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                                                                  EXHIBIT 10.7.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of December 26, 2001, between Home Interiors & Gifts, Inc., a
Texas corporation (together with its successors, the "Company"), and Christina
L. Carter Urschel ("Employee"), and amends and restates that certain Executive
Employment Agreement dated as of June 4, 1998 (the "Original Agreement"),
between the Company and Employee, pursuant to which Employee serves as President
of the Company.

         WHEREAS, the Company and Employee desire that Executive continue to
serve the Company in the capacities more particularly described below.

         NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises contained herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. Definitions.

                  "Accrued Benefits" means (i) all salary earned or accrued
         through the date the Employee's employment is terminated; (ii)
         reimbursement for any and all monies advanced in connection with the
         Employee's employment for reasonable expenses incurred by the Employee
         in accordance with Section 4(c) through the date the Employee's
         employment is terminated and (iii) all other payments and benefits to
         which the Employee or the Employee's family or other beneficiaries may
         be entitled under the terms of any applicable compensation arrangement,
         benefit plan, program or policy of the Company, including any
         compensation previously deferred by the Employee (together with any
         accrued earnings thereon) and not yet paid by the Company and any
         earned and accrued, but unused vacation pay, in each case through the
         Date of Termination.

                  "Act" shall mean the Securities Exchange Act of 1934, as
         amended.

                  "Affiliate" shall have the meaning given such term in Rule
         12b-2 of the Act.

                  "Base Salary" has the meaning set forth in Section 4(a).

                  "Board" shall mean the board of directors of the Company.

                  "Cause" shall mean (i) the Employee's conviction of any
         felony, unless the Board reasonably determines that the Employee's
         conviction of such felony does not materially affect the Employee's
         business reputation or significantly impair the Employee's ability to
         carry out her duties under this Agreement (provided the Board shall
         have no obligation to make such determination); (ii) the Employee's
         willful and material breach of her obligations under this Agreement, or
         (iii) the Employee's dishonesty or gross misconduct in connection with
         her employment hereunder which results in material damage to the
         Company's business. Notwithstanding the above, the occurrence of the
         event specified in clause (ii) above shall not constitute Cause unless
         the Employee fails to cure such event within ten (10) days after
         receipt from the Company of the Notice of Termination (as defined in
         Section 5(e) below).

                  "Change of Control" shall mean the first to occur of the
         following events: (1) the Company is acquired or becomes controlled by
         any Person or group of Persons, other than by any member of the HMC
         Group (as hereinafter defined); (2) Hicks, Muse, Tate & Furst
         Incorporated


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         or any of its Affiliates, including without limitation HM/RB Partners,
         L.P., a Delaware limited partnership, or its or their respective
         partners, employees, officers and directors (and members of their
         respective families and trusts for the primary benefit of such family
         members) (collectively, the "HMC Group") shall cease to have the power,
         directly or indirectly, to vote or direct the voting of securities
         having a majority of the ordinary voting power for the election of
         directors of the Company; or (3) the shareholders of the Company
         approve a complete liquidation or dissolution of the Company; provided
         that the occurrence of an event described in (1) or (2) above shall not
         be deemed a Change of Control if (a) prior to the consummation of an
         Initial Public Offering (i) the HMC Group otherwise has the right,
         directly or indirectly, to designate (and does so designate) a majority
         of the Board or (ii) the HMC Group, together with members of management
         of the Company, directly or indirectly, own of record and beneficially
         an amount of common stock of the Company equal to at least fifty
         percent (50%) of the amount of common stock of the Company (adjusted
         for stock splits, stock dividends and other similar events on an
         equitable basis) directly or indirectly owned by the HMC Group,
         together with management of the Company, of record and beneficially as
         of the date of this Agreement and such ownership by the HMC Group,
         together with members of management of the Company, represents the
         largest single block of voting securities of the Company held by any
         Person or group of Persons (within the meaning of Section 13(d) of the
         Act), or (b) after the consummation of an Initial Public Offering, and
         for any reason whatever, (i) no Person or group of Persons, excluding
         the HMC Group, shall become the beneficial owner, directly or
         indirectly, of more than the greater of (x) fifteen percent (15%) of
         the voting shares of the Company then outstanding and (y) the
         percentage of the then outstanding voting stock of the Company directly
         or indirectly owned by the HMC Group, together with members of
         management of the Company; and (ii) the Board shall consist of a
         majority of Continuing Directors. For the purposes of this definition,
         the term "the Company" shall include any successor to the Company.

