Helen F. Carlson talks about her products--wrapped in light pink, purple and yellow cellophane--with the enthusiasm of a college girl just accepted into her prized sorority.

"It's cute. It's small. It's silver and it's very special," Carlson tells her audience as she runs her manicured hands over a silver compact case for teenagers called "Cyber Shine."

A dozen heads nod energetically in agreement.

"Aw. Oh, yes," one shouts.

"Quite chic," another whispers to her neighbor.

"I've got to get that one," insists a brown-haired woman in the back row as she peers over the shoulder of another to get a better look.

Then Carlson issues the ultimate fashion stamp of approval: "I'd say it's very millenniumish."

Exactly the kind of product--and woman--Carlson says she's trying to promote with her Mary Kay Cosmetics group in Leesburg. A 21st century kind of woman who can balance a full-time career, raise children and sell cosmetics on the side, as Carlson describes most of the people on her sales staff.

"I want a woman on my team who knows how to balance everything," Carlson said. "That means she's a motivator and a go-getter."

Carlson and her team members, who meet in the Town Hall basement Tuesday evenings, often can be heard in the first-floor Town Council chambers during council meetings. They laugh, dance, cheer, clap and sing as they recount their latest successful sales stories.

In the last decade, the Leesburg group has grown from a handful to more than 80 consultants who sell about $350,000-a-year worth of cosmetics. It is among the top-selling groups in a county that now has a dozen groups made up of about 200 women, according to Carlson.

As the county grows, the typical saleswoman is no longer a stay-at-home mom but a thirty-something career woman--whether an accountant, a teacher or an executive. Carlson said more than 80 percent of the Leesburg group sells the goods part time.

Enter Mirinda Lockhart.

As a project manager at a major communications company, she joined Mary Kay a year ago to supplement her family's income. With a toddler and another baby on the way, she said she hopes to turn her $300-to-$500-a-month business into a full-time career at some point and stay at home with her children.

"I can't afford to quit my job," said Lockhart, 38. "We're buying a new house. I've got kids to raise, and [Mary Kay] is one of the best regular incomes I've got."

For a handful of saleswomen, it is a chance to work from home and make money while taking care of children. And, as Carlson says, they can temporarily escape "smotherhood" to come to the once-a-week pep-talk meetings. Some said they are attracted to the red Grand Am--the first car they earn--and the grand prize, the signature of the company--a pink Cadillac. The company takes care of basic care, including tire rotations and insurance.

Carlson, 51, left her $65,000-a-year job as a mortgage banker in Washington three years ago. She said she is now almost matching her salary as a full-time senior consultant at Mary Kay. Others said they are simply in it for the social interaction and the feeling of doing something that makes them feel appreciated.

"It's just fun to do facial classes and be with other women," said Sonja Green, 45, who works as a supervisor for a prison ministry group in Reston and has been selling Mary Kay on the side for four years. "It's a bonding thing. It's a group of women working toward the same goal to have our own business.

"We're very supportive of each other," said Green, who lives in Sterling. "We help each other to the top rather than stepping on each other to get to the top."

On average, it costs about $100 for a saleswoman to start selling the products, and then she can turn around and sell them to her customers. But it's more than selling blush, lipstick and perfume, it is lifestyle, many say.

"Everybody wants something that makes them look and feel better," said Carlson, who lives in Purcellville. "This is something for her soul."

Take Flo Focer.

As the director of nursing in a psychiatric hospital for teenagers and adolescents in Leesburg, she felt frustrated after 30 years of working there. Nine years ago, she started selling Mary Kay cosmetics on the side. She has built her customer base to almost 150 and brings in about $600 a month in sales. Not to mention, she says, her self-confidence has soared.

"With my corporate job, I reached the glass ceiling a long time ago," said Focer, 56. "I can't give much to the nurses I work with, but with my Mary Kay team I can just go, go, go."

There is an art behind selling the wrinkle creams, lip gloss, mirrors and silk makeup bags. Three months before the holiday season, the group eagerly shares tips on how to reap the most from friends, family and co-workers. The overall advice: start plugging the products now.

"You want to start now telling them, planting the seed," Carlson tells the women. "Get your pre-pack. Find out if they like sugar plum better than spice" as a color.

A sure-fire way to get an order is to send a holiday wish list that the customer has filled out to her "Santa"--her husband or boyfriend. That way, Carlson assures her sales consultants, "your customer won't end up like one of mine who once got a cord of wood for Christmas when she would have been much happier with a compact."

Another strategy is to get--or in some cases, drag--a husband to sell the cosmetics. Give him a pink basket filled with lotions, moisturizers, lip balms and soap along with his lunch and send him to the office.

"My husband doesn't feel real great walking in with a little pink basket in the office," said senior sales director Patti Spurlock, "but he sure feels great walking out with it empty and $200 in his hand."

CAPTION: At Leesburg meeting, sales consultants are reflected in the mirror of a new compact the Mary Kay line is offering.

CAPTION: Sales consultant Robyn Bleeker-Shiely, above right, smells a cream sample while guest Lisa Rives sniffs perfume at sales meeting. Helen F. Carlson, left, senior consultant for Leesburg area, gives a pep talk to her group, which has grown from a handful of women to more than 80 consultants who are top sellers in the county.