<PAGE>   1
                                                                    EXHIBIT 10.1


                          CONSULTING SERVICES AGREEMENT

         This AGREEMENT, dated as of June 3, 1999, is between Home Interiors &
Gifts, Inc. (herein called "Home Interiors") and Tompkins Associates
Incorporated (herein called "Tompkins"). In consideration of the mutual promises
herein contained, Home Interiors and Tompkins agree as follows:

1.       SCOPE OF SERVICES. During the term of this Agreement, Tompkins shall
         furnish the services set forth in the proposal provided in Schedule A,
         attached hereto and made a part thereof (the "Proposal"). Such services
         shall be performed by individuals as employees of Tompkins, an
         independent contractor, and not as employees of Home Interiors
         provided, however, that Home Interiors shall have the right to cause
         Tompkins to cease using any of its employees in connection with this
         Agreement and to substitute for such employees one or more other
         employees who are satisfactory to Home Interiors, in its sole
         discretion. Tompkins shall be obligated to perform only the services
         described in the proposal for the agreed upon fee and arrangements as
         stipulated. No representation is made that Tompkins is responsible, or
         accepts responsibility, for the following services:

         a.    Certification as to the accuracy or sufficiency of any document
               prepared by others and provided to Tompkins by Home Interiors or
               as directed by Home Interiors.

         b.    Assurance of favorable or timely approval, permitting, and
               licensing action by governmental agencies as a result of services
               provided by Tompkins.

         Home Interiors shall inform Tompkins of any special criteria or
         requirements related to Tompkins' services. Home Interiors shall
         willingly furnish, at no cost to Tompkins, any existing information,
         drawings, specifications, and reports which will assist Tompkins in the
         performance of its services.

2.       CHANGE IN SCOPE OF SERVICES. Home Interiors may, by written request,
         submit proposed changes in the scope of services to be performed by
         Tompkins as defined in the Proposal. Tompkins shall notify Home
         Interiors in writing of its response to the requested change in the
         scope of services within ten (10) days of receipt of the request. If
         Tompkins accepts the proposed changes and determines that such changes
         cause an increase or decrease in the cost or the time required for
         performance, Tompkins shall include in its response any corresponding
         change in price or time required for performance. Home Interiors shall
         accept or reject Tompkins' response in writing within ten (10) days of
         receipt, If Home Interiors accepts Tompkins' proposed modifications to
         the price or time for performance, they shall be deemed accepted and
         shall become an addendum to the Proposal.

3.       OPINION OF CONSTRUCTION COSTS, EQUIPMENT COSTS AND SYSTEMS COSTS. Since
         Tompkins has no control over the cost of labor, materials, equipment or
         services furnished by others, or over contractor(s)' or vendor(s)'
         means or methods of determining prices or over competitive bidding or
         market conditions, Tompkins' opinions of probable total project and/or
         construction costs and/or equipment costs and/or systems costs are made
         on the basis of Tompkins' experience and qualifications and represent
         Tompkins' best professional judgment as an experienced and qualified
         professional


<PAGE>   2



         familiar with the material handling, warehousing and logistics
         industry. However, Tompkins cannot and does not guarantee that
         proposals, quotes, bids or actual total project or construction or
         equipment or systems costs will not vary from opinions or probable
         costs prepared by Tompkins. If Home Interiors wishes greater assurance
         as to total project or construction or equipment or systems costs, Home
         Interiors shall employ an independent cost estimator at Home Interiors'
         expense or authorize Tompkins to contract for such services which will
         be considered additional services.

4.       TERM OF AGREEMENT. The Agreement shall commence on June 3, 1999 and,
         subject to Section 11, terminate on June 3, 2000, or until all services
         provided for in the Proposal have been completed if later.

5.       PAYMENT TERMS. As compensation for services to be performed by Tompkins
         hereunder, Home Interiors shall pay Tompkins at the rates set forth in
         the Proposal. In addition, Home Interiors shall reimburse for travel
         expenses incurred in the performance of services hereunder, including
         coach fare air travel, lodging costs not to exceed $125 per night and
         taxi fares. Tompkins shall use its best efforts to plan its air travel
         in an effort to take advantage of all available discounts. Home
         Interiors shall not have any liability for any other expenses or costs
         or costs incurred by Tompkins hereunder.

