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                                                                    EXHIBIT 10.3



December 7, 1999

Jeanne Eller McDougall
802 Wilkinson Drive NE
Leesburg, VA 20176

Dear Jeanne:

It's been a pleasure to meet with you regarding the opportunities and challenges
at Jenny Craig, and this letter will formalize our employment offer to you.
While your duties will involve the broad spectrum of Jenny Craig Inc.'s
business, the following is an outline of the specific responsibilities you will
assume, and the other issues we discussed, upon your joining the Company:

1.   Your position will be Vice President, Communications reporting directly to
     Duayne Weinger, Chief Administrative Officer (CAO).

2.   The duties for this position involve the oversight and responsibility for
     the Company's public relations function including developing a corporate
     vision and strategic plan which supports the company's business goals. You
     will interact with all levels of management to define and prioritize
     internal and external customer needs as well as perform similar and
     incidental duties as required.

3.   Your annual compensation will be one hundred and fifty thousand dollars
     ($150,000) per year payable on a bi-monthly basis (the 10th and the 25th).
     Your reporting date is January 3, 2000. Your performance review will be
     every January 3. For the remainder of this fiscal year (FY00) you will also
     be eligible to participate in any executive incentive compensation plan
     that might be initiated. Your bonus, if a plan is implemented, will be
     pro-rated from your date of hire to June 30, 2000.

4.   You will receive an option to purchase twenty-five thousand (25,000) shares
     of common stock of the Company in concert with the Company's Stock Option
     Plan and subject to Board approval. The option price will be the average of
     the high and low price for a share of JCI common stock on the New York
     Stock Exchange on the day you begin your employment. The vesting period for
     options will be over a four (4) year period in four (4) annual equal
     installments of twenty five percent (25%), the first of which will vest on
     the first anniversary of your employment with the Company.


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Jeanne McDougall
December 7, 1999
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5.   Upon joining the Company you will be afforded the same fringe benefit
     opportunities as other senior executives in the Company, e.g., group
     health, life, disability, 401(k), upon your initial hire date you will
     begin accruing Paid-Time-Off (PTO) at the rate of 6 hours per pay period or
     18 days per year. The Company may modify these plans as well as the written
     policies of the Company from time to time.

6.   The Company wishes to assist you with your relocation to San Diego by
     providing you with a $24,000 interest free loan. The terms and conditions
     of this loan include a repayment schedule at the rate of $2,000 per month.
     You will need to sign a Promissory Note for this loan. In addition to this
     loan, we will provide three (3) coach fare round trips per year for your
     daughters, to visit their father. The Company will be not responsible for
     the safety and health of your children while they are traveling or
     otherwise. This arrangement will terminate upon the 18th birthday of each
     of your daughters or sooner if you are no longer employed by the Company.

7.   The Company will pay the expense of moving the reasonable and ordinary
     household effects to San Diego, including packing and unpacking,
     transportation, and insurance. If needed, Company will also reimburse you
     for reasonable and ordinary storage charges on household furniture until
     your purchase of a new home in San Diego not to exceed 60 days

8.   The Company shall have the right to terminate your employment at any time,
     with or without cause, by written notice to you. If your employment is
     terminated by the Company without cause, or by you within ninety (90) days
     following a change of control of the Company, upon receipt of a general
     release signed by you, you will receive a severance payment equal to your
     then current annual salary payable in twelve (12) equal monthly
     installments. Further, if your employment is terminated, all compensation,
     benefits, and rights you may have under this Agreement will terminate on
     the date of termination of employment, except your right to receive the
     severance payment described above and your rights under the Company's Stock
     Option Plan. For purposes of this agreement, "cause" shall mean your death,
     disability (the inability to perform services for a period of one hundred
     twenty (120) days in any consecutive twelve (12) month period), a breach of
     this agreement or your duty of loyalty to the Company, willful misconduct
     or negligence in the performance of the duties contemplated hereby, your
     conviction of a felony, or conduct by you which brings you or the Company
     into public disrepute, or which could have a substantial adverse effect on
     the Company or its business.

9.   You agree that at all times, both during and after your employment by the
     Company, you will not use or disclose to any third party any information,
     knowledge or data not generally known to the public which you may have
     learned during your employment by the Company which relates to the
     operations, business or other affairs of the Company. You agree to comply
     with all procedures which the Company may adopt from time to time to


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Jeanne McDougall
December 7, 1999
Page 3


     preserve the confidentiality of any information and immediately following
     termination of your employment to return to the Company all materials
     created by you or others which relate to the operations, business or other
     affairs of the Company. You agree that for a period of two (2) years
     following termination of your employment you will not, directly or
     indirectly (a) employ or engage as an independent contractor or seek to
     employ, engage or retain any person, who, during any portion of the two (2)
     years prior to the date of termination of your employment was, directly or
     indirectly, employed as an employee, engaged as an independent contractor
     or otherwise retained by the Company; or (b) induce any person or entity to
     leave his employment with the Company, terminate an independent contractor
     relationship with the Company or terminate or reduce any contractual
     relationship with the Company.

10.  You and the Company agree that if either party alleges a violation of the
     terms of this offer letter, or any other disagreements or disputes arise in
     connection with this letter or your employment or termination of your
     employment, any such disputes shall be settled exclusively by arbitration
     in the City of San Diego by one or more experienced labor and employment
     law arbitrator(s) licensed to practice law in California and selected in
     accordance with the commercial arbitration rules of the American
     Arbitration Association. This arbitration agreement includes, but is not
     limited to, any claim based on state or federal laws regarding: age, sex,
     pregnancy, race, color, national origin, marital status, religion, veteran
     status, disability, sexual orientation, medical condition, or other
     anti-discrimination or no-retaliation laws, including, without limitation,
     Title VII, the Age Discrimination In Employment Act, the Americans With
     Disabilities Act, the Equal Pay Act, and the California Fair Employment and
     Housing Act, all as amended. You and the Company understand and agree that
     they are both waiving any right to a jury trial based on these claims. The
     arbitrator(s) cannot have the power to modify any of the provisions of this
     offer letter. The arbitrator(s) decision shall be final and binding upon
     both you and the Company and judgment upon the award rendered by the
     arbitrator(s) may be entered in any court having jurisdiction.

11.  Should any provision of this agreement be declared or be determined by an
     arbitrator or any court to be illegal or invalid, the validity of the
     remaining parts, terms, or provisions shall not be affected thereby and
     said illegal or invalid part, term or provision shall be deemed not to be a
     part of this agreement.

12.  This agreement does not restrict the Company's right to pursue claims and
     obtain injunctive relief and/or other equitable relief, including but not
     limited to claims for unfair competition and/or the use and/or unauthorized
     disclosure of trade secrets or confidential information, as to which the
     Company may seek and obtain relief from a court of competent jurisdiction.


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Jeanne McDougall
December 7, 1999
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13.  Only you or an official of the Company may amend this offer letter only in
     writing.

Please sign this letter below and fax it to Roberta C. Baade, Vice President,
Human Resources 858-812-2792 by 5:00 P.M. (PDT) on December 10, 1999 at which
time this offer will expire. If you have any questions or concerns about this
offer, please don't hesitate to call me (858-812-2414) or Roberta
(858-812-2130).

Jeanne, we are looking forward to your joining Jenny Craig and the experience
and knowledge you will bring in helping us achieve new heights. I personally
look forward to working with you and to having your assistance in the many
challenges ahead.

Sincerely,



Sid Craig
Chairman and CEO

Accepted and agreed:



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Print Name                                   Signature                Date

cc:     Roberta C. Baade