing, or assisting with the institution, prosecution, filing
            or processing, of any litigation, administrative proceeding, or
            other claim against the Company and/or any of the Releasees based
            upon any of the claims released in Section 2 of this Agreement and
            represents that no other person or entity has initiated or will
            initiate any such proceedings on his behalf. A violation by Employee
            of this Section 3 will result in indemnification obligations under
            Section 9, below. EMPLOYEE AGREES, WARRANTS, AND REPRESENTS TO THE
            COMPANY THAT EMPLOYEE HAS FULL EXPRESS AUTHORITY TO SETTLE ALL
            CLAIMS AND DEMANDS THAT ARE THE SUBJECT OF SECTION 2 OF THIS
            AGREEMENT AND THAT EMPLOYEE HAS NOT GIVEN OR MADE ANY ASSIGNMENT TO
            ANYONE, INCLUDING EMPLOYEE'S SPOUSE, FAMILY OR LEGAL COUNSEL, OF ANY
            CLAIMS AGAINST ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY OR
            ANY RELEASEES.

      4.    Non-Disclosure of Agreement. As a material and essential
            consideration to payment of the sums made pursuant to this
            Agreement, Employee agrees to keep the terms, amount, and facts of
            this Agreement STRICTLY AND COMPLETELY CONFIDENTIAL, and not to
            communicate or otherwise disclose the terms, amount, or facts of
            this Agreement to any employee of the Company (past, present, or
            future), or to any other person, except (a) to Employee's spouse,
            attorneys, accountants, financial advisors, and future employers,
            provided that such individuals are advised of and agree to maintain
            the confidentiality of such matters and (b) as may be required by
            law or compulsory process. In the event that Employee is required or
            compelled by law or compulsory process to disclose the existence and
            or contents of this Agreement, Employee will use best efforts to
            provide the Company with written notice, at least seven (7) days in
            advance of any such disclosure.

      5.    Return and Non-Disclosure of Proprietary or Confidential
            Information. Employee acknowledges that during the term of
            employment with the Company, Employee had access to customer lists,
            trade secrets and other confidential information not ordinarily
            available to the general public. Employee agrees that such special
            knowledge received is included in the Company's proprietary
            confidential information. Employee agrees that this confidential
            information is valuable to the Company and that its protection and
            maintenance constitutes a legitimate interest to be protected by the
            enforcement of the covenants contained in this Agreement.

            Employee acknowledges that the Confidential Information (as defined
            below) relating to the business of the Company, or any of its
            affiliates, which has been obtained during Employee's employment
            with the Company, is the property of the Company. Employee agrees
            not to disclose or use at any time, any Confidential Information,
            without the prior written consent of the Company. Employee agrees to
            destroy or deliver to the Company, after his termination from
            employment, all memoranda, notes, plans, records, reports, drawings,
            sketches, specifications, diskettes, tapes and other storage media,
            documentation and other materials (and copies thereof), whether in
            written, printed or digital format,

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            containing Confidential Information, no matter where such material
            is located and no matter what form the material may be in, which
            Employee may then possess or have under his control. If requested by
            the Company, Employee shall provide to the Company written
            confirmation that all such materials have been delivered to the
            Company or have been destroyed. Employee shall take all appropriate
            steps to safeguard Confidential Information and to protect it
            against disclosure, misuse, espionage, loss and theft. Company shall
            be authorized to disclose to any future employer of Employee that
            Employee's use or disclosure of the Company's Confidential
            Information is governed by this Agreement and, at the Company's
            election, furnish such new employer with a copy of this Agreement or
            relevant portion thereof.

            For purpose of this Agreement, "Confidential Information" shall mean
            trade secrets, confidential or proprietary information and all other
            knowledge, know-how, information, documents or materials owned,
            developed or possessed by the Company or any of its affiliates,
            whether in tangible or intangible form, pertaining to the business
            of the Company or any of its affiliates, or any customer thereof,
            known or intended to be known only to employees of the Company or of
            any of its affiliates or other persons in a confidential
            relationship with the Company, or the confidentiality of which the
            Company takes reasonable measure to protect, including, but not
            limited to manufacturing processes, research and development data,
            project data, assignments of individual employees, testing and
            evaluation procedures, cost data and techniques, data bases,
            designs, models, operation procedures, knowledge of the organization
            (including pricing and sales policies, techniques and concepts),
            trade shows (including prices, costs, sales or content), details of
            joint venture or sponsorship agreements, knowledge of strategic or
            marketing plans for future products, events, processes, techniques,
            contracts, financial information or measures, business methods,
            future business plans, package design, retail design, field
            marketing outsourcing, displayers and customers (including
            identities and contact information of displayers and customers and
            prospective displayers and customers, and identities and contact
            information of individual contacts at business entities, which are
            customers), suppliers, vendors, business relationships and other
            information owned, developed or possessed by the Company; provided
            however, that Confidential Information shall not include (i)
            information (other than the identities of displayers and customers)
            that is in the public domain through no fault of Employee; (ii)
            information approved for release by written authorization of the
            Company; or (iii) information that may be required by law or an
            order of any court, agency or proceeding to be publicly disclosed;
            (iv) information that is commonly known in the manufacturing and
            sales industries and information that has been learned by and/or
            developed by employee during his career.