                  "Continuing Directors" shall mean the directors of the Company
         on the date of this Agreement and each director appointed subsequent to
         the date of this Agreement, if, in each case, such other director's
         nomination for election to the Board, as applicable, is recommended by
         a majority of the directors at the time of such election or such
         director receives the vote of the HMC Group in his or her election by
         the shareholders.

                  "Control" (including the correlative terms "Controlled by" and
         "Controlling") shall mean the possession, directly or indirectly, of
         the power to direct, or to cause the direction of, the management and
         policies of a Person, whether through ownership of voting securities,
         by contract or otherwise.

                  "Employment Date" has the meaning set forth in Section 2.

                  "Employment Period" shall mean the period during which the
         Employee is employed by the Company.

                  "Good Reason" shall mean (i) any material breach by the
         Company of this Agreement, the Option Agreement, or the Shareholders
         Agreement (for so long as Employee is subject thereto) or the failure
         of the Employee to be a director of the Company for any reason (other
         than death, Permanent Disability, voluntary resignation or termination
         of employment for Cause); and (ii) a change, without the Employee's
         written consent, in the specified tasks Employee is to perform
         hereunder or of more than twenty-five (25) miles in the office or
         location where the Employee is based. Notwithstanding the above, the
         occurrence of any of the events described above will not constitute
         Good Reason unless the Company fails to cure any such event within




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         ten (10) days after receipt from the Employee of the Notice of
         Termination (as defined in Section 5(e) below).

                  "Permanent Disability" shall mean the inability of the
         Employee to discharge her duties hereunder for a period of six (6)
         consecutive months, or for a total of six (6) months in any twelve (12)
         month period, by reason of physical or mental illness, injury or
         incapacity.

                  "Person" shall mean any "person," within the meaning of
         Sections 13(d) and 14(d) of the Act, including a "group" as therein
         defined.

                  "Shareholders Agreement" shall mean that certain Shareholders
         Agreement, dated as of June 4, 1998, among the Company and the
         securityholders of the Company listed on the signature pages thereof.

                  "Subsidiary" shall mean, with respect to any Person, any other
         Person of which such first Person owns the majority of the economic
         interest in such Person or owns or has the power to vote, directly or
         indirectly, securities representing a majority of the votes ordinarily
         entitled to be cast for the election of directors or other governing
         Persons.

         2. Term of Employment. Unless earlier terminated in accordance with the
terms of this Agreement, the Employment Period shall commence on the date hereof
(the "Employment Date") and shall end on first anniversary of the Employment
Date; provided, however, that such Employment Period shall be extended for
successive terms of one (1) year each unless either party advises the other in
good faith, at least 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.

         3. Duties. During the Employment Period, the Employee (i) shall serve
as Vice Chairman of the Board and as National Spokesperson for the Company; (ii)
shall report directly to the Chief Executive Officer of the Company; (iii) shall
provide consulting services to the Chief Executive Officer of the Company as
Employee and the Chief Executive Officer may reasonably agree from time to time
(which agreement may include additional compensation to Employee); (iv) shall
participate in each of the following (A) the Company's annual Seminar, (B) the
Company's annual Director's Conference, and (C) the Company's annual Upper Level
Director's Fall Retreat; (v) shall participate in the development of the
Pocketful of Hope Charities; and (vi) shall devote reasonable time to perform
faithfully and efficiently the responsibilities assigned to Employee hereunder.

