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                                                                    EXHIBIT 10.8




                         EXECUTIVE EMPLOYMENT AGREEMENT


                 THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and
entered into as of June 4, 1998 by and between Home Interiors & Gifts, Inc., a
Texas corporation (hereinafter, together with its successors, referred to as
the "COMPANY"), on the one hand, and Christina L. Carter Urschel (hereinafter
referred to as the "EXECUTIVE"), on the other hand.

                             W I T N E S S E T H :

                 WHEREAS, the Company is party to an Agreement and Plan of
Merger (the "MERGER AGREEMENT"), dated as of April 13, 1998, between the
Company and Crowley Investments, Inc., a Texas corporation ("NEWCO");

                 WHEREAS, pursuant to the terms of the Merger Agreement, Newco
will be merged (the "MERGER") with and into the Company, with the Company being
the surviving corporation of the Merger;

                 WHEREAS, upon the consummation of the Merger, the Company
desires to employ the Executive in an executive capacity with the Company, and
the Executive desires to be employed by the Company in said capacity; and

                 WHEREAS, the parties hereto desire to set forth in writing the
terms and conditions of their understandings and agreements.

                 NOW THEREFORE, in consideration of the foregoing, of 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:

                 SECTION 1.       DEFINITIONS.

                          "ACCRUED BENEFITS" means (i) all salary earned or
         accrued through the date the Executive's employment is terminated,
         plus, in the case of death, the product of the Annual Bonus paid to
         the Executive with respect to the preceding fiscal year (or, if
         applicable, a partial fiscal year) of the Company and a fraction, the
         numerator of which is the number of days in the current fiscal year of
         the Company through the Date of Termination, and the
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         denominator of which is 365; (ii) reimbursement for any and all monies
         advanced in connection with the Executive's employment for reasonable
         expenses incurred by the Executive in accordance with Section 4(c)
         hereof through the date the Executive's employment is terminated and
         (iii) all other payments and benefits to which the Executive or the
         Executive'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 Executive (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.

                          "ANNUAL BONUS" has the meaning set forth in Section
         4(b).

                          "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 Executive's conviction of
         any felony, unless the Board reasonably determines that the
         Executive's conviction of such felony does not materially affect the
         Executive's business reputation or significantly impair the
         Executive's ability to carry out her duties under this Agreement
         (provided the Board shall have no obligation to make such
         determination); (ii) the Executive's willful and material breach of
         her obligations under this Agreement which results in material damage
         to the Company's business, or (iii) the Executive'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 Executive 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).





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                          "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 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





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         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.

                          "COBRA" means the Consolidated Omnibus Reconciliation 
         Act of 1985, as amended.

                          "EMPLOYMENT DATE" has the meaning set forth in
         Section 2.

                          "EMPLOYMENT PERIOD" shall mean the period during
         which the Executive is employed by the Company.

                          "GOOD REASON" shall mean (i) any material breach by
         the Company of this Agreement or the Shareholders Agreement (for so
         long as Executive is subject thereto) or the failure of the Executive
         to be a director of the Company for any reason (other than death,
         Permanent Disability, voluntary resignation or termination of
         employment for Cause); (ii) any reduction or alteration, approved by
         the Board without the Executive's written consent, in the Executive's
         title, duties or responsibilities or the Executive's Base Salary
         and/or annual target bonus opportunity other than under a circumstance
         which constitutes Cause; provided, that any such reduction or
         alteration in the Executive's title, duties or responsibilities
         without the Executive's consent during the ten-day cure period
         applicable to subparagraph (ii) of the definition of Cause shall not
         constitute "Good Reason"; provided, further, that any cure by the
         Executive during such ten-day period shall entitle the Executive to
         reinstatement of her title, duties and responsibilities; (iii) a
         change, without the Executive's written consent, of more than
         twenty-five (25) miles in the office or location where the Executive
         is based; and (iv) the failure by the Company to appoint the Executive
         as President of the Company upon the earlier to occur of (a) the date
         on which Barbara J. Hammond's employment with the Company is
         terminated and (b) the second anniversary of the date hereof.
         Notwithstanding the above, the occurrence of any of the events
         described above will not constitute Good Reason unless the Company
         fails to cure any





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

                          "INITIAL PUBLIC OFFERING" shall mean an underwritten
         public offering of capital stock of the Company, as applicable,
         pursuant to a registration statement filed with the Securities and
         Exchange Commission in accordance with the Securities Act of 1933, as
         amended.