      6.    Non-Solicitation and Non-Competition.

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            (a)   The Employee acknowledges that: (i) the Company's business is
                  international in scope and its products are marketed
                  throughout the United States and the world; (ii) the Company
                  competes with other businesses both within the United States
                  and internationally; and (iii) the provisions of this Section
                  6 are reasonable and necessary to protect the Company's
                  business.

            (b)   In consideration of the acknowledgments by the Employee, and
                  in consideration of the compensation and benefits to be paid
                  or provided to the Employee by the Company under this
                  Agreement, the Employee agrees that he will not, directly or
                  indirectly:

                  (i)   during the Post-Employment Period (as defined below),
                        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, any business whose products or
                        services compete with the Company, anywhere within the
                        United States or within foreign countries in which the
                        Company conducts business;

                  (ii)  whether for the Employee's own account or for the
                        account of any other person or entity, at any time
                        during the Post-Employment Period, solicit business of
                        the same or similar type being carried on by the Company
                        or its affiliates, from any retail or wholesale customer
                        of the Company or its affiliates in existence at any
                        time during the year prior to the Effective Date,
                        whether or not the Employee had personal contact with
                        such customer during and by reason of the Employee's
                        employment with the Company;

                  (iii) whether for the Employee's own account or the account of
                        any other person or entity, at any time during the one
                        year period following effective date, solicit, employ,
                        or otherwise engage as an employee, independent
                        contractor, or otherwise, any person who is or was at
                        the time of such solicitation, employment or engagement
                        an employee, displayer, consultant or independent
                        contractor of the Company or its affiliates or in any
                        manner induce or attempt to induce any employee of the
                        Company or its affiliates to terminate his/her
                        employment with the Company, or its affiliates or in any
                        manner induce or attempt to induce any displayer of the
                        Company or its affiliates to terminate his/her
                        relationship with the Company or its affiliates; or

            (c)   If any covenant in this Section 6 is held to be unreasonable,
                  arbitrary, or against public policy, such covenant will be
                  considered to be divisible with respect to scope, time, and
                  geographic area, and such lesser scope, time, or geographic
                  area, or all of them, as a court of competent jurisdiction may
                  determine to be reasonable, not arbitrary,

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                  and not against public policy, will be effective, binding, and
                  enforceable against the Employee.

            (d)   The period of time applicable to any covenant in this Section
                  6 will be extended by the duration of any violation by the
                  Employee of such covenant.

            (e)   The Employee will, while the covenant under this Section 6 is
                  in effect, give written notice to the Company, within ten (10)
                  days after accepting any other employment or consulting
                  arrangement, of the identity of the Employee's new employer or
                  contractor and all of the material duties and services to be
                  provided by Employee in such employment or retention, which
                  shall not require disclosure by Employee of any terms of
                  compensation. The Company may notify such new employer that
                  the Employee is bound by this Agreement and, at the Company's
                  election, furnish such new employer with a copy of this
                  Agreement or relevant portion thereof.

            (f)   The term "Post-Employment Period" means the three (3) month
                  period following the Effective Date.

      7.    Severance Benefit Terms. Contingent upon receipt of Employee's
            signature on this Agreement, the Company agrees to:

                  Pay Severance Payment to you in six semi-monthly installments,
                  the total of which shall not exceed $66,250.02. Such payments
                  shall be made pursuant to the Company's current normal
                  semi-monthly payroll cycle. The first payment would be May 15,
                  2004, and the final payment would be July 31, 2004. No
                  interest or other charge shall apply to any such installments
                  that are made by the Company.

                  Also, Employee shall be paid for all accrued vacation.

            No further or additional severance payments shall be due to
            Employee.

            Limitations On Other Benefits Or Compensation. Employee understands
            and agrees that he will receive no other wage, accrued vacation,
            back pay, bonus, severance, or other payment or benefit from the
            Company (other than those set forth in this paragraph).

