EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT  ("Agreement") is made this 4th day of April,
2001, between JEAN CHARLES INCORPORATED, a Utah corporation (the "Company"), and
Marty van der Hagen ("Employee").

         WHEREAS:

         A. The  Company  desires  to  employ  Employee  as its  Executive  Vice
President; and

         B.  Employee  wishes  to  accept  such  employment  on  the  terms  and
conditions set forth herein.

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein set forth,  the parties,  intending to be legally bound,  do hereby agree
and promise as follows:

1.       EMPLOYMENT
         ----------

         1.1 The Company  hereby  employs  Employee and Employee  hereby accepts
employment  under the terms and conditions set forth below.  Employee's  initial
title shall be Executive Vice President.

         1.2 Unless the parties agree  otherwise in writing,  during the term of
this Agreement,  Employee shall perform the services  required by this Agreement
at the Company's offices based in Texas;  provided,  however,  that the Company,
from time to time, will require Employee to travel  out-of-state in carrying out
Employee's  duties and  Company has the right to  relocate  the Texas  office to
another state.

2.       DUTIES
         ------

         2.1 Employee  shall be  responsible  for duties as set forth in EXHIBIT
"A" attached hereto and incorporated herein by reference:

         2.2 Employee agrees to devote Employee's full business time, energy and
skills to such  employment  subject to absences and customary  vacations and for
temporary illnesses.

         2.3 Employee will not engage in other gainful  occupation or perform or
render any services of a business,  professional or commercial nature during the
term of this Agreement without prior written consent of the Company.

         2.4 During the term of this Agreement,  Employee will not engage in any
activity directly or indirectly in competition with or adverse to the Company.


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<PAGE>

         2.5  Employee   will  not  engage  in  any  activity  for  purposes  of
influencing or attempting to influence the Company's customers,  either directly
or indirectly,  to conduct business with any business  enterprise in competition
with the Company.

         2.6 Employee will not undertake or  participate  in any planning for or
organization of any business activity that is or will be in competition with the
Company in any  field(s) or area(s) in which  Employee  has worked or with which
Employee has come into contact, or of which Employee has gained knowledge during
the term of his employment under this Agreement.

         2.7 Employee will not engage in any other business  activity that would
materially  interfere with the performance of any of Employee's  obligations and
duties under this Agreement.

         2.8  Employee  will not  engage  in any  activities  which  result in a
conflict of interest between the Company and Employee.

         2.9 Employee represents that he is not subject to any  confidentiality,
non-competition, or other agreement with any other employer or other third party
that would conflict with this  Agreement or prevent him from  performing all his
assigned duties as an employee of the Company.

3.       TERM
         ----

         The term of  Employee's  employment  hereunder  will be for the  period
commencing  on the date of this  Agreement  and  ending on the  earliest  of (i)
eighteen  (18)  months  from  the  date  of this  Agreement;  (ii)  the  date of
termination  of  Employee's  employment  in  accordance  with  Section 5 of this
Agreement;  or (iii) the date of Employee's  death or disability  (as defined in
Section 5 of this Agreement).

4.       COMPENSATION
         ------------

         4.1  Employee  shall  receive a base salary of Ten  Thousand and 00/100
Dollars  ($10,000.00)  per month payable in equal  installments on the Company's
regular payroll dates ("Base Salary").  Employee's Base Salary shall be reviewed
by the Company annually thereafter. Any increase in Employee's Base Salary shall
be in the sole discretion of the Company.

         4.2  Employee  shall be  reimbursed  by the  Company  only for  amounts
actually expended by Employee in the course of performing duties for the Company
where:

             4.2.1   Employee   tenders   receipts   or   other    documentation
         substantiating  the amounts and the necessity for such  expenditure  as
         required by the Company.