         Tompkins shall submit to Home Interiors invoices based on the payment
         schedule as provided in the Proposal. Invoices shall be due and payable
         within thirty (30) calendar days of receipt date of the invoice. If
         Home Interiors takes issue or objects to all or any portion of an
         invoice, Home Interiors shall notify Tompkins in writing within
         fourteen (14) calendar days of the invoice date, clearly identifying
         the nature of the issue or objection, and shall pay that portion of the
         invoice, if any, not in dispute. If the undisputed invoice, or the
         undisputed portion thereof, is not paid within sixty (60) days,
         Tompkins may, without waiving any claim or right against Home
         Interiors, suspend the performance of further consulting services until
         all undisputed invoices more than thirty (30) days past due are fully
         paid, or may terminate the services being provided. Each invoice
         submitted by Tompkins will:

         a.   Provide complete supporting detail, including name(s) of
              person(s) who performed the services, dates of services, hours or
              days worked and billing rates;

         b.   Be accompanied by (i) an itemized listing of amounts claimed,
              (ii) pertinent information relative to the expenses, and (iii)
              receipts, to document the expenses.

6.       NONDISCLOSURE. Neither party will disclose to any third persons any
         unpublished information or knowledge it acquires about the other
         party's business, products, employees or methods, unless such
         disclosure is required by law. If either party is required by law to
         disclose any such unpublished information or knowledge, it shall notify
         the other party of such requirement immediately and cooperate with the
         other party's reasonable requests in an effort to avoid or limit such
         disclosure.

                                       2
<PAGE>   3
7.       PUBLICITY. Tompkins shall not, without the prior written consent of
         Home Interiors, in any manner advertise or publish the fact that Home
         Interiors has entered into this Agreement with Tompkins or that
         Tompkins is providing services to Home Interiors.

8.       NON-SOLICITATION OF EMPLOYEES. During the term of the engagement
         contemplated hereby, and for a period of six months thereafter, Home
         Interiors shall not solicit for hire or hire any employee or officer of
         Tompkins who performs work or services for Home Interiors pursuant to
         this Agreement. Notwithstanding the foregoing, however, this Section 8
         shall not prohibit Home Interiors from hiring an employee or officer of
         Tompkins who is involuntarily terminated by Tompkins or voluntarily
         resigns from Tompkins, provided that, in the case of an employee or
         officer who voluntarily resigns from Tompkins, Home Interiors has not
         induced such employee or officer to resign his employment with Tompkins
         by promising employment to such employee or officer.

9.       INEXCUSABLE DELAY. No delay or failure in performance by either party
         shall constitute a default hereunder or give rise to any claims if such
         delay or failure is caused by circumstances beyond its control.
         Tompkins shall be diligent in attempting to remove such cause and shall
         promptly notify Home Interiors of the extent and probable duration of
         such a delay. If Tompkins is unable to remove the cause within fourteen
         (14) days, Home Interiors shall have the option of terminating this
         Agreement or any portion of it affected by the delay in performance or
         non-performance. If Tompkins shall terminate any portion of this
         Agreement pursuant to this Section 9, Tompkins and Home Interiors shall
         negotiate in good faith and agree upon an equitable reduction in the
         compensation payable by Home Interiors to Tompkins hereunder.

10.      INDEMNIFICATION. Each party hereby indemnifies and holds harmless the
         other party, its officers, directors and employees, from any and all
         claims, damages, losses and expenses (including attorneys' fees)
         arising out of the performance of this Agreement by the indemnifying
         party, except when such claims, damages, losses and expenses are caused
         by the gross negligent acts, errors or omissions of the party to be
         indemnified.

11.      TERMINATION. This Agreement may be terminated by Home Interiors at any
         time upon ten (10) days written notice. In the event of termination,
         Tompkins shall be entitled to recover the costs and expenses incurred
         in connections with its performance under the Agreement throughout the
         date of termination.

12.      ASSIGNMENT AND SUBCONTRACTING. Performance of this Agreement by
         Tompkins may not be subcontracted in whole or in part, nor may Tompkins
         assign this Agreement, without, in each case, the prior written consent
         of Home Interiors.

13.      COMPLIANCE WITH LAWS. To the extent applicable hereto, Tompkins shall
         in the performance of this Agreement comply with all applicable
         federal, state and local laws; and all regulations and orders issued
         under any applicable law.

