CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (the  "Agreement") is effective this 4th day
of April,  2001, by and between JEAN CHARLES  INCORPORATED,  a Utah corporation,
(the   "Corporation")   and  John  van  der   Hagen   and  Mary  van  der  Hagen
("Consultants").

                                    RECITALS:

         WHEREAS, the Corporation  purchased  substantially all of the assets of
Surrey, Inc. under an agreement for Purchase and Sale of Assets dated April 4th,
2001; and

         WHEREAS,  the Corporation  wishes to enter into this Agreement in order
to obtain assistance,  advice, and consultation from Consultants with respect to
product development for the Corporation, as well as matters involving the future
growth of the Corporation.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the promises of Consultants
and the Corporation contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged by the Corporation
and Consultants, the parties hereto hereby agree as follows:

         1. Defined Terms. As used in This  Agreement,  the following terms have
the respective meanings set forth below:

         a.  "Agreement"   has  the  meaning  set  forth  in  the   introductory
             paragraph.

         b.  "Consultants" has the meaning set forth above.

         c.  "Consultant  Indemnified  Parties"  has the  meaning  set  forth in
             Section 6.

         d.  "Consulting Services" has the meaning set forth in Section 2.

         e.  The "Corporation" has the meaning set forth in the Recitals.

         f.  "Person" means any individual,  partnership,  corporation,  limited
             liability company,  trust,  unincorporated  organization,  or other
             legal entity, or any government or agency or political  subdivision
             thereof.

         2.  Consulting  Services.  The  Consultants  shall  render  assistance,
advice,  and consultation to the  Corporation,  upon request by the Corporation,
relative to its product  development and future growth of the  Corporation  (the
"Consulting Services").

         3. Term.  This Agreement  shall  terminate on April 1st,  2016,  unless
extended  for  additional  periods by an  instrument  in writing.  It shall also
terminate on the death of both of the Consultants.

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         4. Compensation.

             (a) In  consideration  of  Consultants'  agreement  to provide  the
Consulting Services, the Corporation shall pay the Consultants the aggregate sum
of Ten Thousand Dollars ($10,000.00) per month for services rendered, commencing
April 30, 2001, and continuing accordingly therewith.

             (b)  The   compensation   shall  be  payable  whether  or  not  the
Corporation utilizes the services of the Consultants.

         5. Benefits.  The  Corporation  shall provide each  Consultant  medical
insurance coverage (PPO or better) throughout the term of this agreement and the
use of one (1) company car. A new company car shall be provided every third year
and the company car shall be equivalent to a Chevrolet Suburban.

         6. Authority of Consultants. The Corporation and Consultants agree that
Consultants  do not currently,  and will not under the terms of this  Agreement,
have control or direction over the  Corporation or its actions or policies.  The
Corporation  and Consultants  further agree that  Consultants are not currently,
and under this Agreement will not be, agents of the Corporation.

         7.  Indemnification.  From and  after  the date of the  Agreement,  the
Corporation  agrees to indemnify,  defend and hold harmless  Consultants,  their
respective  employees,   agents,   consultants,   representatives,   successors,
transferees and assigns  (collectively,  the "Consultant  Indemnified  Parties")
from, against and in respect of any and all judgments, claims, causes of action,
demands,  losses, fines, penalties,  costs, expenses,  liabilities,  and damages
(whether actual,  consequential,  or punitive),  including all related interest,
penalties,    reasonable   attorneys'   fees,   disbursements   and   costs   of
investigations,  deficiencies, levies, duties arising directly or indirectly out
of the Corporations' breach of this Agreement, the operation of its business, or
the Corporation's acquisition and use of Surrey, Inc's assets.

         8. Successors and Assigns.  The Corporation and the Consultants may not
assign any rights or  delegate  any duties  under this  Agreement  to any person
without the prior  written  consent of the other party.  Except as expressly set
forth in this  Section,  this  Agreement  shall  inure to the  benefit of and be
binding upon the successors and assigns of each of the parties.

         9.  Amendment.  This  Agreement  may be amended  only with the  written
consent of the Corporation and Consultants.

         10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS  APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED IN TEXAS.

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         11.  Severability.  If any  provision in this  Agreement is rendered or
declared illegal, invalid, or unenforceable by reason of any rule of law, public
policy,  or final  judicial  decision,  all other terms and  provisions  of this
Agreement  shall  nevertheless  remain in full  force and  effect so long as the
economic or legal  substance  of the  transactions  contemplated  hereby are not
affected in any manner  adverse to the  Corporation  or  Consultants.  Upon such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the Corporation and Consultants shall negotiate in good faith
to modify  this  Agreement  so as to effect the  original  intent of the parties
hereto as  closely as  possible  to the end that the  transactions  contemplated
hereby  are  fulfilled  to the  fullest  extent  possible.

         12.  Location . All  obligations  under this agreement are and shall be
performable in the county of Employees residence.

         13. Entire  Agreement and  Modification.  There are no oral  agreements
between the parties. This Agreement constitutes the entire agreement between the
parties  relating  to the  subject  matter  hereof  and  thereof  and all  prior
agreements relative thereto which are not contained herein are terminated.  This
Agreement may be amended,  revised, waived,  discharged,  released or terminated
only by a written instrument or instruments  executed by the party against which
enforcement  of  the  amendment,   revision,   waiver,  discharge,   release  or
termination is asserted.  Any alleged amendment,  revision,  waiver,  discharge,
release or termination, which is not so documented, shall not be effective as to
any party.

         EXECUTED this 4th day of April, 2001.

                                            JEAN CHARLES INCORPORATED,
                                            a Utah corporation


                                            By
                                               --------------------------------
                                                    Steve Yeoman, President



                                               --------------------------------
                                                    John van der Hagen


                                               --------------------------------
                                                    Mary van der Hagen


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