         4. Compensation. During the Employment Period, the Employee shall be
compensated as follows:

                  (a) the Employee shall receive an annual salary (pro rata for
         any partial year) equal to $100,000 (the "Base Salary"), which Base
         Salary shall be payable in equal monthly installments and shall be
         subject to appropriate increase, as determined by the sole discretion
         of the Board;

                  (b) the Employee shall be entitled a bonus, in such amount, if
         any, as may be determined by the Board in its sole discretion;

                  (c) the Employee shall be reimbursed, at such intervals and in
         accordance with such Company policies regarding proper documentation as
         may be in effect from time to time, for any and all reasonable business
         expenses incurred by her in the business interests of the Company,
         including but not limited to travel and wardrobe expenses;



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                  (d) the Employee shall be entitled to participate in all
         incentive, savings, retirement and death benefit plans, practices,
         policies and programs on a basis no less favorable than that basis
         available to senior executives of the Company as determined by the
         Board from time to time; provided, however, that in no event shall the
         Employee be entitled to participate in the Executive Bonus Plan;

                  (e) the Employee and/or the Employee's family, as the case may
         be, shall be eligible for participation in and shall receive all
         benefits under welfare benefit plans, practices, policies and programs
         generally provided by the Company to senior executives of the Company
         (including, without limitation, medical, prescription, dental,
         disability, salary continuance, employee life, group life, accidental
         death and travel accident insurance plans and programs), in each case
         at the most favorable level of participation and providing the highest
         levels of benefits available to them; and

                  (f) the Employee shall be entitled to receive (in addition to
         the benefits described above) such perquisites and fringe benefits
         appertaining to Employee's position in accordance with any practice
         established by the Board, including without limitation, air travel
         arrangements consistent with the policies and practices in effect
         during the one (1) year prior to the date of this Agreement.

         5. Termination of Employment.

                  (a) Permanent Disability. The Company may terminate the
         Employee's employment because of a Permanent Disability by first giving
         Employee written notice of the Company's intention to terminate such
         employment.

                  (b) Voluntary Termination by Employee. Notwithstanding
         anything in this Agreement to the contrary the Employee may, upon not
         less than thirty (30) days written notice to the Company, voluntarily
         terminate employment for any reason (provided that any termination by
         the Employee pursuant to Section 5(d) on account of Good Reason shall
         not be treated as a voluntary termination under this Section 5(b)).

                  (c) Termination by the Company. The Company at any time may
         terminate the Employee's employment for Cause or without Cause.

                  (d) Good Reason. The Employee at any time may terminate her
         employment for Good Reason.

                  (e) Notice of Termination. Any termination by the Company for
         Cause or by the Employee for Good Reason shall be communicated by a
         Notice of Termination to the other party hereto given in accordance
         with Section 17. For purposes of this Agreement, a "Notice of
         Termination" means a written notice given, in the case of a termination
         for Cause, within one hundred eighty (180) days of the Company's having
         actual knowledge of the events giving rise to such termination, and in
         the case of a termination for Good Reason, within one hundred eighty
         (180) days of the Employee's having actual knowledge of the events
         giving rise to such termination. The Notice of Termination shall: (i)
         indicate the specific termination provision in this Agreement relied
         upon; (ii) set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of the Employee's employment
         under the provision so indicated; and (iii) if the termination date is
         other than the date of receipt of such notice, specify the termination
         date of this Agreement (which date shall be no more than fifteen (15)
         days after the giving of such notice). The failure by the Employee or
         the Company to set forth in the Notice




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         of Termination any fact or circumstance which contributes to a showing
         of Good Reason or Cause, as applicable, shall not waive any right of
         the Employee hereunder or preclude the Employee from asserting such
         fact or circumstance in enforcing her rights hereunder. In addition, in
         the event the Company determines to terminate the Employee's employment
         without Cause, the Company shall deliver to the Employee written
         notification thereof on a date not later than the Date of Termination.

                  (f) Date of Termination. For the purpose of this Agreement,
         the term "Date of Termination" means: (i) in the case of a termination
         for which a Notice of Termination is required, the date of receipt of
         such Notice of Termination or, if later, the date specified therein, as
         the case may be; and (ii) in all other cases, the actual date on which
         the Employee's employment terminates.