         4.3 Employee shall be entitled to  participate in all employee  benefit
plans  or  programs  including  Paid  Time Off  (PTO),  generally  available  to
employees  of the  Company,  to the extent  that his  position,  title,  tenure,
salary,  age, health and other  qualifications  make him eligible to participate
therein.  Employee's  participation in any such plan or program shall be subject
to the provisions,  rules and regulations thereof that are generally  applicable

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<PAGE>

to all  participants  therein.  Employee shall carry out the duties  assigned to
Employee in a trustworthy, businesslike and loyal manner.

             4.3.1  Company  shall pay for health  insurance  (PPO or better) to
         cover employed and family.

         4.4 If the Company  does Twelve  Million  Dollars  ($12,000,000.00)  in
gross business  (billed and in the Company books) in the SURREY line of products
(candles,  soaps and related  products) by December  31, 2001,  then the Company
will pay Employee a Fifty Thousand  Dollar  ($50,000)  bonus on January 2, 2002.
Once the SURREY manufacturing  facility is successfully moved and operational in
Mexicali,  the Company will pay Employee an  additional  Fifty  Thousand  Dollar
($50,000) bonus.

         4.5 During the term of this Agreement, the Company shall pay each month
to Employee an amount  equal to the monthly  lease  payment for a motor  vehicle
equivalent to a "Chrysler Town and Country  Minivan";  provided however that the
monthly  payment  shall not  exceed  $800.  The lease will be in the name of the
employee.

         4.6 During the term of this  agreement,  the Company shall purchase and
maintain a life insurance  policy covering  Employee in the amount of $1,000,000
and payable to the spouse of the Employee. In the event the Employee dies during
the term of this Agreement and Employee's  spouse  receives the proceeds of this
life insurance  policy,  Company shall be released from all further  obligations
under this Agreement.

  5.     TERMINATION

         5.1 Employee may terminate  this  Agreement and  Employee's  employment
hereunder  upon 30 days' written  notice to the Company.  Employer may terminate
this agreement for cause as defined herein.

         5.2 Benefits Received Upon Termination.
                     --------------------------

             5.2.1 If Employee is  terminated  by the Company for Cause,  or the
         Employee  terminates  this Agreement for any reason other than a Change
         of Control (as defined below),  then the Company shall pay Employee his
         Base Salary through the effective date of such  termination plus credit
         for any vacation accrued but not taken.  Thereafter,  the Company shall
         have no further obligations to Employee under this Agreement; provided,
         however,  that the Company will continue to honor any obligations  that
         may have  vested  or  accrued  under  any  agreements  or  arrangements
         applicable to Employee.


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<PAGE>

             5.2.2 If  Employee is  terminated  by the  Company  without  Cause,
         Employee is entitled  to continue to receive all the  compensation  and
         benefits set forth in Section 4 of the Agreement for the balance of the
         term of this Agreement.

             5.2.3 If  Employee  terminates  this  Agreement  due to a Change of
         Control, the Company shall pay to Employee within two (2) business days
         following the date of  termination  (i) his Base Salary through the end
         of the month during which such  termination  occurs plus credit for any
         vacation  accrued but not taken;  and (ii) a lump-sum  amount  equal to
         three (3) months' pay calculated on the basis of Employee's Base Salary
         in effect as of the date of termination.

             5.2.4 For purposes of this  Agreement,  "Cause" shall be defined as
         follows:  (i)  actions by  Employee  during the term of this  Agreement
         involving willful malfeasance or gross negligence in the performance of
         Employee's duties hereunder; (ii) Employee's willful failure or refusal
         to  perform  his  duties  as  required  by this  Agreement;  and  (iii)
         Employee's  material breach of the provisions of this Agreement.

