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                                                                   EXHIBIT 10.35


                              EMPLOYMENT AGREEMENT

      This Employment Agreement (the "AGREEMENT"), dated as of August 20, 2000
(the "EFFECTIVE DATE"), is made and entered by and between Frank P. Morse (the
"EXECUTIVE") and HERBALIFE INTERNATIONAL, INC., a Nevada corporation ("PARENT"),
and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation
("OPERATING COMPANY") (collectively, Parent and Operating Company are referred
to herein as the "COMPANY").

                                    RECITALS

      A.    The Company is engaged primarily in the distribution of weight
            management, nutritional and personal care products through a
            "multi-level" marketing system.

      B.    The Company desires to be assured of the services of the Executive
            by employing the Executive in the capacity and on the terms set
            forth below.

      C.    The Executive desires to commit himself to serve the Company on the
            terms herein provided.

                                    AGREEMENT


      NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

1.    Employment Period. The Company shall continue to employ the Executive and
      the Executive shall continue in the employ of the Company for the period
      commencing on the Effective Date and ending on the date that is two (2)
      years thereafter, unless sooner terminated in accordance with the
      provisions of this Agreement (the "INITIAL TERM").  After the Initial
      Term, the parties may (but shall be under no obligation to), by written
      agreement, renew or extend the term of the Agreement for an additional
      period or periods. The term of each renewal period of this Agreement is
      referred to herein as a "RENEWAL PERIOD"; and references to the "TERM"
      shall mean the period beginning on the Effective Date and ending on the
      date of termination of Executive's services for the Company, whether at
      the end of the Initial Term or a Renewal Term or otherwise in accordance
      with the provisions of this Agreement. Upon expiration of the Term, except
      as expressly set forth herein (including in Section 5 and Section 6), this
      Agreement and all of its provisions shall terminate and shall cease to
      have any force or effect.

2.    Duties

      (a)   During the Term, the Executive shall serve as Senior Vice President,
            Chief Counsel -- Pacific Rim and Latin America of the Company, with
            such authority and duties as assigned to him from time to time by
            the Board of Directors or the General Counsel of Parent that are
            consistent with the customary duties of an officer with such or a
            similar title. Executive will

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            work principally in the Los Angeles (Century City), California
            offices of the Company, but will also conduct such business travel
            as is reasonably required to fulfill his duties hereunder. During
            the Term, Executive shall report to the General Counsel of Parent.

      (b)   During the Term, the Executive shall, during customary business
            hours (Monday through Friday), devote substantially all his working
            time, attention, skill and efforts to the business and affairs of
            the Company, will use his best efforts to promote the success of the
            Company's business, and shall not enter the employ of or serve as a
            consultant to, any other company, where such conduct would be
            inconsistent with, in competition with, or restrict the Executive
            from carrying out, his duties to the Company, without the prior
            written consent of the Board of Directors of Parent; provided,
            however, the foregoing shall not preclude the Executive from
            devoting a reasonable amount of time to managing Executive's
            investments and personal affairs and to charitable and civic
            activities.

3.    Compensation and Related Matters

      (a)   Salary. During the Term, the Executive shall receive a salary at the
            per annum rate of Five Hundred Thirty-Seven Thousand Five Hundred
            Dollars ($537,500), payable in bi-weekly installments or otherwise
            in accordance with the Company's payroll practices for senior
            executives. Executive's annual base salary shall be subject to
            review from time to time for possible increases by the Board of
            Directors of Parent. Executive's base salary, as increased from time
            to time, shall be referred to as the "BASE SALARY."

      (b)   Expenses. The Company shall reimburse the Executive for all
            reasonable travel and other reasonable out-of-pocket business
            expenses incurred by the Executive in the performance of his duties
            under this Agreement upon evidence of payment and otherwise in
            accordance with the Company's procedures in effect from time to
            time.