         6. Obligations of the Company Upon Termination. Upon termination of the
Employee's employment with the Company, the Company shall have the following
obligations:

                  (a) Death. If the Employee's employment is terminated by
         reason of the Employee's death, all Accrued Expenses shall be paid to
         the Employee, her beneficiaries, or her estate, as applicable, in a
         lump sum in cash within thirty (30) days after the Date of Termination.
         In addition, the Employee's family shall be entitled to receive
         benefits generally available to the surviving families of senior
         executives of the Company.

                  (b) Permanent Disability. If the Employee's employment is
         terminated by reason of the Employee's Permanent Disability, the
         Employee, and the Employee's spouse, shall be entitled to continue to
         participate in or be covered under the Company's health and life
         insurance benefit plans generally applicable to senior executives of
         the Company or, at the Company's option, to receive equivalent benefits
         by alternate means, at least equal to such health and life insurance
         benefits. Unless otherwise directed by the Employee, the Employee shall
         also be paid all Accrued Benefits in a lump sum in cash within thirty
         (30) days after the Date of Termination. In addition, the Executive
         shall receive severance pay from the Company in an amount equal to one
         hundred percent (100%) of the total Base Salary and Annual Bonus, if
         any, received by the Executive with respect to the fiscal year
         immediately prior to the fiscal year in which such Date of Termination
         occurs; provided, however, that the Company shall not be obligated to
         make such severance payment to the extent that such severance payment
         reduces the disability benefits to which the Executive is entitled from
         an insurer by an equal or greater amount. Such severance payment is to
         be made within thirty (30) days after the Date of Termination.

                  (c) Termination by the Company for Cause and Voluntary
         Termination by Employee. If the Employee's employment is terminated for
         Cause or voluntarily terminated by the Employee (other than for Good
         Reason), the Company shall pay the Employee the Accrued Benefits in a
         lump sum in cash within thirty (30) days after the Date of Termination.

                  (d) Other Termination of Employment. If the Company terminates
         the Employee's employment other than for Cause or Permanent Disability,
         or the Employee terminates her employment for Good Reason, the Company
         shall pay or provide the Employee the following:

                           (A) Cash Payment. The Company shall pay to the
                  Employee (i) a lump sum in cash within 30 days after the Date
                  of Termination an amount equal to all Accrued Benefits, (ii)
                  an amount equal to the unpaid portion of Employee's Base
                  Salary through the end of the current calendar year payable in
                  accordance with the Company's customary payroll practices,
                  plus (iii) a severance payment in an amount equal to one
                  hundred




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                  percent (100%) of the total Base Salary and Annual Bonus, if
                  any, received by the Executive with respect to the fiscal year
                  immediately prior to the fiscal year in which such Date of
                  Termination occurs; and

                           (B) Other Benefits Continuation. The Company shall
                  provide for the continued participation of the Employee, and
                  her spouse, as the case may be, until June 4, 2003, in the
                  Company's health and life insurance benefit plans generally
                  applicable to senior executives of the Company. In lieu of
                  continued participation in any such medical and life insurance
                  programs, the Employee may elect by written notice delivered
                  to the Company prior to the Date of Termination to receive an
                  amount equal to the annual cost to the Company (based on
                  premium rates) of providing such coverage.

                  (e) Any amounts payable to the Employee pursuant to this
         Section 6 shall be considered severance payments and be in full and
         complete satisfaction of the obligations of the Company to the Employee
         in connection with the termination of the Employee.

         7. Applicability of Section 280G of the Code.

                  (a) Limitation on Severance Pay and Other Benefits. The
         provisions of this Section 7 are restated from the Original Agreement
         for which approval was received by a separate vote of the Company's
         shareholders in accordance with Section 7(g) of the Original Agreement.

