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                                                                    EXHIBIT 10.1



                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of January, 1999, by and between WYNN'S INTERNATIONAL, INC., a
Delaware corporation with its principal offices in Orange, California
("Corporation"), and JAMES CARROLL, an individual residing in Lebanon, Tennessee
("Executive").

                                    W I T N E S S E T H :

        WHEREAS, Executive presently serves as Chairman of the Board and Chief
Executive Officer of Corporation pursuant to an employment agreement dated as of
December 10, 1997 between Corporation and Executive (the "Prior Employment
Agreement"); and

        WHEREAS, Corporation desires to continue to retain the services of
Executive, whose experience, knowledge and abilities with respect to the
business and affairs of Corporation and its subsidiaries are extremely valuable
to Corporation; and

        WHEREAS, the Board of Directors of Corporation (the "Board of
Directors") and the Compensation Committee (the "Committee") of the Board of
Directors recognize that the continuing possibility of an unsolicited tender
offer or other takeover bid for Corporation is unsettling to Executive and other
senior executives of Corporation and, therefore, to enhance the value of
Corporation for the benefit of its stockholders, desire to make arrangements to
help assure the continuing dedication by Executive to Executive's duties to
Corporation, notwithstanding the occurrence of a tender offer or takeover bid;
and

        WHEREAS, in particular, the Board of Directors and the Committee believe
it is important, should Corporation receive proposals from third parties with
respect to its future, to enable Executive, without being influenced by the
uncertainties of Executive's own situation, to assess and advise the Board of
Directors whether such proposals would be in the best interests of Corporation
and its stockholders, and to take such other action regarding such proposals as
the Board of Directors might determine to be appropriate; and

        WHEREAS, the Board of Directors and the Committee also wish to
demonstrate to Executive and other senior executives of Corporation that
Corporation is concerned with the welfare of its executives and intends to see
that loyal executives are treated fairly; and

        WHEREAS, in view of the foregoing and in further consideration of
Executive's employment with Corporation, the Board of Directors and the
Committee have determined that it is in the best interests of Corporation and
its stockholders for
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Corporation to agree to pay Executive termination compensation in the event
Executive should leave the employ of Corporation under certain circumstances;

        NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and promises of the parties set forth below, the parties hereby agree
as follows:

        1.     Duties.

               (a) Corporation hereby continues to employ Executive as Chairman
        of the Board and Chief Executive Officer of Corporation during the term
        of this Agreement, with powers and duties consistent with such
        positions. Executive, during the term of this Agreement, shall perform
        such additional or different duties, and accept the election or
        appointment to such other offices or positions, as may be mutually
        agreeable to Executive and the Board of Directors. Executive agrees to
        serve in such executive offices and directorships in other subsidiaries
        or affiliated companies of Corporation as he may be requested to do
        throughout the term of this Agreement without additional fixed
        compensation.

               (b) Executive shall be employed at Corporation's headquarters in
        Orange County, California, and shall devote substantially his full time
        and efforts to perform his duties faithfully, diligently and to the best
        of his ability to advance the interests of Corporation; subject,
        however, to reasonable working hours, conditions and vacations as are
        consistent with his position and with due regard to the preservation of
        his good health. Nothing herein shall be deemed to preclude or prohibit
        Executive from performing during regular business hours services within
        the business and civic community which are customary for persons in
        similar capacities, including, without limitation, serving on boards of
        other companies, advisory groups, committees and panels, but only in
        furtherance of and not to the detriment of his principal duties
        hereunder. Further, Corporation shall give Executive a reasonable
        opportunity to perform his duties and shall not expect Executive to
        devote more time hereunder, nor assign duties or functions to Executive,
        other than as may be customary and reasonable for an executive in
        Executive's position.

        2.     Compensation.

               (a) Effective as of January 1, 1999, and during the entire term
        of this Agreement, Corporation shall pay to Executive an annual salary
        of not less than Six Hundred Thousand Dollars ($600,000.00), payable in
        equal installments on Corporation's regular payroll dates, for any and
        all services which Executive may render to Corporation.