      (c)   Employee Benefits; Bonus Plans. During the Term, the Executive shall
            be entitled to participate in or receive benefits under each benefit
            plan or arrangement made available by the Company to its senior
            executives (including, without limitation, those relating to group
            medical, dental, vision, long-term disability and life insurance,
            stock options and automobile allowances) on terms no less favorable
            than those generally applicable to senior executives of the Company,
            subject to and on a basis consistent with the terms, conditions and
            overall administration of such plans. In addition, during the Term
            the Executive shall continue to participate in the cash bonus plans
            and programs of the Company (each such plan, a "BONUS PLAN"), with
            performance goals established in a manner substantially consistent
            with past and current practice and affording the Executive an
            opportunity to earn bonuses at levels not materially less favorable
            to the Executive than under plans and programs currently in effect.


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      (d)   Vacation. The Executive shall be entitled to four (4) weeks vacation
            during each year of the Term, unless the vacation policies for
            senior executives of the Company provide for a greater amount of
            vacation, in which case Executive shall be entitled to such greater
            amount. Unused vacation in any year shall carry over to subsequent
            years without limitation, unless otherwise provided in a vacation
            pay policy that is generally applicable to the senior executives of
            the Company.

      (e)   Deductions and Withholdings. All amounts payable or which become
            payable hereunder shall be subject to all deductions and withholding
            required by law.

4.    Termination. The Executive's services for the Company and the Term of this
      Agreement may be terminated under the following circumstances:

      (a)   Death. The Executive's services hereunder shall terminate upon his
            death. In the case of the Executive's death, the Company shall pay
            to the Executive's beneficiaries or estate, as appropriate, after
            his death, his then current accrued and unpaid Base Salary as well
            as 100% of any accrued and unpaid bonus for any years preceding the
            year of termination and Executive's target bonus for the year of
            termination (collectively the "UNPAID BONUS"), plus an additional
            amount equal to one year of Base Salary and Executive's target bonus
            for the current year, and other benefits and payments then due
            (including, without limitation, reimbursement of amounts under
            Section 3) to which the Executive is then entitled hereunder. Except
            as provided in Section 4(h) below, Executive and his beneficiaries
            as appropriate, shall be entitled to no other compensation under
            this Agreement following, or as a result of, a termination under
            these circumstances.

      (b)   Disability

            (i)   If a Disability (as defined below) of the Executive occurs
                  during the Term, the Company may give the Executive written
                  notice of its intention to terminate his employment. In such
                  event, the Executive's services with the Company shall
                  terminate on the effective date specified in such notice. In
                  the case of a termination as a result of a Disability, the
                  Company shall pay to the Executive after his termination his
                  then current accrued and unpaid Base Salary and Unpaid Bonus,
                  plus an additional amount equal to one year of Base Salary and
                  Executive's target bonus for the current year, and other
                  benefits and payments then due (including, without limitation,
                  reimbursement of amounts under Section 3 to which the
                  Executive is entitled hereunder). Except as provided in
                  Section 4(h) below, Executive and his beneficiaries, as
                  appropriate, shall be entitled to no other compensation under
                  this Agreement following, or as a result of, a termination
                  under these circumstances.


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            (ii)  For the purpose of this subsection 4(b), "DISABILITY" shall
                  mean the Executive's inability to perform his duties to the
                  Company on a full-time basis for 120 consecutive days or a
                  total of 180 days in any twelve month period as reasonably
                  determined by the Board of Directors.