                  (b) Tax Reimbursement Payment. If the amount or benefit paid
         or distributed to the Executive by the Company or any Person that is an
         Affiliate of the Company, whether pursuant to this Agreement or
         otherwise with respect to employment by the Company after the
         Employment Date (collectively, the "Covered Payments"), is or becomes
         subject to the tax imposed under Section 4999 of the Code or any
         similar tax that may hereafter be imposed (the "Excise Tax") and if
         this Agreement has been approved by a separate vote of the Company's
         shareholders in accordance with Section 7(g) below, the Company shall
         pay to the Executive, at the time specified in Section 7(f) below, the
         Tax Reimbursement Payment (as defined below). The Tax Reimbursement
         Payment is defined as an amount, which when added to the Covered
         Payments and reduced by any Excise Tax on the Covered Payments and any
         federal, state and local income tax and Excise Tax on the Tax
         Reimbursement Payment provided for by this Agreement (but without
         reduction for any federal, state and local income or employment tax on
         such Covered Payments), shall be equal to the sum of (i) the amount of
         the Covered Payments; and (ii) an amount equal to the product of any
         otherwise permitted deductions disallowed for federal, state or local
         income tax purposes as a result of the inclusion of the Tax
         Reimbursement Payment in the Executive's adjusted gross income and the
         applicable marginal rate of federal, state or local income taxation if
         the Tax Reimbursement Payment had not been made, respectively, for the
         calendar year in which the Tax Reimbursement Payment is to be made.

                  (c) Determining Excise Tax. For purposes of determining
         whether any of the Covered Payments will be subject to the Excise Tax
         and the amount of such Excise Tax,

                           (i) such Covered Payments will be treated as
                  "parachute payments" within the meaning of Section 280G of the
                  Code, and all "parachute payments" in excess of the "base
                  amount" (as defined under Section 280G(b)(3) of the Code)
                  shall be treated as subject to the Excise Tax, to the extent
                  so determined in the opinion of the Company's independent
                  certified public accountants (the "Accountants"); and



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                           (ii) the value of any non-cash benefits or any
                  deferred payment or benefit shall be determined by the
                  Accountants in accordance with the principles of Section 280G
                  of the Code.

                  (d) Applicable Tax Rates and Deductions. For purposes of
         determining the amount of the Tax Reimbursement Payment, the Executive
         shall be deemed:

                           (i) to pay federal income taxes at the highest
                  applicable marginal rate of federal income taxation for the
                  calendar year in which the Tax Reimbursement Payment is to be
                  made, except in connection with the determination of the Tax
                  Reimbursement Payment attributable to a disallowed deduction
                  under clause (ii) of the definition of Tax Reimbursement
                  Payment; and

                           (ii) to pay any applicable state and local income
                  taxes at the highest applicable marginal rate of taxation for
                  the calendar in which the Tax Reimbursement Payment is to be
                  made, net of the maximum reduction in federal income taxes
                  which could be obtained from the deduction of such state or
                  local taxes if paid in such year (determined without regard to
                  limitations on deductions based upon the amount of the
                  Executive's adjusted gross income).

                  (e) Subsequent Events. In the event that the Excise Tax is
         subsequently determined by the Accountants or the Internal Revenue
         Service to be less than the amount taken into account hereunder in
         calculating the Tax Reimbursement Payment made, the Executive shall
         repay to the Company, at the time that the amount of such reduction in
         the Excise Tax is finally determined, the portion of such prior Tax
         Reimbursement Payment that has been paid to the Executive or to
         federal, state or local tax authorities on the Executive's behalf and
         that would not have been paid if such Excise Tax had been applied in
         initially calculating such Tax Reimbursement Payment, plus interest on
         the amount of such repayment at the rate provided in Section
         1274(b)(2)(B) of the Code. Notwithstanding the foregoing provisions of
         this Section 7(e), in the event any portion of the Tax Reimbursement
         Payment to be refunded to the Company has been paid to any federal,
         state or local tax authority, repayment thereof shall not be required
         until actual refund or credit of such portion has been made to the
         Executive, and interest payable to the Company shall not exceed
         interest received or credited to the Executive by such tax authority
         for the period it held such portion. The Executive and the Company
         shall mutually agree upon the course of action to be pursued (and the
         method of allocating the expenses thereof) if the Executive's good
         faith claim for refund or credit is denied.