14.      INSURANCE, INDEMNITY AND LIABILITY. Tompkins shall carry Workers
         Compensation and Comprehensive General Liability Insurance in such form
         as to



                                       3
<PAGE>   4

         protect Home Interiors, its directors, officers, agents and employees
         as additional insureds from and against any claims or damages for
         bodily injury, including death, and any damage to property which may
         arise from acts or omissions of Tompkins under this Agreement. Tompkins
         shall furnish Home Interiors with a certificate of insurance evidencing
         limits of liability not less than $1 million combined single limit per
         occurrence for bodily injury (including death) and property damage.
         Such insurance shall be primary and non-contributing to any insurance
         maintained or obtained by Home Interiors and shall not be canceled or
         materially modified without thirty (30) days prior written notice to
         Home Interiors. Tompkins agrees to waive any rights of subrogation
         Tompkins or Tompkins's insurers may have against Home Interiors.

15.      STANDARDS. All services hereunder shall be performed by employees or
         agents of Tompkins who are experienced and highly skilled in their
         profession and in accordance with the highest standards of workmanship
         in their professions.

16.      PATENT AND DATA RIGHTS. All information and data, regardless of form,
         generated in the performance of or delivered under this Agreement, as
         well as any information provided to Tompkins by Home Interiors, shall
         be and remain the sole property of Home Interiors. Tompkins shall keep
         all such information and data in confidence and not disclose or use it
         for any purpose other than performing this Agreement, except with Home
         Interiors' prior written approval. In the event that the copyright in
         any data and information generated in the performance of this Agreement
         does not vest in Home Interiors by law, Tompkins hereby agrees to
         assign and assigns to Home Interiors the copyright in all such data and
         information.

         Tompkins assigns to Home Interiors the entire right, title, and
         interest, worldwide, in any invention or patent thereunder conceived or
         first actually reduced to practice in performing this Agreement.
         Tompkins grants Home Interiors the royalty-free, non-exclusive,
         worldwide, irrevocable license to make, use and sell any invention
         which is not conceived or first actually reduced to practice in
         performing this Agreement, but which is described or incorporated in
         anything furnished to Home Interiors in connection with this Agreement.

         In connection with actual inventions or patents conceived or first
         actually reduced to practice in connection with this Agreement,
         Tompkins will furnish Home Interiors with information sufficient to
         file and prosecute patent applications, and will execute all documents
         incident to such filing and prosecution and, in connection with the
         license granted under this Agreement, Tompkins will furnish information
         sufficient to enable Home Interiors to avail itself of such license.

         Final payment shall not be due hereunder until after receipt by Home
         Interiors of such complete invention information, or certification that
         there is no such information, and receipt of all information and data
         which is the property of Home Interiors. These obligations shall
         survive the termination of this Agreement.



                                       4
<PAGE>   5

17.      CONFIDENTIALITY. Tompkins shall preserve as confidential all
         information pertaining to Home Interiors' business and all technical
         and proprietary information obtained from Home Interiors in the
         performance of this Agreement. Tompkins further agrees that any data
         and information generated or delivered in the performance of this
         Agreement and any information and data furnished by Home Interiors
         shall (1) be kept in confidence and not be disclosed to third parties
         without the prior written approval of Home Interiors, and (2) shall not
         be used in the production, manufacture or design of any article or
         material, except as otherwise provided herein, without Home Interiors'
         prior written consent; and this obligation, Tompkins agrees, shall
         survive the termination or expiration of this Agreement. Tompkins shall
         deliver all data and information to Home Interiors upon Home Interiors'
         request and, in any event, upon the completion of all work hereunder or
         the termination or expiration hereof, whichever shall first occur, and
         shall be fully responsible for the care and protection thereof until
         such delivery.

18.      DISPUTES. Any dispute arising under this Agreement which is not settled
         by agreement of the parties may be settled by appropriate legal
         proceedings. Pending any decision, appeal or judgment in such
         proceedings or the settlement of any dispute arising under this
         Agreement, Tompkins shall proceed diligently with the performance of
         this Agreement in accordance with the decision of Home Interiors.

19.      RECORDS. Home Interiors shall, until the expiration of three (3) years
         after final payment under this Agreement, have access to and the right
         to examine any directly pertinent books, documents, papers and records
         of Tompkins involving transactions related to this Agreement.