      (c)   Termination by the Company for Cause. The Company may terminate the
            Executive's services hereunder for Cause (as defined below) at any
            time upon written notice to the Executive. In such event, the
            Executive's services shall terminate on the effective date specified
            in such notice. In the case of the Executive's termination for
            Cause, the Company shall promptly pay to the Executive his then
            current accrued and unpaid Base Salary and accrued and unpaid bonus
            for any years preceding the year of termination and other benefits
            and payments then due (including, without limitation, reimbursement
            of amounts under Section 3) to which the Executive is entitled
            hereunder. Except as provided in Section 4(h) below, the Executive
            and his beneficiaries, as appropriate, shall be entitled to no other
            compensation under this Agreement following, or as a result of, a
            termination under these circumstances. For purposes of this
            Agreement, the Company shall have "CAUSE" to terminate Executive's
            services hereunder in the event of any of the following acts or
            circumstances: (i) acts or omissions by the Executive which
            constitute intentional material misconduct or a knowing violation of
            a material written policy of the Company or any of its subsidiaries;
            (ii) the Executive personally receiving a benefit in money, property
            or services from the Company or any of its subsidiaries or from
            another person dealing with the Company or any of its subsidiaries,
            in material violation of applicable law or written Company policy;
            (iii) willful destruction by Executive of property of the Company or
            a subsidiary having a material value to the Company or such
            subsidiary; (iv) fraud, embezzlement or theft from the Company, or
            comparable dishonest activity committed by Executive against the
            Company, or comparable dishonest activity committed by Executive
            which might otherwise have a material detrimental effect on the
            Company; (v) Executive's conviction of or entering a plea of guilty
            or nolo contendere to any crime constituting a felony involving
            fraud, embezzlement or moral turpitude (excluding acts involving a
            de minimis dollar value and not related to the Company or a
            subsidiary, provided that such acts do not otherwise have a material
            detrimental effect on the Company); (vi) Executive's gross failure
            to discharge Executive's duties (other than due to physical or
            mental illness) commensurate with Executive's title and function or
            Executive's failure to comply with the lawful directions of the
            Board of Directors of Parent, or Executive's breach of any other
            provision of this Agreement in any material respect, in any such
            case that is not cured within thirty (30) days after Executive has
            received written notice thereof from such Board of Directors; or
            (vii) a willful and knowing material misrepresentation to the Board
            of Directors of Parent.


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      (d)   Termination by the Executive Without Good Reason. The Executive may
            terminate his employment hereunder for other than Good Reason (as
            defined below), provided that Executive first gives the Company a
            written notice of termination at least fifteen (15) calendar days
            prior to the effective date of any such termination. In the event
            the Executive terminates his employment for other than Good Reason,
            the Company shall pay to the Executive his then current accrued and
            unpaid Base Salary and accrued and unpaid bonus for any year
            preceding the year of termination and other benefits and payments
            then due (including, without limitation, reimbursement of amounts
            under Section 3) to which the Executive is entitled hereunder.
            Except as provided in Section 4(h) below, the Executive and his
            beneficiaries, shall be entitled to no other compensation under this
            Agreement following, or as a result of, a termination under these
            circumstances.

      (e)   Good Reason. For purpose of this Agreement, "GOOD REASON" means,
            other than with the Executive's consent in writing that such event
            or circumstance will not constitute Good Reason, the occurrence of
            any of the following: (i) the Company reduces Executive's Base
            Salary; (ii) with respect to the Executive, the Company discontinues
            any Bonus Plan in which Executive participates without immediately
            replacing such Bonus Plan with a plan that is the substantial
            economic equivalent of such Bonus Plan, or a successor to the
            Company fails or refuses to assume the obligations of the Company
            under such Bonus Plan or under a plan that is the substantial
            economic equivalent of such Bonus Plan; (iii) the Company requires
            Executive to change the location of Executive's principal office, so
            that Executive will be based at a location more than twenty (20)
            miles from the location of Executive's principal office as of the
            Effective Date; (iv) the Company reduces Executive's
            responsibilities in any material respect or directs Executive to
            report to a person of lower rank or responsibilities than the
            person(s) to whom Executive reports as specified in this Agreement;
            (v) a successor to the Company fails or refuses to assume the
            obligations of the Company under this Agreement; (vi) the removal of
            Executive from the position the Executive holds with the Company
            pursuant to this Agreement; (vii) any material decrease or other
            material adverse change in the duties, responsibilities or authority
            of Executive below his duties and responsibilities contemplated in
            Section 2; or (viii) any other material breach by the Company of
            this Agreement, and which, with respect to clauses (v), (vii) or
            (viii) hereof, continues uncured for thirty (30) days after receipt
            by the Company of written notice of breach from the Executive.

