EXHIBIT 10.26

                           EMPLOYMENT AGREEMENT


  This Agreement is made and entered into this 7th day of August 1999, by
  and between BeautiControl ("Company") with offices at 2121 Midway Road,
  Carrollton  Texas 75006  and Sheila O'Connell  Cooper ("Employee")  who
  resides at [ deleted for confidentiality ].

  NOW, THEREFORE in  consideration of the  premises and mutual  covenants
  contained in this agreement the parties agree as follows:

  1.  Sheila O'Connell Cooper shall  be employed by  BeautiControl in the
    position   of  President  and   Chief  Operating  Officer   effective
    September 1, 1999.  She will be  given the authority consistent  with
    her position to make decisions and implement those decisions.

  2.  BeautiControl agrees to pay Employee on or before September 1, 1999
    a signing bonus of $200,000.

  3.  Employee will receive a base salary of $450,000.00 per year.

  4.  It is agreed that Employee  will have an  annual bonus Potential of
    1OQ% of base salary with 50% of that number as a guaranteed bonus  to
    be paid on before 30  days following the closing of Company's  fiscal
    year.  The remainder shall be subject to mutually set detailed  bonus
    parameters  based  on an  expectation  of  10% top  line  growth  and
    profitability in the core business for fiscal year 2000.

  5.  BeautiControl  agrees to  pay  Employee  on Emp1oyee's last  day of
    employment with Company an exit guarantee of eighteen (18) months  of
    base salary  of $450,000 or  Employee's current  salary whichever  is
    higher  should  BeautiControl  elect  not  to  undertake  to   employ
    Employee after this  agreement is signed or to terminate  Ernp1oyee's
    employment or make  continued employment ineffectual unless  Employee
    is found guilty  of fraud or a  criminal offense directly related  to
    her employment.

  6.  BeautiControl agrees to grant Employee  effective September 1, 1999
    an initial grant of 500,000 shares of stock options on  BeautiControl
    stock at current  market price on September  1, 1999 with 250,000  of
    said  options vesting  at 33  1/3%  each year  over three  years  and
    250,000  of said  stock options  vesting at  20% per  year over  five
    years.  Employee will remain eligible for grants of additional  stock
    options.

  7.  Should there be a change  of  control in  the Company  ("change  of
    control"), it  is agreed that  the annual bonus  referred to in  Item
    Four above  will be paid  at 100% for  the fiscal  year during  which
    such change of control or sale of interest occurs.  It is also agreed
    that  the  stock  options   referred  to  in  Item  Six  above   will
    immediately  become 100%  vested and  exercisable  upon a  change  of
    control in or  sale of interest in the  Company.  The exit  guarantee
    as set  forth in Item  Five will be  immediately payable to  Employee
    should  either Employee  or the  new  control entity  determine  that
    Employee's  employment  not  continue at  the  time  such  change  of
    control in or sale of interest occurs.
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  8.  Immediately, upon Employee's employment, the BeautiControl Board of
    Directors will  convene to vote upon  appointment of Employee to  the
    Board of Directors,

  9.  A Company automobile will be provided (a Mercedes 400 or equivalent
    at  Emp1oyee's  discretion).  Company  agree  to  bear  all  expenses
    related to  the lease, insurance, maintenance and operating  expenses
    of said vehicle.

  10.  Employee will be immediately eligible to participate in  Company's
    401k program

  11.  Employee and  Employee's spouse  will be  immediately eligible  to
    participate  in Company's medical  and dental  plans with  Employee's
    coverage to be provided at no cost to Employee.

  12.  Company agrees to  provide Employee  with Term  Life Insurance  in
    amount  not  less that  one  million dollars;  Additional  Accidental
    Death  and  Dismemberment coverage  of  at least  $800,000;  Business
    Travel  Accident  Insurance  coverage  of  at  least  $500,000;   and
    Personal  Excess Liability  Insurance  of at  least $5  million  with
    coverage  equal to the  attached Exhibit A  at no  cost to  Employee.
    Company also  agrees to provide Medical Leave  in the amount of  100%
    of salary  for six months  paid by Company  and Long Term  Disability
    coverage of  at least 60%  of salary with  a $20,000 monthly  maximum
    benefit after  six months of  medical leave paid  by Company or  such
    higher  benefit as  may be  available under  current Company  benefit
    plans.

  13.  Company will pay monthly dues for  membership for Employee in  the
    country club where  Employee currently belongs.  Company also  agrees
    to pay for annual financial planning for Employee.

  IN WITNESS WHEREOF, the parties hereto have caused his Agreement to  he
  executed by their duly authorized representative  as of the date  above
  written.

  BeautiControl                                  Employee

  /s/                                            /s/
  -------------------------------                -----------------------
  Richard W. Heath, President/CEO                Sheila O'Connell Cooper

  /s/
  -------------------------
  Jinger L. Heath, Chairman