20.      NOTICES. Any notice provided for in this Agreement shall be considered
         as having been given (i) to Home Interiors if mailed by certified mail,
         postage prepaid to Home Interiors & Gifts, Inc., 4550 Spring Valley
         Rd., Dallas, Texas 75244-3705, Attention: Legal Department, or (ii) to
         Tompkins if mailed by certified mail, postage prepaid to Tompkins
         Associates Incorporated., 2809 Millbrook Road, Raleigh, NC 27616,
         Attention: John Spain.

21.      RESERVATIONS OF RIGHTS. Either party's waiver of any of its remedies
         afforded the Agreement or by law shall not waive any other remedies
         which such party shall have available to it. Such waiver also shall not
         waive such party's right to any remedies due to a future breach by the
         other party, regardless of whether such future breach is of a like or a
         different character.

22.      SEVERABILITY. Should any portion or provision of this Agreement be
         found to be unenforceable then all other provisions shall remain in
         full force and effect.

23.      PRECEDENCE. The terms of this Agreement shall supersede any printed
         conditions in the Proposal.

24.      EXCLUSIVITY. The terms of this Agreement are between the parties herein




                                       5
<PAGE>   6

         stated and any changes to the terms must be in writing and signed by an
         authorized representative of both parties.

25.      GOVERNING LAW AND VENUE. The validity and interpretation of this
         Agreement shall be governed by the laws of the State of Texas, without
         regard to choice of laws provisions. This Agreement shall be performed
         in Dallas, Texas and any dispute arising out of this Agreement shall be
         adjudicated solely in the courts of the State of Texas or in the
         federal courts located in Dallas, Texas, and Tompkins hereby agrees
         that service of process upon it by registered or certified mail shall
         be deemed adequate and lawful. Tompkins hereby consents to personal
         jurisdiction and venue being solely in the above-referenced courts and
         agrees not to object to personal jurisdiction and venue in such courts,
         and agrees not to seek personal jurisdiction and venue in any other
         courts.

27.      ATTORNEY FEES. If either party is required to bring or maintain any
         action for the enforcement of any covenants, terms, or conditions of
         the Agreement, the prevailing party in such action shall, in addition
         to all other payments required herein, be entitled to recover
         reasonable costs (including attorney's fees) incurred by the prevailing
         party at and in preparation for arbitration, trial, appeal, review, and
         proceedings in bankruptcy court, including, but not limited to matters
         unique to bankruptcy.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

Tompkins Associates, Incorporated             Home Interiors & Gifts, Inc.

By   /s/ JOHN C. SPAIN                        By   /s/ JIM LIVINGSTON
  ------------------------------                ------------------------------

Name     John C. Spain                        Name     Jim Livingston
    ----------------------------                  ----------------------------

Title   Executive Vice President              Title    VP Operations
     ---------------------------                   ---------------------------





                                       6
<PAGE>   7
                                                                      SCHEDULE A


                                                                PROPOSAL FOR THE
                                                                DESIGN AND
                                                                IMPLEMENTATION
                                                                OF A NEW
                                                                DISTRIBUTION
                                                                CENTER







                                  PRESENTED TO:

                                 Jim Livingston
                          Home Interiors & Gifts, Inc.
                                  DALLAS, TEXAS








                     [TOMPKINS ASSOCIATES INCORPORATED LOGO]

                                  Irving, Texas
                                    May 1999


<PAGE>   8



                                EXECUTIVE SUMMARY


         Home Interiors & Gifts, Inc. has decided to design, construct, outfit
and implement a new centralized Distribution Center in Dallas, Texas. The plan
is to have this new facility fully operational by first quarter 2000. Tompkins
Associates, Inc. believes that the project can be completed within this time
frame as long as the potential delays between phases are kept to a minimum.

         Tompkins has planned and implemented many distribution centers very
similar to the one planned for Home Interiors & Gifts, Inc. Tompkins Associates,
Inc. has considerable experience in dealing with construction, equipment,
people, systems and maintenance issues in the implementation of full-scale
Distribution Centers. With our experience in all these practice areas Tompkins
Associates, Inc. is uniquely qualified to partner with Home Interiors & Gifts,
Inc. to optimize their distribution operations and meet the future head-on.
Tompkins Associates, Inc. is the turnkey consultant that is best positioned to
assist in the successful implementation of the new distribution center.

         This proposal presents a path forward for Home Interiors & Gifts, Inc.
to follow in order to implement the new facility. This proposal also indicates
the deliverables Tompkins Associates, Inc. will provide in each phase of the
project. The fees for Phase I and II are $520,000 plus expenses.


