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                                                                 EXHIBIT 10.15.2


                                    AMENDMENT
                                       TO
                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this "Amendment") is made and entered into as of November 15, 2002, to be
effective as of November 1, 2002, by and between Home Interiors & Gifts, Inc., a
Texas corporation (the "Company"), and Kenneth J. Cichocki (the "Executive").

         WHEREAS, the Company and the Executive previously entered into the
Second Amended and Restated Employment Agreement dated as of January 3, 2002 to
be effective as of November 1, 2001 (the "Employment Agreement"); and

         WHEREAS, each of the Company and the Executive desires to amend the
Employment Agreement in certain respects.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.  Amendments.

                  (a) Section 1 of the Employment Agreement is hereby amended
         and restated in its entirety as follows:

                           "1. Employment Period. Subject to Section 3 hereof,
         the Company hereby agrees to employ the Executive, and the Executive
         hereby agrees to be employed by the Company, in accordance with the
         terms and provisions of this Agreement, for the period commencing as of
         the date of this Agreement and continuing until January 1, 2004;
         provided, however, that such Employment Period shall be extended for
         successive terms of one (1) year each unless either party advises the
         other, at least one hundred twenty (120) days prior to the end of the
         initial term or annual extension, as the case may be, that it will not
         agree to extend this Agreement (the "Employment Period")."

                  (b) Section 2(b)(i) of the Employment Agreement is hereby and
         restated in its entirety as follows:

                           "(i) Base Salary. During the Employment Period, the
         Executive shall receive, at such intervals and in accordance with such
         Company policies as may be in effect from time to time, an annual
         salary (pro rata for any partial year) equal to $300,000, payable in
         equal installments no less often than monthly (the "Annual Base
         Salary"), which Annual Base Salary shall be subject to appropriate
         increase, as determined by the sole discretion of the Board of
         Directors of the Company."

         2.  Certain Definitions.  Capitalized terms used without definition in
this Amendment have the meanings set forth in the Employment Agreement.



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         3.  Counterparts.  This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
will constitute one and the same instrument.

         4.  Effect; Governing Law. Except as specifically amended by this
Amendment, the Employment Agreement shall remain in full force and effect. This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their successors and permitted assigns. This Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
(without regard to the conflicts-of-law principles thereof).


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.


                                             HOME INTERIORS & GIFTS, INC.



                                             By:  /s/  Donald J. Carter, Jr.
                                               --------------------------------
                                                  Donald J. Carter, Jr.
                                                  Chief Executive Officer



                                                  /s/  Kenneth J. Cichocki
                                               --------------------------------
                                                  Kenneth J. Cichocki