                          "PERMANENT DISABILITY" shall mean the inability of
         the Executive 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.

                 SECTION 2.       TERM OF EMPLOYMENT.  Unless earlier
terminated in accordance with the terms of this Agreement, the Executive's
Employment Period shall commence on the date hereof (the "EMPLOYMENT DATE") and
shall end on June 4, 2003; 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.

                 SECTION 3.       DUTIES.  During the Employment Period, the
Executive (i) shall serve as Executive Vice President of the Company; provided,
however, that the Executive shall serve as President of the Company from and
after the earlier to occur of (a) the date on which Barbara J. Hammond's
employment with the Company is terminated and (b) the second anniversary of the
date hereof; (ii) shall, while





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serving as Executive Vice President of the Company, report directly to the
President of the Company and, while serving as President of the Company, report
directly to the Board and the Chairman of the Board; and (iii) shall devote her
full business time during normal business hours to the business and affairs of
the Company and shall use her best efforts to perform faithfully and
efficiently the responsibilities assigned to Executive hereunder, to the extent
necessary to discharge such responsibilities, except for: (A) time spent in
managing Executive's personal, financial, and legal affairs and serving on
corporate, civic, or charitable boards or committees, in each case, only to the
extent not substantially interfering with the performance of such
responsibilities; and (B) a vacation to which Executive is entitled.  The
continuing service by the Executive on any boards and committees on which she
is serving or with which she is otherwise associated immediately preceding the
date of this Agreement, or the Executive's service on any other boards or
committees of which the Company has knowledge and does not object in writing,
within thirty (30) days after first becoming aware of such service or proposed
service, shall not be deemed to interfere with the performance of the
Executive's services to the Company; provided that Executive's time commitment
or participation in respect of such continuing service does not materially
increase after the date hereof or after the expiration of such thirty (30) day
period, as applicable.

                 SECTION 4.       COMPENSATION.  During the Employment Period,
the Executive shall be compensated as follows:

                          (a)     the Executive shall receive a minimum annual
         salary (pro rata for any partial year) equal to (i) Four Hundred
         Thousand and No/100 Dollars ($400,000) while serving as Executive Vice
         President of the Company and (ii) Four Hundred Seventy-Five Thousand
         and No/100 Dollars ($475,000) while serving as President of the
         Company (in each case, 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 Executive shall be eligible to receive an
         annual bonus (the "ANNUAL BONUS") in an amount up to the percentage of
         the Executive's Base Salary set forth on Schedule 1 hereto for each
         fiscal year of the Company commencing with the fiscal year ending
         December 31, 1998 (on a pro rata basis for any partial year)
         calculated based upon budgeted earnings before interest, income tax,
         depreciation and amortization ("EBITDA") as approved by the Board in
         good faith, and such other criteria as may be recommended by





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         management and established by the Board from time to time, at the
         beginning of each fiscal year provided that in any event the Executive
         shall become entitled to receive an annual bonus for any fiscal year
         in which the Company achieves at least eighty-eight percent (88%) of
         such budgeted EBITDA in such fiscal year (the amount of such bonus to
         be determined in good faith by the Board based upon the formula set
         forth on Schedule 1 hereto).  Each Annual Bonus (or portion thereof)
         shall be paid in cash promptly following the delivery to the Board of
         audited financial statements of the Company for the fiscal year for
         which the Annual Bonus (or prorated portion) is earned or awarded,
         unless electively deferred by the Executive pursuant to any deferral
         programs or arrangements that the Company may make available to the
         Executive;

                          (c)     the Executive shall be reimbursed, at such
         intervals and in accordance with such Company policies 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 expenses;