                                       i

<PAGE>   9





                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
EXECUTIVE SUMMARY...................................................................................     i


1.0 DESIGN AND IMPLEMENTATION OF A DISTRIBUTION CENTER STRATEGIC MASTER PLAN........................     2

   PHASE IA:  OPERATIONS PLANNING...................................................................     2
   PHASE IB:  WMS SELECTION.........................................................................     5
   PHASE II:  DETAIL PLANNING.......................................................................     6
   PHASE III: IMPLEMENTATION........................................................................     7

2.0  PROJECT SCHEDULE...............................................................................     8


3.0  PROJECT LOGISTICS..............................................................................     8

   3.1 STAFFING.....................................................................................     8
   3.2 PRICING......................................................................................     9
</TABLE>



<PAGE>   10

Home Interiors & Gifts, Inc.
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1.0 DESIGN AND IMPLEMENTATION OF A DISTRIBUTION CENTER STRATEGIC MASTER PLAN

         A Distribution Center Strategic Master Plan (SMP) must be undertaken at
Home Interiors & Gifts, Inc. in order to ensure the successful implementation,
by first quarter 2000, of an efficient and effective Distribution Center that
provides for maximum return on investment and customer service. Tompkins
Associates, Inc. (Tompkins) recommends the following approach to implementing
such a distribution center.

         PHASE I:  DISTRIBUTION CENTER REQUIREMENTS
         Ia:  Operations Planning
         Ib:  WMS Definition & Selection

         PHASE II:  DETAIL PLANNING
         IIa:  Equipment and Facility
         IIb:  WMS

         PHASE III: IMPLEMENTATION
         Phase III staffing, duration and deliverables will be further defined
         during Phase II.

         This proposal presents the scope, objectives, deliverables, approach,
and fees for Phase I and II. It also outlines some of the deliverables for Phase
III that Tompkins can provide Home Interiors.

PHASE Ia:  OPERATIONS PLANNING

         Typically Tompkins recommends that companies define the design and
functionality needs of the distribution center first and then move forward with
the selection of a Warehouse Management System (WMS). This is typically done
because the WMS is not the longest lead-time item when implementing a new
facility and all the system requirements are known before the selection.
However, based on the concerns about the length of time to install the WMS,
Tompkins recommends that the effort focusing on the WMS run in parallel to the
Distribution Center Design. The final selection of the WMS should be
accomplished upon completion of the operations design.


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         The design will focus on optimizing the operations, layouts, methods,
storage and picking technologies, and information flow. The design will address
not only today's requirements, but also future requirements based on business
plans and growth projections. Likewise, the WMS "Rapid Selection" should take
these same factors into consideration and will utilize information from the
design process as it becomes available. It is anticipated that 70% of the WMS
requirements will be known within the first few weeks of the project. This
should be sufficient to get the WMS process started.

APPROACH PHASE Ia: OPERATIONS PLANNING

         Step 1:  ESTABLISH HOME INTERIORS' OBJECTIVES AND PRIORITIES. Interact
                  with key staff to establish the objectives and priorities for
                  the development of the plan. Quantify these objectives and
                  priorities for use as a guide in alternative generation and to
                  apply as the criteria for the qualitative analysis.

         Step 2:  ANALYZE OPERATIONS. Tour and observe the current distribution
                  operations in detail. Interview key staff and management on
                  current operations, problems, performance, etc. Obtain
                  performance metrics and other information to allow analysis of
                  shortcomings and improvement opportunities in the existing
                  design.

         Step 3:  ESTABLISH DATABASE. Obtain information on product group
                  requirements, storage requirements, throughput requirements,
                  receiving and shipping requirements, labor and equipment
                  requirements, facility requirements, operating cost and
                  miscellaneous information.

         Step 4:  ANALYZE DATABASE. Manipulate and analyze the database to
                  determine profiles for growth, orders, SKUs, customers,
                  inventory, etc. Develop baseline (1999) profiles and the
                  future profiles based on assumptions, trends, customer demands
                  and business requirements.


<PAGE>   12
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                            Distribution Center Design & Implementation - Page 4
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         Step 5:  IDENTIFY AND DOCUMENT ALTERNATIVE OPERATIONAL STRATEGIC MASTER
                  PLANS. Given the analysis performed in Steps 2 and 4,
                  alternative material handling, storage, and operational
                  systems will be considered. The methods of receiving,
                  crossdocking, checking, putaway, storing, inventory control,
                  replenishing, picking, packaging, and shipping will all be
                  questioned. The utmost use of best practices along with
                  creativity, innovation, and practicality will be pursued.