      8.    No Admission. This Agreement is not an admission of wrongdoing or
            liability by either Employee or the Company. The Parties hereto
            recognize that, by entering into this Agreement, the Company does
            not admit any violation of any local, state, or federal law, common
            or statutory. The Parties further recognize that this Agreement has
            been entered into in release and compromise of any claims that might
            be asserted by Employee, in connection with Employee's employment
            with

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            the Company, or the termination thereof, and to avoid the expense
            and burden of any litigation related thereto.

      9.    Breach by Employee. The Parties acknowledge and agree that in the
            event it is proven that Employee materially breaches any provision
            of this Agreement: (a) the Company may suspend payments under this
            Agreement and/or rescind the Agreement; (b) Employee will indemnify
            and hold the Company harmless from and against any and all resulting
            damages or loss incurred by the Company in any action where the
            Company prevails (including attorneys' fees and expenses); (c) In
            any action where the Company prevails, Employee will immediately
            repay to the Company in full any payment made to him under the
            provisions of this Agreement; and (d) the Company will be entitled
            to recover from Employee any payment not repaid to the Company, as
            required by subpart (c) of this paragraph, as well as any and all
            other resulting actual or consequential damages. The Company may
            also pursue any other available remedies for any breach of this
            Agreement.

            One or more waivers of a breach of any covenant, term, or provision
            of this Agreement by any of the Parties shall not be construed as a
            waiver of a subsequent breach of the same covenant term, or
            provision, nor shall it be considered a waiver of any other existing
            or subsequent breach of a different covenant, term, or provision.

      10.   Severability. If any provision or term of this Agreement is held to
            be illegal, invalid, or unenforceable, such provision or term shall
            be fully severable; this Agreement shall be construed and enforced
            as if such illegal, or unenforceable provision had never comprised
            part of this Agreement; and the remaining provisions of this
            Agreement shall remain in full force and effect and shall not be
            affected by the illegal, invalid, or unenforceable provision or by
            its severance from this Agreement. However, the Parties agree that
            all payments made under the Agreement shall remain full and final
            and the occurrence of any event of inapplicability, invalidity,
            illegality, unenforceability, or modification made to this Agreement
            shall in no way (a) entitle the Employee to any additional payment,
            compensation, or cost from the Company or create any liability for
            the Company to the Employee under this Agreement, or (b) revise,
            reinstate, or otherwise restore any claims or causes of action being
            released hereby. The Parties further agree that the occurrence of
            any such inapplicability, invalidity, illegality, unenforceability,
            or modification will not operate to reduce the consideration paid to
            the Employee under this Agreement. Furthermore, in lieu of such
            illegal, invalid, or unenforceable provision or term there shall be
            added automatically as a part of this Agreement another provision or
            term as similar to the illegal, invalid, or unenforceable
            provisions, as may be possible and that is legal, valid, and
            enforceable.

      11.   Remedies. The Parties agree that should one party sue the other
            party for a breach of any provision of this Agreement, the
            prevailing party shall be entitled to recover its attorneys' fees
            and costs of court. The parties hereby agree that each

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            party shall have the right to sue for specific performance of this
            Agreement, and for declaratory and injunctive relief.

      12.   Entire Agreement. This Agreement constitutes the entire Agreement of
            the Parties, and supersedes all prior and contemporaneous
            negotiations and agreements, oral or written. All such prior and
            contemporaneous negotiations and agreements are deemed incorporated
            and merged into this Agreement and are deemed to have been abandoned
            if not so incorporated. No representations, oral or written, are
            being relied upon by either party in executing this Agreement other
            than the express representations of this Agreement. This Agreement
            cannot be changed or terminated without the express written consent
            of the parties.

      13.   Reference. The Parties acknowledge and agree that Employee will
            direct any request for employment references from the Company to
            Patricia L. Sinclair, Associate Vice President of Human Resources of
            the Company, and that the Company will not be obligated to respond
            to any such requests, or to any other inquiries from prospective
            employers of Employee, except to disclose only a neutral reference
            that discloses only Employee's job title and dates of employment.

      14.   Re-Employment. Employee waives and releases forever any right or
            rights he might have to seek re-employment, or reinstatement with
            the Company or any of the other Releasees.

      15.   Mutual Covenant of Non-Disparagement. Employee agrees that he shall
            not, directly or indirectly, in any way disparage the Company or its
            affiliates or any of the shareholders, partners, members, or other
            holders of equity in the Company or its current and former officers,
            directors, and employees, or make to, or solicit from, any third
            party (including, but not limited to, any communications with the
            press or other media), any comments, statements, and the like that
            may be considered to be derogatory or detrimental to the good name
            or business reputation of the Company. The Company or its affiliates
            or any of the shareholders, partners, members, or other holders of
            equity in the Company or its current and former officers, directors,
            and employees shall not make any comments, statements, and the like
            that may be considered to be derogatory or detrimental to the good
            name or business reputation of the Employee.