             5.2.5 For purposes of this Agreement,  "Change of Control" shall be
         defined as follows: (i) the acquisition, directly or indirectly, of the
         beneficial  ownership of securities of the Company possessing more than
         fifty  percent  (50%)  of  the  total  combined  voting  power  of  all
         outstanding  securities  of the Company by any person or group  (within
         the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
         as amended), different from the persons holding those securities on the
         date hereof; (ii) a merger or consolidation in which the Company is not
         the surviving entity, except for a transaction the principal purpose of
         which is to  change  the state in which the  Company  is  incorporated;
         (iii) a reverse merger in which the Company is the surviving entity but
         in which securities  representing  more than fifty percent (50%) of the
         total combined voting power of the Company's outstanding securities are
         transferred  to or acquired by a person or persons  different  from the
         persons holding those securities immediately prior to such merger; (iv)
         the sale,  transfer or other disposition of all or substantially all of
         the assets of the Company; or (v) a complete liquidation or dissolution
         of the Company.

         5.3 Termination Because of Employee Disability.  Should Employee become
mentally or physically  disabled and such disability  renders Employee unable to
perform  Employee's  duties under this Agreement for 90 consecutive  days in any
12-month period, then Employee may be terminated and he shall be entitled to all
disability  benefits  on the same  terms as are  generally  applicable  to other
employees of the Company.

6.       TERMINATION STATEMENT
         ---------------------

         Employee  shall,  upon  termination of Employee's  employment  with the
Company,  execute a termination statement and shall fully comply with all of the
terms, conditions and representations contained therein. The form of termination
statement is attached as Exhibit "B."

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<PAGE>

7.       WITHHOLDING TAXES AND OTHER DEDUCTIONS
         --------------------------------------

         To the extent  required by law,  the Company  shall  withhold  from any
payments due Employee  under this  Agreement any  applicable  federal,  state or
local  taxes and such  other  deductions  as are  prescribed  by law or  Company
policy.

8.       PROPRIETARY INFORMATION
         -----------------------

         8.1 Employee  understands that the Company  possesses and will continue
to possess information that has been created, discovered, developed or otherwise
become known to the Company (including, without limitation, information created,
discovered,  developed or made known by Employee during the period of or arising
out of Employee's employment by the Company,  whether prior to or after the date
hereof) or in which property rights have been assigned or otherwise  conveyed to
the Company, which information has commercial value in the business in which the
Company is engaged.  All such  information  is hereinafter  called  "Proprietary
Information."  By  way  of  illustration,   but  not  limited  to,   Proprietary
Information  includes  recipes,  processes,  formulas,  codes,  data,  programs,
know-how,   improvements,   discoveries,   developments,   designs,  inventions,
techniques,  marketing plans, strategies,  forecasts, new products,  unpublished
financial statements,  budgets, projections,  licenses, prices, costs, contracts
and  customer  and  supplier  lists  which are not part of the public  domain or
generally known or understood within the industry.

         8.2 In consideration of the compensation  received by Employee from the
Company  and the  covenants  contained  in this  Agreement,  Employee  agrees as
follows:

             8.2.1 All Proprietary Information shall be the sole property of the
         Company and its assigns,  and the Company and its assigns  shall be the
         sole owner of all patents,  copyrights,  and other rights in connection
         therewith. Employee hereby assigns to the Company any and all rights he
         may have or acquired in such  Proprietary  Information.  This Agreement
         does not require  Employee to make an assignment  of an invention  that
         qualifies fully for protection under any provision of Texas Law. At all
         times, both during  Employee's  employment by the Company and after its
         termination,  Employee will keep in strictest  confidence and trust all
         Proprietary  Information  and will not use or disclose any  Proprietary
         Information  without the written consent of the Company,  except as may
         be necessary in the ordinary  course of  performing  Employee's  duties
         under this Agreement.