                          (d)     the Executive 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 similarly-situated senior executives of
         the Company as determined by the Board from time to time;

                          (e)     the Executive and/or the Executive'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 similarly-situated
         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;

                          (f)     the Executive shall be entitled to receive
         (in addition to the benefits described above) such perquisites and
         fringe benefits appertaining to Executive's position in accordance
         with any practice established by the Board, including without
         limitation, air travel arrangements consistent with





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         policies and practice in effect during the one (1) year prior to the
date of this Agreement; and

                          (g)     in addition to any benefits the Executive may
         receive pursuant to paragraph 4(d), the Company shall grant stock
         options (the "STOCK OPTIONS") to the Executive under the Company's
         1998 Stock Option Plan exercisable for an aggregate of 338,441 shares
         of common stock, par value $.10 per share, at an exercise price of
         $18.05451 per share.  The Stock Options shall vest and become
         exercisable in five equal annual installments commencing on the first
         anniversary of the date of grant; provided, however, that the Stock
         Options shall, subject to Section 7 below, vest and become immediately
         exercisable upon (i) the termination of the Executive's employment
         without Cause, (ii) the Executive's termination of her employment for
         Good Reason, (iii) the occurrence of a Change of Control; (iv) the
         sale, conveyance or other disposition by the Company of all or
         substantially all of its assets to a Person that is not an Affiliate
         of the Company.  In addition to the foregoing, the Stock Options will
         contain the following provisions:

                                     (i)   Stock options will be exercisable
                 for a period of ten (10) years from the date of issuance.

                                     (ii)  To the extent definitions in this
                 Agreement are different from the definitions in the Company's
                 1998 Stock Option Plan (e.g., Change of Control, Cause, Good
                 Reason, etc.), the definitions in this Agreement will control.

                                    (iii)  On a termination for Cause or a
                 voluntary termination by the Executive, the Executive may
                 exercise all vested options within thirty (30) days after the
                 termination date.

                                     (iv)  If Employment is terminated as a
                 result of death or disability, the vested stock options may be
                 exercised within one hundred eighty (180) days after the date
                 of the Executive's termination of employment.

                                     (v)   On a termination of employment for
                 any other reason, all vested stock options may be exercised
                 within thirty (30) days after such date of termination.  The
                 Committee (as such term is





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                 defined in the Company's 1998 Stock Option Plan) may not
                 shorten the exercise period described in clauses (iii), (iv) or
                 (v).

                                     (vi)  The Company shall have no right to
                 purchase the Executive's Stock Options or shares of stock
                 pursuant to Section 9 of the Stock Option Plan.

                 SECTION 5.       TERMINATION OF EMPLOYMENT.

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

                          (b)     Voluntary Termination by Executive.
         Notwithstanding anything in this Agreement to the contrary the
         Executive 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 Executive 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 Executive's employment for Cause or without
         Cause.

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

                          (e)     Notice of Termination.  Any termination by
         the Company for Cause or by the Executive for Good Reason shall be
         communicated by a Notice of Termination to the other party hereto
         given in accordance with Section 18.  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 Executive'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





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         the Executive'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 Executive or the Company to set forth in
         the Notice 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 Executive hereunder or preclude the Executive from
         asserting such fact or circumstance in enforcing her rights hereunder.
         In addition, in the event the Company determines to terminate the
         Executive's employment without Cause, the Company shall deliver to the
         Executive 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 Executive's employment terminates.

                 SECTION 6.       OBLIGATIONS OF THE COMPANY UPON TERMINATION.
Upon termination of the Executive's employment with the Company, the Company
shall have the following obligations:

                          (a)     Death.  If the Executive's employment is
         terminated by reason of the Executive's death, all Accrued Expenses
         shall be paid to the Executive, 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 Executive's family shall be
         entitled to receive benefits generally available to the surviving
         families of other senior executive officers of the Company.