               (b) The Board of Directors annually shall review the amount of
        Executive's salary, and shall, when the Board of Directors in its sole
        judgment deems it appropriate, make adjustments in the amount of such
        salary. Any such



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        adjustments shall take effect on the date established by the Board of
        Directors. Nothing herein shall be construed to authorize or empower any
        reduction of Executive's salary below his then current rate of salary by
        the Board of Directors or otherwise during the term of this Agreement.
        The Committee, in accordance with customary policy, shall make such
        recommendations to the Board of Directors as it believes are appropriate
        with respect to salary adjustments hereunder.

        3. Expenses. Corporation will reimburse Executive for all usual,
reasonable and necessary expenses paid or incurred by him in the performance of
his duties hereunder, subject to the right of Corporation at any time to place
reasonable limitations on expenses thereafter to be incurred or reimbursed.

        4. Employee Benefits. Executive shall be entitled to and shall receive
all other benefits of employment generally available to other executives of
Corporation, including, among other things, participation in any hospital,
surgical, medical or other group health and accident benefit plans, life
insurance benefits, and Corporation's annual vacation plan. In addition,
Executive will be entitled to participate in all incentive compensation, stock
option, profit sharing, pension, retirement or bonus plans as from time to time
may be in existence during the term of this Agreement in accordance with their
respective terms and provisions, but, to the extent participation or the amount
of participation is at the discretion of the Board of Directors or any committee
thereof, then Executive's participation shall likewise be solely subject to such
discretion.

        5.  Term and Termination.

            (a) The term of this Agreement shall commence on the date hereof and
        shall terminate upon the first to occur of the following events:

                   (i) December 31, 2001 (the "Last Day of the Stated Term");

                   (ii) The death or permanent disability of Executive;

                   (iii) The 30th day following written notice from Corporation
               to Executive; or

                   (iv) Executive is discharged for Cause.

            (b) If Executive dies or becomes permanently disabled during the
        term of this Agreement, this Agreement shall terminate on the last day
        of the month during which his death or permanent disability, as the case
        may be, occurred. Commencing thirty (30) days after the date of such
        termination, there shall be paid to Executive or Executive's
        representative in the event of permanent disability, or to his executor
        or estate in the event of death, an amount equal to one year of
        Executive's then current salary, payable in twelve (12) equal monthly
        installments. If Executive is absent from employment or unable to render
        services



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        hereunder on a full-time basis by reason of physical or mental illness
        or disability for six (6) months or more in the aggregate in any twelve
        (12) month period during the term of this Agreement, Executive shall be
        considered permanently disabled.

            (c) If Corporation should terminate this Agreement pursuant to
        Section 5(a)(iii):

                      (i) Executive shall immediately cease to be Chairman of
               the Board and Chief Executive Officer of Corporation, and each
               other office or position Executive then holds, and if requested
               by a majority of the Board of Directors of Corporation, shall
               immediately resign from the Board of Directors and from any of
               the Boards of Directors of any of Corporation's subsidiaries of
               which Executive may be a member.

                      (ii) Corporation shall be obligated and shall continue to
               pay Executive an amount equal to his then current salary but at a
               rate of not less than Six Hundred Thousand Dollars ($600,000.00)
               per annum from the date of such termination until the Last Day of
               the Stated Term. Such payments shall be made in installments
               payable as provided in Section 2(a) hereof. Corporation also
               immediately shall pay Executive in a lump sum an amount equal to
               the amount of the remaining unpaid portion of any yearly
               incentive compensation award, and the amount, if any, of any
               forfeiture of Executive's interest in any profit sharing plan in
               which Executive is a participant.

                      (iii) For the purposes of participation in any hospital,
               surgical, medical or other group health and accident insurance
               and group life insurance plans maintained by Corporation,
               Executive shall continue to be an employee of Corporation through
               the Last Day of the Stated Term. Except for such purposes, unless
               the Board of Directors otherwise determines by resolution,
               Executive shall not continue to be an employee of Corporation for
               any other purposes and shall not be entitled to continue to
               participate in Corporation's Retirement Plan or 401(k) Plan, or
               in any other plans, programs and benefits of Corporation;
               provided, however, nothing herein shall preclude Executive from
               any vested rights or benefits he may have in such plans on the
               effective date of termination. If a contrary determination is
               made by the Board of Directors, the duties of Executive shall be
               only as mutually agreed upon by Executive and Corporation, and
               may be refused by Executive without penalty hereunder.