             8.2.2  All  documents,   records,   equipment  and  other  physical
         property,   whether  or  not  pertaining  to  Proprietary  Information,
         furnished  to Employee by the Company or produced by Employee or others
         in connection with Employee's  employment with the Company shall be and
         remain  the  sole  property  of  the  Company.  In  the  event  of  the
         termination  of  Employee's  employment by Employee or Employer for any


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<PAGE>

         reason,  Employee  will  deliver to the Company all  documents,  notes,
         drawings,  specifications,  programs,  data,  customer  lists and other
         materials of any nature  pertaining to Employee's work with the Company
         and Employee will not take with  Employee or use any of the  foregoing,
         any   reproduction  of  any  of  the  foregoing,   or  any  Proprietary
         Information that is embodied in a tangible medium of expression.

         8.3  Employee  recognizes  that the Company is engaged in a  continuous
program of development and marketing respecting its present and future business.
Employee understands that as part of Employee's employment by the Company he has
been and is expected to make new  contributions of value to the Company and that
Employee's employment has created a relationship of confidence and trust between
Employee and the Company with respect to certain  information  applicable to the
business of the Company or  applicable  to the  business of any  customer of the
Company,  which has been or may be made known to  Employee  by the Company or by
any customer of the Company or which may have been or may be learned by Employee
during the period of Employee's employment by the Company.

         8.4  Employee  shall  execute  and  deliver  to the  Company  all  such
documents,  including applications for patents and copyrights and assignments of
inventions,  patents and copyrights to be issued  therefore,  as the Company may
determine  necessary or desirable to apply for and obtain  letters,  patents and
copyrights on such  assignable  inventions  in any and all  countries  and/or to
protect the interest of the Company or its nominee in such  inventions,  patents
and copyrights,  and to vest title thereto in the Company or its nominee, as the
Company  may  request  from time to time,  during or after  the  termination  of
Employee's employment.  Employee will cooperate with the Company and do whatever
is  necessary  or  appropriate  to obtain  patents,  copyrights  and other legal
protections of inventions,  Proprietary  Information and other projects to which
Employee  contributes,  and Employee hereby authorizes the Company to act as his
agent and  attorney-in-fact and to take whatever action is needed on his part to
carry out this Agreement if Employee is incapacitated  for any reason from doing
so.

         8.5 Employee will keep  adequate  records of  inventions,  all works of
authorship,   other  works  and   Proprietary   Information  to  which  Employee
contributes  during  his  employment,  and will  immediately  make such  records
available to the Company.

         8.6  Notwithstanding  anything  else  in  this  Agreement,  Proprietary
information shall only include such information  disclosed to Employee after the
effective date of this Agreement and shall not include  knowledge,  information,
documents or materials that:

         a.  has entered the public domain without the Employee's  breach of any
             obligation under this Agreement;
         b.  is permitted to be  disclosed by the prior  written  consent of the
             Company;
         c.  has become  known to Employee  from a source other than the Company
             by other than a breach of an obligation of confidentiality  owed to
             the Company;


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<PAGE>

         d.  is or has been  disclosed  by the Company to a third party  without
             restrictions on its disclosure; or
         e.  is  independently  developed  by  Employee  without  breach of this
             Agreement.

9.       COVENANT
         --------

         9.1 In consideration  for the payments to be made under this Agreement,
Employee shall refrain from,  for a period of one (1) year after  termination of
Employee's employment with the Company,  either alone or in conjunction with any
other  person,  or  directly  or  indirectly   through  its  present  or  future
affiliates:

               (a)  seeking  to employ or engage any person who within the prior
         six (6) months had been an officer or employee of the Company;

               (b) causing or  attempting  to cause (i) any client,  customer or
         supplier of the Company to terminate  or reduce its  business  with the
         Company or (ii) any officer,  employee or  consultant of the Company to
         resign, sever or reduce a relationship with the Company; or

               (c) disclosing  (unless  compelled by judicial or  administrative
         process) or using any  confidential or secret  information  relating to
         the Company or any of their respective clients, customers or suppliers.