         Step 6:  EVALUATE ALTERNATIVE STRATEGIC MASTER PLANS. Define the
                  investment, installation, and operating costs for each
                  alternative plan. Perform an after-tax economic analysis of
                  each alternative plan. Select the best plan based on the
                  overall economic and qualitative evaluations. Qualitative
                  factors considered will be items such as flexibility,
                  expandability, safety, security, integration, quality,
                  accuracy, order cycle speed, ease of implementation, and
                  others. The project team will determine these factors.

         Step 7:  SPECIFY THE PLAN. The selected plan must clearly illustrate
                  the building layout, material handling systems, storage
                  systems, and material control systems. The result of this step
                  is a briefing report and an oral presentation. This step,
                  along with weekly team meetings will allow Home Interiors &
                  Gifts, Inc. to totally understand the plan.


DELIVERABLES PHASE Ia: OPERATIONS PLANNING

     1.   Update meetings during which the Home Interiors/Tompkins team will
          discuss the following:

          a.   The data collected and an analysis of the data

          b.   Any assumptions being made

          c.   All alternatives under consideration

          d.   The economic and qualitative evaluation of alternatives

          e.   Alternative layouts

     2.   Recommended order-picking methods that optimize space utilization and
          maximize labor productivity, minimize order cycles, and optimize
          customer service issues such as accuracy, fill rate, etc.

     3.   An economic and qualitative analysis of all viable material handling,
          storage, and order fulfillment alternatives and documentation of why
          the recommended strategy should be pursued.

     4.   An analysis of the material flow to determine a strategy for the most
          efficient


<PAGE>   13
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                            Distribution Center Design & Implementation - Page 5
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          and cost-effective operation and layout. This plan will document the
          space, equipment and labor needed to implement the plan.

     5.   Recommendation of product slotting by generic product group and by
          classifications such as product line, popularity, similarity, size,
          characteristics, and space utilization.

     6.   A description of operations for all operations such as receiving,
          crossdocking, putaway, storing, picking, packing, and shipping.

     7.   Employee staffing plan required to support the recommendations along
          with a list of job classifications needed to run the facility.

     8.   AutoCAD drawings of the recommended layout, showing all main
          operational areas and support areas such as dock areas, forklift
          charging, and offices.

     9.   The dollar amounts and timing of all the capital requirements for the
          plan (equipment, systems, building, land, etc.)

     10.  A briefing report and oral presentation of the above deliverables.

PHASE Ib:  WMS SELECTION

APPROACH PHASE Ib:

1.   IDENTIFY MISSION-CRITICAL FUNCTIONALITY: Through detailed reviews of
     existing operations, the design process and system requirements the project
     team will identify all current functionality and future mission critical
     functionality that are a requirements for Home Interiors & Gifts, Inc.

2.   DEVELOP A RFP: Create a document that puts the mission critical
     functionality into a bid solicitation document. Include terms, conditions,
     bid directions, etc. In order to allow an "apples to apples" evaluation of
     vendor responses.

3.   CREATE A SCRIPTED DEMO: Using Home Interiors information and
     mission-critical functionality, a scripted demo will be created. This demo
     will be used to allow the WMS vendors to demonstrate that their systems are
     capable of meeting Home Interiors' requirements.

4.   DEVELOP WMS EVALUATION CRITERIA: The evaluation criteria will be developed
     by the cross-functional team. The evaluation criteria will be weighed by
     area of importance.

5.   SOLICIT BIDS FROM WMS PROVIDERS: Invite WMS vendors to participate in the
     solicitation. During the bidding process the vendors will tour the
     facilities, understand the mission-critical functionality, perform the
     scripted demo and provide a proposal.


<PAGE>   14
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                            Distribution Center Design & Implementation - Page 6
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6.   INTERACT WITH WMS VENDORS DURING BID PROCESS: Answer vendor questions and
     provide information to vendors during bid process to assure complete
     understanding of the WMS requirements. Field vendor suggestions and
     evaluate the merits of the vendor suggestions. Conduct scripted demo review
     with WMS vendors and qualify vendors' capabilities to meet mission-critical
     functionality.