      (f)   Termination by the Company Without Cause. The Company may terminate
            the Executive's services hereunder without Cause at any time upon
            written notice to the Executive; provided that the Company first
            gives Executive a written notice of termination at least fifteen
            (15) calendar days prior to the effective date of any such
            termination. In such event, the Executive's services shall terminate
            on the effective date specified in such notice. In the event the
            Executive's services hereunder are terminated by the Company


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            without Cause, the Company shall pay to the Executive (i) his
            current accrued and unpaid Base Salary, accrued and unpaid bonus for
            any years prior to the year of termination and other benefits and
            payments then due (including, without limitation, reimbursement of
            amounts under Section 3) to which the Executive is then entitled
            hereunder and (ii) Base Salary and target bonus (using the target
            bonus amount for the year in which termination occurs) for the
            balance of the Term plus one additional year of Base Salary and
            target bonus (subject to the Executive's compliance with the terms
            of Section 5 and Section 6). In addition, for two (2) years
            following the date of termination, the Company shall continue to
            afford to the Executive the group medical, dental, vision, long-term
            disability and life insurance and automobile allowance benefits
            specified in Section 3(c) above. Except as provided in Section 4(h)
            below, the Executive and his beneficiaries, shall be entitled to no
            other compensation under this Agreement following, or as a result
            of, a termination under these circumstances. Executive shall have no
            duty to seek to mitigate the above severance benefits in the event
            of termination hereunder without Cause, and any compensation derived
            by Executive from alternative employment or otherwise shall not
            reduce the Company's obligations hereunder.

      (g)   Termination by the Executive for Good Reason. The Executive may
            terminate his employment hereunder for Good Reason. In the event the
            Executive terminates his employment for Good Reason, the Company
            shall pay to the Executive (i) his current accrued and unpaid Base
            Salary, accrued and unpaid bonus for any years prior to the year of
            termination and other benefits and payments then due (including,
            without limitation, reimbursement of amounts under Section 3) to
            which the Executive is then entitled hereunder and (ii) Base Salary
            and target bonus (using the target bonus amount for the year in
            which termination occurs) for the balance of the term plus one
            additional year of Base Salary and target bonus (subject to the
            Executive's compliance with the terms of Section 5 and Section 6).
            In addition, for two (2) years following the date of termination,
            the Company shall continue to afford to the Executive the group
            medical, dental, vision, long-term disability and life insurance and
            automobile allowance benefits specified in Section 3(c) above.
            Except as provided in Section 4(h) below, the Executive and his
            beneficiaries, as appropriate, shall be entitled to no other
            compensation under this Agreement following, or as a result of, a
            termination under these circumstances. Executive shall have no duty
            to seek to mitigate the above severance benefits in the event of
            termination hereunder with Good Reason, and any compensation derived
            by Executive from alternative employment or otherwise shall not
            reduce the Company's obligations hereunder.

      (h)   Stock Options. In the event of the termination by the Company of
            Executive's employment without Cause, the Company agrees that all
            stock options to purchase Parent's capital stock previously and
            hereafter granted to Executive but not exercised on or prior to the
            date of termination of Executive's services to the Company, shall
            remain duly and validly issued


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            and outstanding, shall continue to vest in accordance with any
            vesting schedule set forth in the stock option agreements evidencing
            all or part of such stock options and shall remain and/or become
            exercisable pursuant to the terms of such stock options and the
            plans relating thereto as if such termination of employment had not
            occurred. In the event of the termination of Executive's employment
            for any other reason, all unvested options will terminate upon the
            effective date of such termination.

