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                                                                    EXHIBIT 10.1


                            [JENNY CRAIG LETTERHEAD]

April 1, 1999

Mr. Jack F. O'Connor
3931 Palomar Drive
Fallbrook, CA 92028

Dear Jack:

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, Information Systems reporting directly
    to me.

2.  The duties for this position involve the oversight and responsibility for
    the Company's Information Systems function including developing a corporate
    vision and strategic plan which supports the company's business goals. Act
    as the chairperson for the Y2K project. Develop company standards and
    criteria for hardware and software systems and vendors at both the mainframe
    and desktop levels. 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 seventy thousand dollars
    ($170,000) per year payable on a bi-monthly basis (the 10th and the 25th).
    Your reporting date is April 12, 1999. Your performance review will be every
    April 12th. You will also be eligible to participate in the Company's
    Executive Incentive Compensation Plan for fiscal year 2000, which will begin
    on July 1, 1999.

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. 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. If your employment is terminated by the Company
    without cause, all options not then exercisable will become exercisable.

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 PTO at the rate of 8 hours per pay period or 24 days per year to a
    maximum of 36
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    days. The Company may modify these plans as well as the written policies of
    the Company from time to time.

6.  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.

7.  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 affairs of the Company. You agree to comply with all
    procedures which the Company may adopt from time to time to 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 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 to 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.

8.  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.

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    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.

9.  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.

10. 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.

Please sign this letter below and fax it to Roberta C. Baade, Vice President,
Human Resources 619-812-2713 prior to 5:00 P.M. on April 5, 1999 at which time
this offer will expire. A copy will be furnished to you when you report to work
on April 12, 1999. If you have any questions or concerns about this offer,
please don't hesitate to call me (619-812-2180) or Roberta (619-812-2130).

Jack, 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,

/s/ MICHAEL L. JEUB
-------------------------
Michael L. Jeub

Accepted and agreed:

JACK O'CONNOR                  /s/ JACK O'CONNOR                        4/5/99
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Print Name                     Signature                                Date

cc: Roberta C. Baade