                  In the event that the Excise Tax is later determined by the
         Accountants to exceed the amount taken into account hereunder at the
         time the Tax Reimbursement Payment is made (including, but not limited
         to, by reason of any payment the existence or amount of which cannot be
         determined at the time of the Tax Reimbursement Payment in respect
         thereof) the Company shall make an additional Tax Reimbursement Payment
         of such excess (which Tax Reimbursement Payment shall include any
         interest or penalty payable with respect to such excess) at the time
         that the amount of such excess is finally determined.

                  The Company and the Executive each agrees to reasonably
         cooperate in good faith in the event of any reduction in payments or
         benefits pursuant to Section 7(a) or any Tax Reimbursement Payment
         pursuant to Section 7(b) to minimize the amount of such reduction or
         Tax Reimbursement Payment and to take such other actions under this
         Section 7 as may be necessary or required.



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                  (f) Date of Payment. The portion of the Tax Reimbursement
         Payment attributable to a Covered Payment shall be paid to the
         Executive within ten (10) business days following the payment of the
         Covered Payment. If the amount of such Tax Reimbursement Payment (or
         portion thereof) is due, the Company shall pay to the Executive, an
         amount estimated in good faith by the Accountants to be the minimum
         amount of such Tax Reimbursement Payment and shall pay the remainder of
         such Tax Reimbursement Payment (which Tax Reimbursement Payment shall
         include interest at the rate provided in Section 1274(b)(2)(B) of the
         Code) as soon as the amount thereof can be determined, but in no event
         later than forty-five (45) calendar days after payment of the related
         Covered Payment. In the event that the amount of the estimated Tax
         Reimbursement Payment exceeds the amount subsequently determined to
         have been due, such excess shall be repaid or refunded pursuant to the
         provisions of Section 7(e) above.

         8. Non-Exclusivity of Rights. Nothing in this Agreement shall limit or
otherwise prejudice such rights as the Employee may have under any other
agreements with the Company, including, but not limited to stock option or
restricted stock agreements. Amounts which are vested benefits or which the
Employee is otherwise entitled to receive under any plan or program of the
Company at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program.

         9. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Employee or others whether by reason of the
subsequent employment of the Employee or otherwise. In no event shall the
Employee be obligated to seek other employment by way of mitigation of the
amounts payable to the Employee under any of the provisions of this Agreement.

         10. Legal Fees and Expenses. The Company shall pay or cause to be paid
any and all reasonable attorneys' fees and expenses incurred by Employee in
connection with the preparation and negotiation of this Agreement promptly
following receipt of an invoice therefor (together with reasonable supporting
documentation) from Employee.

         11. Confidentiality; Return of Records. During and following the
Employee's employment by the Company, the Employee shall use commercially
reasonable efforts to hold in confidence and not directly or indirectly disclose
any confidential information or proprietary data of the Company or any of its
Subsidiaries, except to the extent authorized by the Board or required by any
court or administrative agency or legal process, other than to an employee of or
contractor with the Company or any of its Subsidiaries, or a Person to whom the
Employee in good faith believes disclosure is reasonably necessary or
appropriate in connection with the performance by the Employee of her duties as
an executive of the Company. In determining whether such disclosure is required,
Employee will be entitled to rely on the written advice of counsel provided to
the Company. Confidential information shall not include any information known
generally to the public or in the industry in which Company is engaged. All
records, files, documents and materials, or copies thereof, relating to the
Company's or any of its Subsidiaries', business which the Employee shall
prepare, or use, or come into contact with, shall be and remain the sole
property of the Company or any of its Subsidiaries, as the case may be, and
shall be promptly returned by the Employee to the Company or such Subsidiary (as
applicable) upon termination of the Employee's employment with the Company. The
Employee hereby acknowledges and agrees that damages will not be an adequate
remedy for the Employee's breach of any of her covenants contained in this
Section 11, and further agrees that the Company shall be entitled to obtain
appropriate injunctive and/or other equitable relief for any such breach,
without the posting of any bond or other security.