5.    Confidential and Proprietary Information.

      (a)   The parties agree and acknowledge that during the course of the
            Executive's employment, the Executive has been given and will have
            access to and be exposed to trade secrets and confidential
            information in written, oral, electronic and other forms regarding
            the Company and its subsidiaries (which includes but is not limited
            to all of its business units, divisions and subsidiaries) and its
            business, equipment, products and employees, including, without
            limitation: the identities of the Company's and its subsidiaries'
            distributors and customers and potential distributors and customers
            (hereinafter referred to collectively as "DISTRIBUTORS"), including,
            without limitation, the identity of Distributors the Executive
            cultivates or maintains while providing services at the Company or
            any of its subsidiaries using the Company's, or any of its
            subsidiaries' products, name and infrastructure, and the identities
            of contact persons with respect to those Distributors; the
            particular preferences, likes, dislikes and needs of those
            Distributors and contact persons with respect to product types,
            pricing, sales calls, timing, sales terms, rental terms, lease
            terms, service plans, and other marketing terms and techniques; the
            Company's and its subsidiaries' business methods, practices,
            strategies, forecasts, pricing, and marketing techniques; the
            identities of the Company's and its subsidiaries' licensors, vendors
            and other suppliers and the identities of the Company's and its
            subsidiaries' contact persons at such licensors, vendors and other
            suppliers; the identities of the Company's and its subsidiaries' key
            sales representatives and personnel and other employees; advertising
            and sales materials; research, computer software and related
            materials; and other facts and financial and other business
            information concerning or relating to the company or any of its
            subsidiaries and its business, operations, financial condition,
            results of operations and prospects. The Executive expressly agrees
            to use such trade secrets and confidential information only for
            purposes of carrying out his duties for the Company and its
            subsidiaries, and not for any other purpose, including, without
            limitation, not in any way or for any purpose detrimental to the
            Company or any of its subsidiaries. The Executive shall not at any
            time, either during the course of his employment hereunder or after
            the termination of such employment, use for himself or others,
            directly or indirectly, any such trade secrets and confidential
            information, and, except as required by law, the Executive shall not
            disclose such trade secrets and confidential information, directly
            or indirectly, to any other person or entity; provided that the
            obligations under this sentence will not be construed to restrict
            the Executive


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            from calling on or otherwise maintaining a relationship with
            Distributors or suppliers of the Company or any of its subsidiaries
            during or after the termination of the Executive's employment with
            the Company. Trade secret and confidential information hereunder
            shall not include any information which (i) is already in or
            subsequently enters the public domain, other than as a result of any
            direct or indirect disclosure by the Executive, (ii) becomes
            available to the Executive on a non-confidential basis from a source
            other than the Company or any of its subsidiaries, provided that
            such source is not subject to a confidentiality agreement or other
            obligation of secrecy or confidentiality (whether pursuant to a
            contract, legal or fiduciary obligation or duty or otherwise) to the
            Company or any of its subsidiaries or any other person or entity or
            (iii) is approved for release by the Company or any of its
            subsidiaries or which the Company or any of its subsidiaries makes
            available to third parties without an obligation of confidentiality.

      (b)   All physical property and all notes, memoranda, files, records,
            writings, documents and other materials of any and every nature,
            written or electronic, which the Executive shall prepare or receive
            in the course of his employment with the Company and which relate to
            or are useful in any manner to the business now or hereafter
            conducted by the Company or any of its subsidiaries are and shall
            remain the sole and exclusive property of the Company and its
            subsidiaries, as applicable. The Executive shall not remove from the
            Company's premises any such physical property, the original or any
            reproduction of any such materials nor the information contained
            therein except for the purposes of carrying out his duties to the
            Company or any of its subsidiaries and all such property (except for
            any items of personal property not owned by the Company or any of
            its subsidiaries), materials and information in his possession or
            under his custody or control upon the termination of his employment
            shall be immediately turned over to the Company and its
            subsidiaries, as applicable.

      (c)   All inventions, improvements, trade secrets, reports, manuals,
            computer programs, tapes and other ideas and materials developed or
            invented by the Executive during the period of his employment,
            either solely or in collaboration with others, which relate to the
            actual or anticipated business or research of the Company or any of
            its subsidiaries which result from or are suggested by any work the
            Executive may do for the Company or any of its subsidiaries or which
            result from use of the Company's or any of its subsidiaries'
            premises or property (collectively, the "DEVELOPMENTS") shall be the
            sole and exclusive property the Company and its subsidiaries, as
            applicable. The Executive assigns and transfers to the Company his
            entire right and interest in any such Development, and the Executive
            shall execute and deliver any and all documents and shall do and
            perform any and all other acts and things necessary or desirable in
            connection therewith that the Company or any of its subsidiaries may
            reasonably request. This paragraph does not apply to any inventions
            which the Executive made prior to his employment by the Company (all
            of which, if any exist, are listed on Exhibit