      16.   Statement of Understanding. You received this Agreement on April 13,
            2004.

            By executing this Agreement, Employee acknowledges that (a) Employee
            has been advised by the Company in writing to consult with an
            attorney regarding the terms of the Agreement; (b) Employee has been
            given the opportunity to have at least twenty-one (21) days from the
            date above on which Employee received this Agreement to consider
            this Agreement and that Employee has considered the Agreement during
            said time period. Employee understands and agrees that he may waive
            the twenty-one (21) day review period and execute this Agreement at
            any time after its receipt, and that any such execution prior to the
            expiration of the

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            twenty-one (21) days shall be a knowing waiver by Employee of such
            twenty-one (21) day review period; (c) Employee has consulted with
            an attorney of his own choosing regarding the terms of the
            Agreement; (d) any and all questions regarding the terms of this
            Agreement have been asked and answered to Employee's complete
            satisfaction; (e) Employee has read this Agreement and fully
            understands its terms and their import; (f) except as provided by
            this Agreement, Employee has no contractual right or claim to the
            benefits described herein; (g) the consideration provided for herein
            is good and valuable; (h) Employee is entering into this Agreement
            voluntarily, of his own free will, and without any coercion, undue
            influence, threat, or intimidation of any kind or type whatsoever;
            and (i) Employee is no longer an employee of the Company and its
            subsidiaries effective on the Separation Date.

      17.   Revocation Period. Either Party may revoke this Agreement within
            seven (7) days of the date of its execution by Employee (the
            "Revocation Period"), by written notice to the other Party. Employee
            understands that he has no right to receive payments and benefits
            described in this Agreement if he revokes this Agreement. Employee
            further understands that if the Company does not receive from
            Employee written revocation of this Agreement prior to the
            expiration of the Revocation Period, this Agreement will become
            effective, and Employee will have forever waived his right and
            ability to revoke it, and he and the Company will be fully bound by
            all of its terms and conditions.

      18.   Controlling Law and Venue. This Agreement shall be subject to and
            construed in accordance with the laws of the State of Texas.
            Exclusive venue shall be in Dallas County, Texas for any disputes
            arising out of the interpretation or enforcement of any of the terms
            of this Agreement.

      19.   Binding Effect. This Agreement is binding on and inures to the
            benefit of the Company, its successors and assigns, and on Employee
            and Employee's successors, heirs, assigns and beneficiaries.

      20.   Cooperation and Further Assurances. In order to assist with the
            transition following the termination of his employment with the
            Company, Employee agrees to make himself available to assist with
            such transition through and including July 31, 2004, subject to
            Employee's availability and in such manner as may be reasonably
            requested by the Company. The Parties agree to execute and deliver
            such other and further documents and take such other action as may
            be reasonably necessary to more completely, fully and/or correctly
            evidence or effect the intents and purposes of this Agreement.

      21.   LEGAL COUNSEL. EMPLOYEE UNDERSTANDS THAT HE IS WAIVING IMPORTANT
            LEGAL RIGHTS BY SIGNING THIS AGREEMENT AND, FURTHER, THAT EMPLOYEE
            HAS CONSULTED WITH AN ATTORNEY OF HIS CHOOSING BEFORE SIGNING THIS
            AGREEMENT.

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            READ CAREFULLY BEFORE SIGNING. THIS DOCUMENT INCLUDES A RELEASE OF
            ALL KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the undersigned have executed this Agreement freely and
voluntarily intending to be legally bound by it.

ACCEPTED AND AGREED TO BY:

EMPLOYEE

/s/ Charles L. Elsey
-------------------------------

April 15, 2004
Date

Address for Notice:

    ___________________________
    ___________________________

STATE OF Texas       )
                     )
COUNTY OF Dallas     )

      BEFORE ME, the undersigned, a Notary Public, on this day personally
appeared Charles Elsey known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE this 15th day of April.

                                          /s/ Christopher Lee Reed
                                          --------------------------------------
                                          Notary Public, State of Texas
[SEAL]                                    My commission expires: March 1, 2008

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE - Page 10

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HOME INTERIORS AND GIFTS, INC.

By: /s/ Patricia L. Sinclair
    ----------------------------

Name:  Patricia L. Sinclair

Title: AVP Human Resources

       April 15, 2004

Date

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