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                                                                    EXHIBIT 10.1


                   FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT


     THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (the "Amendment") made and 
entered into as of the 15th day of October, 1998, by and between 
WILLIAMS-SONOMA, INC., a California corporation ("Williams-Sonoma"), and HEWSON 
PROPERTIES, INC., a California corporation ("Hewson"):


                             W I T N E S S E T H :

     WHEREAS, Williams-Sonoma and Hewson have made and entered into that 
certain Reimbursement Agreement dated August 17, 1998 (the "Reimbursement 
Agreement"), regarding certain "Put" and "Call" rights between the parties with 
respect to the Phase 1 Site and the Phase 2 Site (any defined term not 
specifically defined herein shall have the meaning ascribed to such term in the 
Reimbursement Agreement); and

     WHEREAS, Williams-Sonoma and Hewson now desire to amend the Reimbursement 
Agreement in the manner hereinafter set out:

     NOW, THEREFORE, for and in consideration of the premises, and other good 
and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, it is agreed by the parties as follows:

     1.   All references in the Reimbursement Agreement to the date "October 
15, 1998" are hereby deleted and the date "November 15, 1998" is hereby 
substituted in lieu thereof.

     2.   Exempt as amended hereby, the Reimbursement Agreement remains 
unchanged and in full force and effect.

     3.   This Amendment may be executed in any number of counterparts, each of 
which when so executed shall be deemed to be an original and all of which taken 
together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF, Williams-Sonoma and Hewson have executed this 
document by and and through their respective, duly-authorized officers as of 
the date first above written.


                                        "WILLIAMS-SONOMA"

                                        WILLIAMS-SONOMA COMPANY, INC.


                                        By:  /s/ HOWARD LESTER
                                            ----------------------------------
                                        Title:  Chairman & CEO
                                               -------------------------------

                                        "HEWSON"

                                        HEWSON PROPERTIES, INC.


                                        By:  /s/ ROBERT MYERS
                                            ----------------------------------
                                        Title:  VP/CFO
                                               -------------------------------