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            A, which the Executive has attached hereto), or to any inventions
            that the Executive develops entirely on his own time without using
            any of the Company's or its subsidiaries' equipment, suppliers,
            facilities or confidential information and which do not relate to
            the Company's and its subsidiaries' business, anticipated research
            and development, or the work the Executive performs for the Company.

      (d)   The provisions of this Section 5 shall survive any termination of
            this Agreement and termination of the Executive's employment with
            the Company.

6.    No Solicitation of Distributors, Sales Representatives, Licensors or
      Employees; Noncompetition During the Term.

      (a)   During the Term and for a period of twelve (12) months thereafter,
            except pursuant to Executive's duties as an employee of the Company,
            the Executive shall not, directly or indirectly, call upon, solicit,
            divert, take away or accept, or attempt to call upon, solicit,
            divert, take away or accept, business of a type the same or similar
            to the business as conducted by the Company or any of its
            subsidiaries from any of the Distributors, sales representatives and
            personnel, licensors of the Company or any of its subsidiaries or
            similar entities or persons upon whom he called or whom he solicited
            or to whom he catered or with whom he became acquainted after
            entering the employ of the Company.

      (b)   The Executive acknowledges and agrees that he has gained and during
            the time of his employment with the Company, will gain, valuable
            information about the identity, qualifications and on-going
            performance of the employees of the Company and its subsidiaries.
            During the Term and for a period of twelve (12) months thereafter,
            except pursuant to Executive's duties as an employee of the Company,
            the Executive shall not directly or indirectly (i) hire, employ,
            offer employment to, or seek to hire, employ or offer employment to,
            any of the Company's or any of its subsidiaries' employees with whom
            he had contact prior to such termination of employment (or any such
            person who was an employee of the Company or any such subsidiary
            within three months preceding such activity by the Executive), (ii)
            solicit or encourage any such employee (or any such person who was
            an employee of the Company or any such subsidiary within three
            months preceding such activity by the Executive) to seek or accept
            employment with any other person or entity or (iii) disclose any
            information, except as required by law, about such employee (or any
            such person who was an employee of the Company or any such
            subsidiary within three months preceding such activity by the
            Executive) to any prospective employer.

      (c)   During the Term and for a period of twelve months thereafter, the
            Executive will not promote, participate, engage or have any other
            interest in any business which is competitive with the business of
            the Company or any of its subsidiaries, whether Executive is acting
            as owner, partner, stockholder, employee, broker, agent, principal,
            trustee, corporate officer, director,


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            consultant or in any other capacity; provided, however, that this
            Agreement will not prevent Executive from holding for investment up
            to 3% of any class of stock or other securities of a publicly held
            company.

7.    Injunctive Relief. The Executive and the Company (a) intend that the
      provisions of Sections 5 and 6 be and become valid and enforceable, (b)
      acknowledge and agree that the provisions of Sections 5 and 6 are
      reasonable and necessary to protect the legitimate interests of the
      Company and its business and (c) agree that any violation of Section 5 or
      6 will result in irreparable injury to the Company and its subsidiaries,
      the exact amount of which will be difficult to ascertain and the remedies
      at law for which will not be reasonable or adequate compensation to the
      Company and its subsidiaries for such a violation. Accordingly, the
      Executive agrees that if the Executive violates the provisions of Section
      5 or 6, in addition to any other remedy which may be available at law or
      in equity, the Company shall be entitled to specific performance and
      injunctive relief, without posting bond or other security, and without the
      necessity of proving actual damages.