                          (b)     Permanent Disability.  If the Executive's
         employment is terminated by reason of the Executive's Permanent
         Disability, the Executive, and the Executive'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 similarly situated 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 Executive, the Executive shall also be paid
         all Accrued Benefits in a lump sum in cash within thirty (30) days
         after the Date of Termination.  In addition,





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         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 Executive.  If the Executive's employment is
         terminated for Cause or voluntarily terminated by the Executive (other
         than for Good Reason), the Company shall pay the Executive 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 Executive's employment other than for Cause or
         Permanent Disability, or the Executive terminates her employment for
         Good Reason, the Company shall pay or provide the Executive the
         following:

                                  (A)   Cash Payment.  The Company shall pay
                 to the Executive in a lump sum in cash within 30 days after
                 the Date of Termination the following amounts (other than
                 amounts payable from non-qualified retirement plans and
                 deferred compensation plans, which amounts shall be paid in
                 accordance with the terms of such plans):

                                        (1)     all Accrued Benefits;

                                        (2)     if the Date of Termination
                          occurs on or prior to the first anniversary of this
                          Agreement, a cash amount equal to five (5) times the
                          Executive's Base Salary;

                                        (3)     if the Date of Termination
                          occurs after the first anniversary of this Agreement,
                          a cash amount equal to the greater of:





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                                        (I)      the Base Salary that would be
                                  paid to the Executive from the Date of
                                  Termination through June 4, 2003 if the Date
                                  of Termination had not occurred; and

                                        (II)     three (3) times 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
                                  the Date of Termination occurs.

                                  (B)      Other Benefits Continuation.  The
                 Company shall provide for the continued participation of the
                 Executive, 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 similarly situated senior executives
                 of the Company.  In lieu of continued participation in any
                 such medical and life insurance programs, the Executive 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 Executive 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 Executive in connection with the termination of the Executive.

                 SECTION 7.                APPLICABILITY OF SECTION 280G OF THE
         CODE.

                          (a)     Limitation on Severance Pay and Other
         Benefits.  Notwithstanding any other provision of this Agreement to
         the contrary, unless and until this Agreement has been approved by a
         separate vote of the Company's shareholders in accordance with Section
         7(g) below, the Company shall not be obligated to make any payment or
         provide any benefit (including the acceleration of Stock Options) to
         the extent that such payment or benefit results (as determined in
         accordance with Section 7(c) below) in a parachute payment (as defined
         in Section 280G of the Code); provided, however, that the Company
         shall make all payments and provide all benefits under this Agreement
         to the fullest extent permitted without giving rise to a parachute
         payment.





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                          (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

                                  (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.





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                          (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.





                                       14
<PAGE>   15
                          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.

                          (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.

                          (g)     Shareholder Approval.  The Company shall use
         its reasonable best efforts to obtain, within 45 days following the
         Employment Date, the approval of this Agreement (including, without
         limitation, the removal of the limitation under Section 7(a), the Tax
         Reimbursement Payment, the acceleration of vesting of Stock Options
         upon a Change of Control and the continuation of benefits following a
         termination of employment without Cause or resignation for Good Reason
         within one year of a Change of Control) by a





                                       15
<PAGE>   16
         separate vote of the Company's shareholders who own more than 75% of
         the total voting power of all outstanding stock of the Company
         (excluding for this purpose all stock actually or constructively owned
         by the Executive and all other disqualified individuals (as defined in
         Section 280G of the Code) who would receive payments constituting
         parachute payments if shareholder approval for purposes of Section
         280G of the Code was not obtained).  The vote of the Company's
         shareholders pursuant to this Section 7(g) is intended to satisfy the
         shareholder approval requirement described in Question and Answer 7 of
         the Proposed Regulations under Section 280G of the Code.

                 SECTION 8.       NON-EXCLUSIVITY OF RIGHTS.  Nothing in this
Agreement shall prevent or limit the Executive's continuing or future
participation, during the term of Executive's employment, in any benefit bonus,
incentive or other plan or program provided by the Company and for which the
Executive may qualify, nor shall anything herein limit or otherwise prejudice
such rights as the Executive 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 Executive 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.

                 SECTION 9.       FULL SETTLEMENT.  Except as provided in
Section 11(b), 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 Executive or others whether by reason of the subsequent employment
of the Executive or otherwise.  In no event shall the Executive be obligated to
seek other employment by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement.