                      (iv) If termination shall be without Cause under Section
               5(a)(iii), all stock options granted to Executive prior to the
               date of this Agreement under any stock option plan of Corporation
               (other than Corporation's Employee Stock Purchase Plan),
               notwithstanding the



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               provisions of any stock option plan or agreement, shall vest
               immediately and become exercisable by Executive. Nothing herein
               shall otherwise affect the obligations of Corporation or
               Executive under the terms of such stock option agreement, which,
               except for the provisions hereof, shall be otherwise enforceable
               in accordance with its terms.

                      (v) Any benefits of indemnification provided by the
               By-Laws of Corporation or in any Indemnification Agreement
               between Corporation and Executive shall be continued for the
               benefit of Executive, and any officers' and directors' liability
               insurance which may be maintained by Corporation and outstanding
               on the date of termination shall be continued for the benefit of
               Executive for such reasonable period of time as may be determined
               by the Board of Directors to afford protection to Executive.

               (d) Corporation agrees that its obligations for the continuation
        of Executive's salary and other benefits in accordance with Sections
        5(c)(ii) through 5(c)(v) above shall be absolute and unconditional, and
        the amounts due under Sections 5(c)(ii) and 5(c)(iii) above or Section
        15 shall not be subject to offset, reduction or mitigation for any
        reason whatsoever; provided, however, that if Executive should breach
        any other provision of this Agreement while he is receiving benefits
        pursuant to Sections 5(c)(ii) through 5(c)(v) above, all obligations of
        Corporation hereunder shall cease to be effective on the actual date of
        such breach.

               (e) "Cause" as used in Section 5(a)(iv) shall mean only gross
        negligence, dishonesty, incompetence, a willful breach of this
        Agreement, or violation of any reasonable rule or regulation of the
        Board of Directors, the violation of which results in significant damage
        to Corporation and with respect to which, except in the case of
        incompetence or dishonesty, Executive fails to correct or make
        reasonable efforts to correct within a reasonable time after receipt of
        written notice thereof. "Cause" shall be determined only by the
        affirmative vote of a majority of the authorized number of the Board of
        Directors (excluding, for this purpose, Executive) at a meeting for
        which notice has been given that it is proposed to consider the issue of
        "Cause" or at a meeting occurring not less than seven (7) days after a
        meeting at which one or more directors indicate an intention to present
        a motion to such effect.

               (f) If Corporation should terminate this Agreement pursuant to
        Section 5(a)(iv), this Agreement shall terminate immediately or at such
        later date as shall be designated by the Board of Directors and all of
        Executive's rights hereunder shall terminate effective upon such
        termination. Except as otherwise specified in any notice of termination,
        Executive shall not continue thereafter to be an employee of Corporation
        for any purpose and all rights Executive might thereafter have as an
        employee pursuant to any plan or understanding shall cease.



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        6. Confidential Information. Executive agrees that he will not at any
time, both during and after the term of this Agreement, divulge, furnish or make
accessible to any party (except to an entity which shall succeed to the business
of Corporation or its subsidiaries, and except as may be required in the conduct
of the regular course of business of Corporation or its subsidiaries, or as
specifically authorized by the Board of Directors or as may be required by law)
any trade secrets, patents, patent applications, inventions or customers of
Corporation or of any subsidiary of Corporation until such time as such
information has been disclosed to the public otherwise than by Executive.

        7. Restrictive Covenant During Term. Executive agrees that until the
Last Day of the Stated Term, he will neither directly nor indirectly engage in a
business competing with any of the businesses conducted by Corporation or any of
its subsidiaries, nor without the prior written consent of the Board of
Directors, directly or indirectly, have any interest in, own, manage, operate,
control, be connected with as a stockholder, joint venturer, officer, employee,
partner or consultant, or otherwise engage, invest or participate in any
business which shall be competitive with any of the businesses conducted by
Corporation, or by any subsidiary of Corporation; provided, however, nothing
contained in this Section 7 shall prevent Executive from investing or trading in
stocks, bonds, commodities, securities, real estate, or other forms of
investment for his own benefit (directly or indirectly), so long as such
investment activities do not significantly interfere with Executive's services
to be rendered hereunder and, to the extent that such investment activities
would, but for this proviso, be prohibited hereby, would not be material either
to Executive or the concern in which such investment is made.

        8. Approval by Corporation. This Agreement has been approved by the
Board of Directors in accordance with the authority granted and restrictions
imposed by action of the Board of Directors. It shall be executed by the
President and Chief Operating Officer or other duly qualified officer.