7.   ARRANGE WMS SITE VISITS: Make arrangements and attend vendor site visits
     (if the project team determines this beneficial to helping them make a
     decision). During this process a series of questions will be asked to
     gather evaluation information.

8.   EVALUATE WMS BIDS AND SELECT VENDOR: Based on the Economic and Qualitative
     criteria, evaluate vendor proposals and recommend a vendor.

DELIVERABLES PHASE Ib:

     1.   A detailed description of the current and future operational
          requirements of the facility.

     2.   Description of Mission-Critical Functionality based on existing
          methods and the facility design project requirements.

     3.   A review of the selection process performed to date and determination
          of changes that should be made to the vendors on the short list.

     4.   A RFP containing the functional requirements and the terms and
          conditions for contracting the vendor.

     5.   WMS site visits for each supplier to a similar install if desired by
          the team.

     6.   Develop and conduct a Scripted Demo to determine the ease with which
          the short listed system suppliers execute the mission critical
          functionality.

     7.   Economic and Qualitative evaluation of vendors' proposals.

     8.   A written report and oral presentation of the above seven
          deliverables.

PHASE II:  DETAIL PLANNING

     The detail planning process is made up of two sub-phases: Phase IIa:
Equipment and Facility, Phase IIb: WMS. The approach for this Phase follows the
Phase II methodology. The deliverables of each sub-phase is as follows:


<PAGE>   15
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                            Distribution Center Design & Implementation - Page 7
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DELIVERABLES PHASE IIa:  EQUIPMENT AND FACILITY

     1.   Functional bid specifications for all material handling and storage
          equipment.

     2.   Conduct in-depth interviews of references supplied by vendors.

     3.   Organize vendor presentations and site visits if applicable to similar
          operations for vendors on short list.

     4.   Approve and conduct on-site equipment demonstrations where
          appropriate.

     5.   A qualitative and quantitative evaluation of vendor bids.

     6.   Selection of vendors for all required equipment.

     7.   A detailed layout of the new facility.

     8.   Slot the products that require storage and picking slots in the new
          facility.

     9.   A Phase III implementation schedule.

DELIVERABLES PHASE IIb: WMS

     1.   Negotiate final contract with WMS vendor.

     2.   Work with selected WMS vendor to perform a detailed Conference Room
          Pilot (CRP). The CRP will demonstrate the ability of the WMS to "go
          live".

PHASE III:  IMPLEMENTATION

The following are some the deliverables for Phase III. Tompkins will further
define these deliverables during Phase II.

     1.   Establish Operating Procedures for the new facility.

     2.   Oversee Installation of equipment, systems and facility.

     3.   Plan for move from current facilities to new facility.

     4.   Train Personnel on new equipment and systems procedures.

     5.   Verify Installation of equipment, systems and facility design.


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     6.   Conduct Acceptance Test for equipment and systems.

     7.   Start-up, Debug and Audit systems and equipment.

2.0  PROJECT SCHEDULE

The project schedule for Phases Ia and Ib is as follows:

<TABLE>
<CAPTION>
                                            WK
          TASK                               1      2      3     4      5     6      7     8      9     10
                                            ---    ---    ---   ---    ---   ---    ---   ---    ---   ----
<S>                                        <C>    <C>    <C>    <C>    <C>   <C>    <C>   <C>    <C>    <C>
Review Operation and Collect Data            X      X
Analyze Data                                        X      X     X
Define Alternatives                                              X      X
Analyze Alternatives                                                    X     X      X     X
Layout Distribution Center                                                                 X      X
Specify Strategic Plan                                                                            X      X
Develop Functional Specs                                   X     X
Establish Bidders List                                           X      X
Release Functional Specs                                                X
Develop and Release Scripted Demo                                       X     X
Interact With Vendors                                                         X      X     X      X
Evaluate and Select vendor                                                                        X      X
</TABLE>


The Phase II schedule will be detailed during Phase I.

3.0  PROJECT LOGISTICS

Tompkins is very comfortable pursuing the project as presented in this document.
In fact, Tompkins has completed many similar projects. We look forward to
working with Home Interiors & Gifts, Inc. on this project as outlined.