         12. Successors. The Company may assign its rights under this Agreement
to any successor to all or substantially all the assets of the Company, by
merger or otherwise, and may assign or encumber




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this Agreement and its rights hereunder as security for indebtedness of the
Company. Any such assignment by the Company shall remain subject to the
Employee's rights under this Agreement, including without limitation, Section 5
and Section 6 hereof. The rights of the Employee under this Agreement may not be
assigned or encumbered by the Employee, voluntarily or involuntarily, during her
lifetime, and any such purported assignment shall be void ab initio. However,
all rights of the Employee under this Agreement shall inure to the benefit of
and be enforceable by the Employee's personal or legal representatives, estates,
executors, administrators, heirs and beneficiaries. All amounts payable to the
Employee hereunder shall be paid, in the event of the Employee's death, to the
Employee's estate, heirs or representatives.

         13. Third Parties. Except for the rights granted to the Company and its
Subsidiaries pursuant hereto (including, without limitation, pursuant to Section
10 hereof) and except as expressly set forth or referred to herein, nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any Person other than the parties hereto and their successors and permitted
assigns any rights or remedies under or by reason of this Agreement.

         14. Enforcement. The provisions of this Agreement shall be regarded as
divisible, and if any of said provisions or any part thereof is declared invalid
or unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.

         15. Amendment. This Agreement may not be amended or modified at any
time except by a written instrument approved by the Board, and executed by the
Company and the Employee; provided, however, that any attempted amendment or
modification without such approval and execution shall be null and void ab
initio and of no effect.

         16. Withholding. The Company shall be entitled to withhold from any
amounts to be paid to the Employee hereunder any federal, state, local, or
foreign withholding or other taxes or charges which it is from time to time
required to withhold. The Company shall be entitled to rely on an opinion of
counsel if any question as to the amount or requirement of any such withholding
shall arise.

         17. Governing Law. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to principles of conflicts of law of Texas or any
other jurisdiction.

         18. Notice. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received and, if mailed, shall be mailed
by United States registered or certified mail, return receipt requested,
addressee only, postage prepaid:

         If to the Company:

                  Home Interiors & Gifts, Inc.
                  1649 Frankford Road West
                  Carrollton, Texas 75007
                  Attention: Chief Executive Officer

         If to the Employee:

                  Christina L. Carter Urschel
                  4923 Brookview Drive
                  Dallas, Texas 75220




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<PAGE>

         or to such other address as the party to be notified shall have given
to the other in accordance with the notice provisions set forth in this Section
17.

         19. No Waiver. No waiver by either party at any time of any breach by
the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at any time.

         20. Headings. The headings contained herein are for reference only and
shall not affect the meaning or interpretation of any provision of this
Agreement.

         21. Resignation. Concurrently with the execution and delivery of this
Agreement, Employee is tendering her resignation as President of the Company in
the form attached hereto as Exhibit A.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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<PAGE>




         IN WITNESS WHEREOF, the parties have executed this Agreement in one or
more counterparts, each of which shall be deemed one and the same instrument, as
of the day and year first written above.



                                             HOME INTERIORS & GIFTS, INC.


                                             By:
                                                   -----------------------------
                                             Name:
                                                   -----------------------------
                                             Title:
                                                   -----------------------------


                                             EMPLOYEE:

                                             /s/ CHRISTINA L. CARTER URSCHEL
                                             -----------------------------------
                                             Christina L. Carter Urschel




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<PAGE>




                                                                       EXHIBIT A

                                   RESIGNATION


         In connection with her acceptance of the positions as National
Spokesperson and Vice Chairman, the undersigned, Christina L. Carter Urschel,
hereby tenders her resignation as the President of Home Interiors & Gifts, Inc.,
a Texas corporation, effective as of December 26, 2001.


                                                 /s/ CHRISTINA L. CARTER URSCHEL
                                                 -------------------------------
                                                 Christina L. Carter Urschel



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