        9. Waiver or Modification. Any waiver, alteration or modification of any
of the provisions of this Agreement or cancellation or replacement of this
Agreement shall not be valid unless made in writing and signed by the parties
hereto.

        10. Construction. Except as to matters of internal corporate policy and
regulation, which shall be governed by the laws of the State of Delaware (the
state of incorporation of Corporation), this Agreement shall be governed by the
laws of the State of California. If any litigation shall occur between Executive
and Corporation which litigation arises out of or as a result of this Agreement
or the acts of the parties hereto pursuant to this Agreement, or which seeks an
interpretation of this Agreement, the prevailing party shall be entitled to
recover all costs and expenses of such litigation, including reasonable
attorneys' fees and costs.



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        11.    Binding Effect.

               (a) The rights and obligations of Corporation under this
        Agreement shall be binding upon any successor or assigns of Corporation.
        In the event of any consolidation or merger of Corporation into or with
        another corporation, such other corporation shall assume this Agreement
        and shall become obligated to perform all of the terms and conditions
        hereof, and Executive's obligations hereunder shall continue in favor of
        such other corporation.

               (b) If Corporation shall adopt a plan of liquidation or be or
        become a party to any action which has the substantive effect of finally
        terminating its business and affairs, all sums which would have been
        payable to Executive during the remaining term of this Agreement
        (assuming the continuation of Executive's then salary through the Last
        Day of the Stated Term) shall become due and payable to Executive not
        later than the effective date of such plan or action; except in the case
        of a liquidation of Corporation into an acquiring company or subsidiary
        of such acquiring company after a consolidation or merger of Corporation
        into or with another corporation, and the rights and obligations of
        Corporation under this Agreement are expressly assumed by the acquiring
        company as part of the plan of liquidation.

               (c) This Agreement supersedes all prior and contemporaneous
        agreements, amendments, memoranda or understandings, express or implied
        and written or oral, between Corporation and Executive.

        12. Waiver. Waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of any other provision of this Agreement.

        13. Counterparts. This Agreement may be executed in any number of
identical counterparts, each of which shall be construed as an original for all
purposes, but all of which taken together shall constitute one and the same
Agreement.

        14. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to be effective (i) upon
receipt if delivered in person, (ii) upon receipt if sent by registered or
certified United States mail, return receipt requested and postage and fees
prepaid, to the addresses of the parties set forth below, or such other address
as shall be furnished by notice hereunder by any such party or (iii) twenty-four
hours after having been sent by Federal Express or other overnight delivery
service to such address:

               Corporation:         500 North State College Boulevard
                                    Suite 700
                                    Orange, California 92868



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               Executive:           680 Palmer Road
                                    Lebanon, Tennessee 37090

No failure or refusal to accept delivery of any envelope containing such notice
shall affect the validity of such notice or the giving thereof.

        15.    Termination After Change in Control.

               (a) Cumulative to any other provision of this Agreement, if,
        within two years after a change in control of Corporation, Executive's
        employment with Corporation terminates for any reason, either
        voluntarily or involuntarily, other than by death, permanent disability
        or retirement at or after Executive's normal retirement date under
        Corporation's Retirement Plan, Corporation promptly will pay Executive,
        upon Executive's request, as termination compensation, a lump sum
        amount, determined as provided in subsection (b) of this Section 15, and
        such other amounts as are provided in subsection (c) of this Section 15.
        For purposes of this Section, a "change in control of Corporation" shall
        mean a change in control of a nature that would be required to be
        reported in response to Item 6(e) of Schedule 14A of Regulation 14A
        promulgated under the Securities Exchange Act of 1934, as amended (the
        "Exchange Act"); provided that, without limitation, such a change in
        control of Corporation shall be deemed to have occurred if (i) any
        "person" (as such term is used in Sections 13(d) and 14(d)(2) of the
        Exchange Act) is or becomes the beneficial owner, directly or
        indirectly, of securities of Corporation representing 40% or more of the
        combined voting power of Corporation's then outstanding securities; or
        (ii) during any period of two consecutive years, individuals who at the
        beginning of such period constitute the Board of Directors of
        Corporation cease for any reason to constitute at least a majority
        thereof unless the election of each new director was approved by a vote
        of at least two-thirds of the directors then still in office who were
        directors at the beginning of the period.