         3.1 STAFFING

         The Tompkins Project Team will have the following structure:
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<TABLE>
<S>                                <C>
---------------------------------- --------------------------------------------------------------------
QUALITY ASSURANCE                  Responsible for assuring the quality of the project and providing
10% OF WORKING TIME                input to project direction.
MIKE FUTCH
---------------------------------- --------------------------------------------------------------------
PROJECT DIRECTOR                   Responsible for establishing project direction and monitoring
30% OF WORKING TIME                project progress.
JIMMY BENEFIELD
---------------------------------- --------------------------------------------------------------------
PROJECT MANAGER                    Responsible for on-site project management and the primary point
100% OF WORKING TIME               of contact with Home Interiors & Gifts, Inc..

---------------------------------- --------------------------------------------------------------------
PROJECT CONSULTANT(S)              Two Tompkins' project consultant(s) will be assigned full time to
100% OF WORKING TIME               this project and are responsible for the work designated by the
                                   Project Manager.

---------------------------------- --------------------------------------------------------------------
ASSOCIATE CONSULTANT               Responsible for CAD, data analysis and project schedule
100% OF WORKING TIME               coordination to support the consultants.
---------------------------------- --------------------------------------------------------------------
CUSTOMER  RELATIONS                Responsible for ensuring a productive relationship between Home
COORDINATOR                        Interiors & Gifts, Inc. and Tompkins throughout the project and
                                   beyond.
---------------------------------- --------------------------------------------------------------------
</TABLE>

         3.2 PRICING

         The duration of the total Tompkins effort is estimated at 19 weeks. The
cost for Tompkins to perform all of the Phase I and II activities outlined in
this report is $520,000 plus expenses.

    o        Phase I - Duration is estimated at 9-11 weeks

    o        Phase II - Duration is estimated at 8-10 weeks

    o        Phase III - Proposal and cost will be presented at the end of
             phase II.

         Table 1.0 below summarizes the cost (excluding expenses) by phase with
the corresponding duration in weeks, which will be paid in accordance with Table
2.0 below.. Travel expenses will be invoiced to Home Interiors & Gifts, Inc. at
cost.



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                      TABLE 1.0 - PHASE I DURATION AND COST

<TABLE>
<CAPTION>
                 PROJECT PHASE                          DURATION              PROJECT COST
       --------------------------------               ------------            ------------
<S>                                               <C>                       <C>
                   PHASE I:
       DISTRIBUTION CENTER REQUIREMENTS               9 - 11 weeks              $274,000
                                                      ------------              --------
                   PHASE II:
                DETAIL PLANNING                       8 - 10 weeks              $246,000
                                                      ------------              --------
</TABLE>


                           TABLE 2.0 PAYMENT SCHEDULE


<TABLE>
<CAPTION>
        WEEKS AFTER INITIATION                         AMOUNT
        ----------------------                         ------
<S>                                                   <C>
                   0                                  $100,000
                   2                                  $ 46,000
                   4                                  $ 46,000
                   6                                  $ 46,000
                   8                                  $ 46,000
                  10                                  $ 46,000
                  12                                  $ 46,000
                  14                                  $ 46,000
                  16                                  $ 46,000
            Upon Completion                           $ 52,000
                                                      --------
                 TOTAL                                $520,000
</TABLE>

         The cost of this project is based on the following assumptions:

         1.   Home Interiors & Gifts, Inc. provides Tompkins personnel with
              office space and business telephone services while on site.

         2.   Home Interiors & Gifts, Inc. concurs with the payment schedule
              presented in Table 2.0. Home Interiors & Gifts, Inc. agrees to
              pay all charges not in dispute within 30 days of receipt of
              Tompkins' invoice. Any charges held to be in dispute shall be
              called to Tompkins' attention within 10 days of receipt of
              Tompkins' invoice and Home Interiors & Gifts, Inc. and Tompkins
              shall work together in good faith to resolve their differences.

         3.   Home Interiors & Gifts, Inc. provides input data for planning
              database no later than two weeks after project start date.

         4.   The total fixed-cost and project schedule are applicable for the
              project scope, steps, and deliverables presented herein. If Home
              Interiors & Gifts, Inc. directs or causes a change in the project
              scope, steps, deliverables, or schedule, Tompkins shall present a
              written change order. Within one week of Tompkins submitting a
              change order, Home Interiors & Gifts, Inc. shall either approve
              or disapprove the change order. If Home Interiors & Gifts, Inc.
              approves the change order or if no response is received within
              one week, Tompkins shall



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              submit and adhere to a revised invoice schedule. If Home Interiors
              & Gifts, Inc. disapproves the change order, all work shall cease
              until an agreement on the change order is reached.