         9.2 The parties hereto  recognize that the laws and public  policies of
the  various  states of the  United  States may  differ as to the  validity  and
enforceability  of covenants  similar to those set forth in this Section.  It is
the intention of the parties that the  provisions of this Section be enforced to
the fullest extent  permissible under the laws and policies of each jurisdiction
in which  enforcement  may be  sought,  and that  the  unenforceability  (or the
modification  to conform to such laws or  policies)  of any  provisions  of this
Section  shall  not  render  unenforceable,  or  impair,  the  remainder  of the
provisions of this Section.  Accordingly, if any provision of this Section shall
be   determined   to  be   invalid  or   unenforceable,   such   invalidity   or
unenforceability  shall be deemed to apply only with respect to the operation of
such provision in the particular  jurisdiction  in which such  determination  is
made and not with respect to any other provision or jurisdiction.

         9.3 The parties hereto acknowledge and agree that any remedy at law for
any breach of the provisions of this Section would be  inadequate,  and Employee
hereby consents to the granting by any court of an injunction or other equitable
relief,  without the necessity of actual  monetary  loss being proved,  in order
that the  breach or  threatened  breach of such  provisions  may be  effectively
restrained.

         9.4 The Company and Employee acknowledge that the foregoing restrictive
covenants in this Section 9 are essential  elements of this  Agreement and that,
but for the  agreement of Employee to comply with those  covenants,  the Company

                                       7
<PAGE>

would not have agreed to enter into this  Agreement.  The  covenants by Employee
shall be  construed as  agreements  independent  of any other  provision in this
Agreement.

         9.5 The Company and  Employee  intend that the  covenants  contained in
this  Section 9 shall be construed  as a series of separate  covenants,  one for
each county of the States of California  and Texas and one for each State of the
United States.

         9.6 The Company and Employee  understand and agree that, if any portion
of the  restrictive  covenants  set  forth  in  this  Section  9 is  held  to be
unreasonable,  arbitrary,  or against public policy,  then that portion of those
covenants shall be considered  divisible as to time and  geographical  area. The
Company  and  Employee  agree  that,  if any  court  of  competent  jurisdiction
determines that the specified time period or the specified  geographical area of
application  in any  covenant  is  unreasonable,  arbitrary,  or against  public
policy,  then a  lesser  time  period,  geographical  area,  or  both,  that  is
determined to be reasonable, non-arbitrary, and not against public policy may be
enforced against  Employee.  The Company and Employee agree and acknowledge that
they are familiar  with the present and proposed  operations  of the Company and
believe  that  the  restrictive  covenants  set  forth  in  this  Section  9 are
reasonable  with respect to their subject  matter,  duration,  and  geographical
application.


         9.7 The  parties  acknowledge  that  the  status  of  Employee  in this
business and industry is unique and the success of the Company in said  business
is materially  and  substantially  dependent  upon the  continued  employment of
Employee,  and in the event the  employment  of Employee is  terminated  for any
reason,  such  business of The Company  will be  substantially  and  irrevocably
damaged.  In view thereof,  the parties  acknowledge that monetary damages alone
will not fully  compensate The Company in the event Employee fails or refuses to
comply with the terms of this  Section 9 above when  applicable,  and agree that
The Company,  in addition to all other  remedies  provided in law and in equity,
shall have the remedy of injunctive  relief and specific  performance to enforce
the terms of said Section.

10.      LOCATION
         --------

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

11.      NOTICE
         ------

         All notices,  requests and other  communications  hereunder  must be in
writing and will be deemed to have been duly given only if delivered  personally
or by facsimile  transmission  or mailed  (first class  postage  prepaid) to the
parties at the following addresses or facsimile numbers:

Marty van der Hagen
16401 Lone Wolf Drive
Leander, TX 78641


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<PAGE>

If to the Company, to:

JEAN CHARLES INCORPORATED
82449 Avenue 61
Thermal, CA 92274
Facsimile No.: (760) 399-1187


         All  such  notices,  requests  and  other  communications  will  (i) if
delivered personally to the address as provided in this Section, be deemed given
upon  delivery,  (ii) if delivered by facsimile  transmission  to the  facsimile
number as provided in this Section,  be deemed given upon receipt,  and (iii) if
delivered  by mail in the manner  described  above to the address as provided in
this Section,  be deemed given upon receipt (in each case  regardless of whether
such notice,  request or other  communication is received by any other person to
whom a copy of such notice,  request or other  communication  is to be delivered
pursuant to this  Section).  Any party from time to time may change its address,
facsimile  number or other  information for the purpose of notices to that party
by giving notice specifying such change to the other party hereto.