8.    Assignment; Successors and Assigns. The Executive agrees that he shall
      not assign, sell, transfer, delegate or otherwise dispose of, whether
      voluntarily or involuntarily, any rights or obligations under this
      Agreement, nor shall the Executive's rights hereunder be subject to
      encumbrance of the claims of creditors. Any purported assignment,
      transfer, delegation, disposition or encumbrance in violation of this
      Section 8 shall be null and void and of no force or effect. Nothing in
      this Agreement shall prevent the consolidation or merger of the Company
      with or into any other entity, or the sale by the Company of all or any
      portion of its properties or assets, or the assignment by the Company of
      this Agreement and the performance of its obligations hereunder to any
      successor in interest or any affiliated entity, and the Executive hereby
      consents to any and all such assignments. Subject to the foregoing, this
      Agreement shall be binding upon and shall inure to the benefit of the
      parties and their respective heirs, legal representatives, successors, and
      permitted assigns, and, except as expressly provided herein, no other
      person or entity shall have any right, benefit or obligation under this
      Agreement as a third party beneficiary or otherwise.

9.    Governing Law; Jurisdiction and Venue. This Agreement shall be governed,
      construed, interpreted and enforced in accordance with the substantive
      laws of the State of California without regard to the conflicts of law
      principles thereof. Suit to enforce this Agreement or any provision or
      portion thereof may be brought in the federal or state courts located in
      Los Angeles, California.

10.   Severability of Provisions. In the event that any provision or any portion
      thereof should ever be adjudicated by a court of competent jurisdiction to
      exceed the time or other limitations permitted by applicable law, as
      determined by such court in such action, then such provisions shall be
      deemed reformed to the maximum time or other limitations permitted by
      applicable law, the parties hereby acknowledging their desire that in such
      event such action be taken. In addition to the above, the provisions of
      this Agreement are severable, and the invalidity or unenforceability of
      any provision or provisions of this Agreement or portions thereof shall
      not affect the validity or enforceability of any other provision, or
      portion of this Agreement, which


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      shall remain in full force and effect as if executed with the
      unenforceable or invalid provision or portion thereof eliminated.
      Notwithstanding the foregoing, the parties hereto affirmatively represent,
      acknowledge and agree that it is their intention that this Agreement and
      each of its provisions are enforceable in accordance with their terms and
      expressly agree not to challenge the validity or enforceability of this
      Agreement or any of its provisions, or portions or aspects thereof, in the
      future. The parties hereto are expressly relying upon this representation,
      acknowledgement and agreement in determining to enter into this Agreement.

11.   Warranty. As an inducement to the Company to enter into this Agreement,
      the Executive represents and warrants that he is not a party to any other
      agreement or obligation for personal services, and that there exists no
      impediment or restraint, contractual or otherwise, on his power, right or
      ability to enter into this Agreement and to perform his duties and
      obligations hereunder. As an inducement to the Executive to enter into
      this Agreement, Company represents and warrants that the person signing
      this Agreement for the Company has been duly authorized to do so by all
      necessary corporate action and has the corporate power and authority to
      execute this Agreement on the Company's behalf. The execution and delivery
      of this Agreement and the consummation of the transactions contemplated
      have been duly and effectively authorized by all necessary corporate
      action of the Company.

12.   Notices. All notices, requests, demands and other communications which are
      required or may be given under this Agreement shall be in writing and
      shall be deemed to have been duly given when received if personally
      delivered; when transmitted if transmitted by telecopy, electronic or
      digital transmission method upon receipt of telephonic or electronic
      confirmation; the day after it is sent, if sent for next day delivery to a
      domestic address by recognized overnight delivery service (e.g., Federal
      Express); and upon receipt, if sent by certified or registered mail,
      return receipt requested. In each case notice will be sent to:

      If to the Company:

      (a)   Herbalife International, Inc.
            Herbalife International of America, Inc.
            1800 Century Park East
            Los Angeles, California 90067
            Attention: General Counsel
            Telecopy: (310) 557-3906

            with a copy to:

            Irell & Manella LLP
            333 South Hope Street, Suite 3300
            Los Angeles, California 90071
            Attention: Anthony T. Iler, Esq.
            Telecopy: (213) 229-0515

      (b)   if to the Executive, to:


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<PAGE>
            Frank P. Morse
            1172 San Ysidro Drive
            Beverly Hills, California 90210

      or to such other place and with other copies as either party may designate
      as to itself or himself by written notice to the others.