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





                                       16
<PAGE>   17
                 SECTION 11.      FURTHER OBLIGATIONS OF THE EXECUTIVE.

                          (a)     During and following the Executive's
         employment by the Company, the Executive 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
         Executive in good faith believes disclosure is reasonably necessary or
         appropriate in connection with the performance by the Executive of her
         duties as an executive of the Company.  In determining whether such
         disclosure is required, Executive 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 Executive
         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 Executive to the
         Company or such Subsidiary (as applicable) upon termination of the
         Executive's employment with the Company.

                          (b)     Except with the Board's prior written
         approval, during the Employment Period and for three (3) years after
         the Date of Termination, the Executive shall not, directly or
         indirectly (i) solicit, entice, persuade or induce any employee,
         displayer, or other independent contractor of the Company or any of
         its Subsidiaries to terminate his employment or relationship with the
         Company or any of its Subsidiaries or to become employed or engaged in
         a similar capacity by any Person other than the Company or any of its
         Subsidiaries or (ii) authorize, solicit or assist in the taking of
         such actions by any third party.

                          (c)     During the Employment Period and for three
         (3) years after the Date of Termination, the Executive shall not,
         directly or indirectly, engage, participate, make any financial
         investment in, or become employed by or render advisory or other
         services to or for any Person or other business enterprise (other than
         the Company and its Affiliates) engaged in the business of selling
         home decorative accessories within any of the same markets as the





                                       17
<PAGE>   18
         Company or any of its Subsidiaries (any of the foregoing activities
         being referred to herein as "COMPETITIVE ACTIVITIES").  The foregoing
         covenant respecting Competitive Activities shall not be construed to
         preclude the Executive from making any investments in the securities
         of any company, and whether or not engaged in competition with the
         Company or any of its Subsidiaries, to the extent that such securities
         are actively traded on a national securities exchange or in the
         over-the-counter market in the United States or any foreign securities
         exchange and such investment does not exceed five percent (5%) of the
         issued and outstanding shares of such company or give the Executive
         the right or power to control or participate directly in making the
         policy decisions of such company.

                          (d)     If any court determines that any portion of
         this Section 11 is invalid or unenforceable, the remainder of this
         Section 11 shall not thereby be affected and shall be given full
         effect without regard to the invalid provision.  If any court
         construes any of the provisions of this Section 11, or any part
         thereof, to be unreasonable because of the duration or scope of such
         provision, such court shall have the power to reduce the duration or
         scope of such provision and to enforce such provision as so reduced.

                          (e)     The Executive hereby acknowledges and agrees
         that damages will not be an adequate remedy for the Executive'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.

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





                                       18
<PAGE>   19
All amounts payable to the Executive hereunder shall be paid, in the event of
the Executive's death, to the Executive's estate, heirs or representatives.

                 SECTION 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.

                 SECTION 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.

                 SECTION 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 Executive; provided, however, that any
attempted amendment or modification without such approval and execution shall
be null and void ab initio and of no effect.

                 SECTION 16.      WITHHOLDING.  The Company shall be entitled
to withhold from any amounts to be paid to the Executive 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.

                 SECTION 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.

                 SECTION 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:





                                       19
<PAGE>   20
         If to the Company:

                 Home Interiors & Gifts, Inc.
                 4550 Spring Valley Road
                 Dallas, Texas 75244
                 Attention:       President (while the Executive serves as 
                                  Executive Vice President of the Company);
                                  Chief Executive Officer (while the Executive 
                                  serves as President of the Company)

         If to the Executive:

                 Christina L. Carter Urschel
                 3637 Maplewood
                 Dallas, Texas 75205

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 13.

                 SECTION 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.

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

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                                       20
<PAGE>   21
                 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:                                    
                                           ------------------------------------
                                             Donald J. Carter, Jr.
                                             Chief Executive Officer



                                        EXECUTIVE:



                                                                               
                                        ---------------------------------------
                                        Christina L. Carter Urschel