12.      INVALID PROVISION
         -----------------

         The invalidity or unenforceability of any particular  provision of this
Agreement in any jurisdiction  shall not affect the other  provisions  hereof or
the validity of that  particular  provision in any other  jurisdiction,  and the
Agreement  shall  be  construed  in all  respects  as  though  such  invalid  or
unenforceable provisions were omitted only in the jurisdiction in which the same
is held to be invalid or unenforceable.

13.      GOVERNING LAW
         -------------

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Texas.

14.      SUCCESSORS
         ----------

         The rights and duties of Employee  hereunder shall not be assignable by
Employee. This Agreement shall be binding upon and shall inure to the benefit of
any  successor  of the Company and  Employee,  and any such  successor  shall be
deemed  substituted  for  the  Company  or  Employee  under  the  terms  of this
Agreement.  The term  successor as used herein shall  include any person,  firm,
corporation  or other business  entity that at any time, by merger,  purchase or
otherwise, acquires substantially all of the assets or business of the Company.

15.      MODIFICATION
         ------------

         This instrument  constitutes the entire agreement  between the parties,
and may be changed only by an agreement in writing signed by the parties.


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<PAGE>

16.      INTERPRETATION
         --------------
         Sections and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.


17.      COUNTERPARTS
         ------------

         This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.  Signatures may be exchanged by telecopy, with original
signatures to follow. Each of the parties hereto agrees that it will be bound by
its own telecopied  signature and that it accepts the  telecopied  signatures of
the other  parties to this  Agreement.  The  original  signature  pages shall be
forwarded  to the Company or its  counsel  and the  Company or its counsel  will
provide all of the parties hereto with a copy of the entire Agreement.



                                       10
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly  authorized  officer of each party hereto as of the date first above
written.

THE COMPANY:                                    EMPLOYEE:

JEAN CHARLES INCORPORATED,
a UTAH corporation

BY:----------------------------                 -----------------------------
      Steve Yeoman, President                   Marty van der Hagen

BY:-------------------------------
   Suzanne K. Borcherds, Secretary




                                       11
<PAGE>

                                   EXHIBIT "B"

                              TERMINATION STATEMENT

         This is to  certify  that I do not  have in my  possession,  nor have I
failed to return any records,  documents,  computer  disks,  tapes or printouts,
sound recordings,  customer lists, photographs, data, specifications,  drawings,
blueprints,  reproductions,  sketches,  notes, reports,  proposals, or copies of
them, or other documents or materials, equipment, samples, prototypes, models or
other  property  belonging  to JEAN CHARLES  INCORPORATED,  its  successors  and
assigns (hereafter referred to as "the Company").

         I further certify that I have complied with and will continue to comply
with all the terms of the Employment  Agreement (the  "Agreement")  signed by me
with the Company, including the reporting of any inventions (as defined therein)
conceived or made by me covered by the Agreement.

         I further agree that in compliance with the Agreement,  I will preserve
as confidential all trade secrets,  confidential or proprietary  information (as
defined therein),  knowledge,  data, or other information  relating to products,
inventions,   processes,  designs,  customer  lists,  or  other  subject  matter
pertaining  to any  business  of the Company or any of its  clients,  customers,
consultants, licensees, or affiliates.



                                                --------------------------------
                                                      Marty van der Hagen

                                                DATED:
                                                      --------------------------





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<PAGE>