               (b) The lump sum compensation payable to Executive (the
        "Severance Payment") shall be equal to the average annual compensation
        (including salary and bonuses under the Corporate Management Incentive
        Compensation Plan or any predecessor or successor annual incentive
        compensation plan) paid or payable by Corporation to Executive during
        the five most recent calendar years ending before the date of the change
        in control of Corporation (the "Base Amount") multiplied by 2.99;
        provided, however, if Executive voluntarily terminates his employment
        with Corporation, except after (i) any material adverse change in
        Executive's duties, location of employment or benefits, or (ii) any
        material adverse change to Executive in the application of the formula
        of the Corporate Management Incentive Compensation Plan or any
        modification in Corporation's accounting methods or practices materially
        adverse to Executive, including the assessment of a management fee, then
        the Severance Payment shall be equal to the highest annual compensation
        (including salary and bonuses under the



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        Corporate Management Incentive Compensation Plan or any successor
        annual incentive compensation plan) paid or payable by Corporation to
        Executive for services rendered in any one of the three calendar years
        ending with the year of such termination.

               (c) In addition, if Executive's employment with Corporation so
        terminates within two (2) years after such a change in control of
        Corporation:

                      (i) any bonus awards previously made to Executive and not
               previously paid immediately shall vest upon such termination and
               shall be paid;

                      (ii) Executive's participation in, and terminating
               distributions and vested rights under, any applicable retirement
               plan, profit sharing plan and stock incentive plan of Corporation
               or any of its subsidiaries shall be governed by the terms of
               those respective plans; and

                      (iii) In the event of termination of employment under the
               circumstances described in subsection (a) of this Section 15, the
               arrangements provided for by this Section 15, by any stock option
               or other agreement between Corporation and Executive in effect at
               the time and by any other applicable plan of Corporation shall
               constitute the entire obligation of Corporation to Executive and
               performance thereof shall constitute full settlement of any claim
               that Executive might otherwise assert against Corporation on
               account of such termination, provided, however, that this
               provision and this Agreement shall have no impact on the
               obligations of Corporation under that certain Indemnification
               Agreement dated August 4, 1993 between Corporation and Executive.

               (d) Notwithstanding any provision in this Agreement to the
        contrary, in the event that any payment or benefit received or to be
        received by Executive in connection with a change in control of
        Corporation or the termination of Executive's employment, whether
        payable pursuant to the terms of this Agreement or any other plan,
        arrangement or agreement with Corporation (collectively the "Total
        Payments"), would not be deductible (in whole or part) as a result of
        Section 280G of the Code, the Severance Payment shall be reduced until
        no portion of the Total Payments is not deductible as a result of
        Section 280G of the Code, or the Severance Payment is reduced to zero.
        For purposes of this limitation, (i) no portion of the Total Payments,
        the receipt or enjoyment of which Executive shall have effectively
        waived in writing prior to the date of payment of the Severance Payment,
        shall be taken into account, (ii) no portion of the Total Payments shall
        be taken into account which, in the opinion of tax counsel selected by
        Corporation's independent auditors and acceptable to Executive, does not
        constitute a "parachute payment" within the meaning of Section
        280G(b)(2) of the Code, (iii) the Severance Payment shall be reduced
        only to the extent necessary so



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        that the Total Payments (excluding payments referred to in clause
        (i) or (ii)) in their entirety constitute reasonable compensation for
        services actually rendered within the meaning of Section 280G(b)(4) of
        the Code, in the opinion of the tax counsel referred to in clause (ii);
        and (iv) the value of any non-cash benefit or any deferred payment or
        benefit included in the Total Payments shall be determined by
        Corporation's independent auditors in accordance with the principles of
        Sections 280G(d)(3) and (4) of the Code.

        16. Cancellation of Prior Employment Agreement. Corporation and
Executive agree that the Prior Employment Agreement hereby is canceled as of the
date hereof and shall be of no further force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.



                                       CORPORATION:

                                       WYNN'S INTERNATIONAL, INC.


                                       By: /s/ John W. Huber
                                           -------------------------------------
                                           John W. Huber
                                           President and Chief Operating Officer



                                       EXECUTIVE:


                                       /s/ James Carroll
                                       -----------------------------------------
                                       JAMES CARROLL



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