April 5, 2001

The Chase Manhattan Bank
P.O. Box  2558
Houston, TX 77252

Attention: Bruce A. Shilcutt

RE:      SURREY, INC., a Texas Corporation

Gentlemen:

This letter will  confirm our  understanding  with you that The Chase  Manhattan
Bank ("Chase")  consents to the agreement reached between Surrey,  Inc. and Jean
Charles Incorporated,  a Utah corporation, a copy of which Agreement is attached
to  this  letter  as  Exhibit  A.  This  consent  is  subject  to the  following
conditions:

1.       Chase must be promptly  reimbursed by Surrey,  Inc. and/or Jean Charles
         Incorporated for any and all costs and expenses, not to exceed $10,000,
         incurred  by  Chase  (including  attorneys'  fees) in  connection  with
         Chases' consent  contained herein (with the execution of this letter by
         Surrey,  Inc. and Jean Charles  Incorporated  formally  evidencing such
         agreement).

2.       Surrey,  Inc. and Jean  Charles  Incorporated  must provide  Chase with
         current corporate authority  documents,  in the form required by Chase,
         or  other  satisfactory  evidence  confirming  that all  approvals  and
         authorizations  have been  received  with  respect to the  transactions
         contemplated by the Purchase and Sale Agreement and the Guaranty.

Chase's  consent,  which is evidenced  hereby,  shall not be  considered  as any
further  approval or consent by Chase to any further actions  requiring  Chase's
consent.  Chase's  consent  contained  herein  shall not be construed as Chase's
agreement  to  release  any of its  liens,  security  interests  or  assignments
(collectively the "Liens") securing the debt of Surrey,  Inc. to Chase.  Subject
to the automatic reinstatement provisions of the loan documents,  Liens relating
to accounts  receivable  and inventory  will be released by Chase once Chase has
received $3,000,000 from the following sources:

a)       All accounts  receivables  reflecting  any and all debts accruing on or
         before  April 1,  collected  by the Buyer  and  Seller  and  thereafter
         transmitted to Chase Bank within three (3) business days of collection.

b)       Lease payments received from Jean Charles for the month-to-month  lease
         of the Trails End real estate at a rental of $10,000.00 per month, with
         the first of such  monthly  rental  payments due on the date hereof and
         subsequent  payments (if the lease  continues for future months) on the
         same calendar day of each such succeeding calendar month.


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c)       Ten  percent of sales  revenue  paid to Chase on a weekly  basis,  such
         payments  to be made on or before the third  business  day of each week
         for sales of the preceding week.

Jean Charles guarantees that this $3,000,000 will be paid within 180 days of the
signing of this letter. Any shortfall at the end of the 180 days will be paid by
Jean Charles,  without demand, no later than the date 181 days after the date of
this letter.  Jean Charles will evidence this obligation by executing a Guaranty
Agreement, in the form attached to this letter as Exhibit B.

Notwithstanding   Chase's  consent  to  the  execution  of  the  Asset  Purchase
Agreement,  Chase  formally  reserves  any and all rights and  remedies to which
Chase is entitled  under the loan  documents  relating to the loans for Chase to
Surrey, Inc. as a result of the continuing  defaults under such loans.  However,
as long as  Surrey/Jean  Charles make the payments  detailed in (a) to (c) above
and perform their other obligations under this letter and as long as Surrey/Jean
Charles uses their best  efforts to sell the Trails End real estate,  then Chase
agrees to forbear from taking any action against Surrey,  Inc. or exercising any
other rights or remedies  under the loan  documents or applicable law on account
of such defaults, for a period of time commencing on the date of this letter and
terminating on the date 180 days from the date of this letter.

By its  execution  hereof,  Chase hereby  consents to the tender  provisions  of
Section 8.5 of the Asset Purchase Agreement, as long as such tender offer occurs
after payment to Chase of $3,000,000.00  from the sources detailed in (a) to (c)
above or otherwise after satisfaction in full of the obligations of Jean Charles
Incorporated under the Guaranty Agreement.

This letter embodies the entire agreement and understanding  between the parties
with respect to the subject matter hereof and  supersedes all prior  agreements,
consents and understandings relating to such subject matter.

IN CONSIDERATION OF THE AGREEMENT OF CHASE TO FORBEAR FROM EXERCISING ITS RIGHTS
AND REMEDIES ON ACCOUNT OF THE  CONTINUING  DEFAULTS OF SURREY,  INC.  UNDER THE
LOANS,  SURREY,  INC. HEREBY RELEASES,  DISCHARGES AND ACQUITS FOREVER CHASE AND
ITS OFFICERS, DIRECTORS,  TRUSTEES, AGENTS, EMPLOYEES AND COUNSEL (IN EACH CASE,
PAST, PRESENT OR FUTURE) FROM ANY AND ALL CLAIMS EXISTING AS OF THE DATE HEREOF.
AS USED HEREIN,  THE TERM "CLAIM"  SHALL MEAN ANY AND ALL  LIABILITIES,  CLAIMS,
DEFENSES, DEMANDS, ACTIONS, CAUSES OF ACTION, JUDGMENTS, DEFICIENCIES, INTEREST,
LIENS, COSTS OR EXPENSES (INCLUDING COURT COSTS, PENALTIES,  ATTORNEYS' FEES AND
DISBURSEMENTS,  AND  AMOUNTS  PAID IN  SETTLEMENT)  OF ANY  KIND  AND  CHARACTER
WHATSOEVER,   INCLUDING  CLAIMS  FOR  USURY,  BREACH  OF  CONTRACT,   BREACH  OF
COMMITMENT, NEGLIGENT MISREPRESENTATION OR FAILURE TO ACT IN GOOD FAITH, IN EACH
CASE  WHETHER  NOW KNOWN OR  UNKNOWN,  SUSPECTED  OR  UNSUSPECTED,  ASSERTED  OR


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UNASSERTED  OR  PRIMARY  OR  CONTINGENT,  AND  WHETHER  ARISING  OUT OF  WRITTEN
DOCUMENTS,  UNWRITTEN UNDERTAKINGS,  COURSE OF CONDUCT, TORT, VIOLATIONS OF LAWS
OR REGULATIONS OR OTHERWISE.

                NOTICE PURSUANT TO TEX. BUS. & COMM. CODEss.26.02

THIS  AGREEMENT  CONSTITUTES A WRITTEN LOAN  AGREEMENT AND  REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

If you have any questions,  please give me a call. If not, then would you please
sign a copy of this  letter and  return it by U.S.  Mail but also send us one by
fax to 760-399-1187.

     JEAN CHARLES INCORPORATED



     BY: ___________________________________
             Steve Yeoman, President


     SURREY, INC



     BY: _______________________________________
     ITS: ______________________________________


     CONSENTED TO AS PROVIDED ABOVE:
     THE CHASE MANHATTAN BANK



     BY: _______________________________________
     ITS: ______________________________________


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