13.   Cumulative Remedies. All rights and remedies of either party hereto are
      cumulative of each other and of every other right or remedy such party may
      otherwise have at law or in equity, and the exercise of one or more rights
      or remedies shall not prejudice or impair the concurrent or subsequent
      exercise of other rights or remedies.

14.   Counterparts. This Agreement may be executed in several counterparts, each
      of which will be deemed to be an original, but all of which together shall
      constitute one and the same Agreement.

15.   Entire Agreement. The terms of this Agreement are intended by the parties
      to be the final expression of their agreement with respect to the
      employment of the Executive by the Company and supersede, and may not be
      contradicted by, modified or supplemented by, evidence of any prior or
      contemporaneous agreement. The parties further intend that this Agreement
      shall constitute the complete and exclusive statements of its terms and
      that no extrinsic evidence whatsoever may be introduced in any judicial,
      administrative or other legal proceeding to vary the terms of this
      Agreement.

16.   Amendments; Waivers. This Agreement may not be modified, amended, or
      terminated except by an instrument in writing, approved by the Company and
      signed by the then existing parties hereto. As an exception to the
      foregoing, the parties acknowledge and agree that the Company shall have
      the right, in its sole discretion, to reduce the scope of any covenant or
      obligation of the Executive set forth in Sections 5 or 6 of this Agreement
      or any portion thereof, effective immediately upon receipt by the
      Executive of written notice thereof from the Company. No waiver of any of
      the provisions of this Agreement, whether by conduct or otherwise, in any
      one or more instances, shall be deemed to be construed as a further,
      continuing or subsequent waiver of any such provision or as a waiver of
      any other provision of this Agreement. No failure to exercise and no delay
      in exercising any right, remedy or power hereunder shall preclude any
      other or further exercise of any other right, remedy or power provided
      herein or by law or in equity.

17.   Representation of Counsel; Mutual Negotiation. Each party has had the
      opportunity to be represented by counsel of its choice in negotiating this
      Agreement. This Agreement shall therefore be deemed to have been
      negotiated and prepared at the joint request, direction and construction
      of the parties, at arm's-length, with the advice and participation of
      counsel, and shall be interpreted in accordance with its terms without
      favor to any party.

18.   Indemnification. The Company shall, to the maximum extent permitted by
      law, indemnify, defend and hold Executive harmless against all expenses,
      claims and


                                     - 12 -
<PAGE>
      liabilities, including reasonable attorney's fees, judgments, fines,
      settlements and other amounts actually incurred in connection with any
      action or proceeding, arising by reason of Executive's employment by the
      Company other than to the extent that Executive has acted in a manner
      inconsistent with a written Company policy or otherwise which would
      entitle the Company to terminate the Executive for Cause hereunder. The
      Company shall also advance to Executive any reasonable expenses incurred
      in defending any such proceeding (subject to the qualifications in the
      immediately preceding sentence) to the maximum extent permitted by law.

19.   Suit to Enforce. In any action or proceeding to enforce any provision of
      this Agreement, the prevailing party shall be entitled, in addition to
      other remedies, to recover its or his attorney's fees and costs of suit.


                                     - 13 -
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.

                                        HERBALIFE INTERNATIONAL, INC.

                                        By: /s/    CHRISTOPHER PAIR
                                            ------------------------------------
                                            Name:  Christopher Pair
                                            Title: President and Chief Executive
                                                   Officer

                                        HERBALIFE INTERNATIONAL OF AMERICA, INC.

                                        By: /s/    CHRISTOPHER PAIR
                                            ------------------------------------
                                            Name:  Christopher Pair
                                            Title: President and Chief Executive
                                                   Officer

                                        EXECUTIVE

                                        /s/ FRANK P. MORSE
                                        ----------------------------------------
                                        Frank P. Morse


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