RECITALS:

   1
                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO
                          REAL ESTATE PURCHASE CONTRACT


         THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE CONTRACT (this
"Amendment"), is made this 18th day of August, 1999 (the "Effective Date"), by
and between Home Interiors & Gifts, Inc. ("Seller") and Xxxxxx Equities, Inc.
("Purchaser").

                                    RECITALS:

         WHEREAS, on July 19, 1999, Purchaser and Seller entered into that
certain Real Estate Purchase Contract (the "Contract") relating to the purchase
and sale of seven office/warehouse buildings, as more particularly described
therein and amended by First Amendment to Real Estate Contract dated August 9,
1999; and

         WHEREAS, Purchaser and Seller now desire to enter into this Second
Amendment to amend the Contract.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
hereby agree as follows:

         1. Title/Survey Objection Date. Notwithstanding the provisions of
Sections 3.2 and 3.3 of the Contract, Purchaser's right to object to title and
survey matters is hereby extended until August 24, 1999.

         2. Modifications. Except as expressly herein modified, the Contract
shall remain in full force and effect in accordance with its terms. Except as
otherwise expressly provided herein, all capitalized terms used but not defined
herein shall have the same meaning as that attributed to such terms in the
Contract.

         3. Effectiveness/Counterparts. This Amendment does not become effective
as an amendment to the Contract or otherwise until executed and delivered by
both Purchaser and Seller. This Amendment may be executed in counterparts, and
facsimile signatures shall be deemed originals for all intents and purposes.

                                       XXXXXX EQUITIES, INC. ("PURCHASER")

                                       By: /s/ Xxxx X. Xxxxx
                                          ------------------------------------
                                            XXXX X. XXXXX, PRESIDENT

                                       HOME INTERIORS & GIFTS, INC. ("SELLER")

                                       By: /s/Xxxxxxx Xxxxx
                                          ------------------------------------
                                       ITS: VP
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