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                                                                   EXHIBIT 10.38

                    SEPARATION AGREEMENT AND GENERAL RELEASE

        This Separation Agreement and General Release is entered into by and
between Timothy Gerrity ("Gerrity"), and Herbalife International of America,
Inc./Herbalife International, Inc., and/or any affiliate, subsidiary, parent or
any other associated entity of Herbalife International of America,
Inc./Herbalife International, Inc. (collectively, "Herbalife" or "the Company")
effective this 31st day of December, 2001 ("Resignation Date"). Gerrity and
Herbalife are referred to herein collectively as "the Parties."

                                    RECITALS

        A. Gerrity was employed as an Herbalife Executive Vice President and its
Chief Financial Officer.

        B. Gerrity and Herbalife have agreed that Gerrity will resign his
employment with Herbalife effective December 31, 2001.

        C. Gerrity and Herbalife wish their relationship to end amicably.

        NOW, THEREFORE, Gerrity and Herbalife agree and promise as follows:

        A. Consideration.

        1. In consideration of Gerrity's promises as set forth below, Herbalife
will provide Gerrity with the following consideration and payments in accordance
with the terms set forth herein:

           a) Herbalife will pay Gerrity one million six hundred thousand
              dollars ($1,600,000.00) in four equal installments in the amount
              of four hundred thousand dollars ($400,000.00) each, to be paid on
              June 30, 2002, September 30, 2002, December 31, 2002, and December
              31, 2003. Each quarterly payment will be made less applicable
              withholdings.

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           b) A full payout of Gerrity's SERP as of the Resignation Date
              ($1,010,219.00, less applicable withholdings, payable on January
              2, 2002);


           c) A payout of Gerrity's Deferred Compensation account, the value of
              which will be determined as of the Resignation Date. The payout of
              Gerrity's Deferred Compensation account will be in a lump sum
              ($3,052,169.53, payable on January 2, 2002, less applicable
              withholdings) in accordance with Gerrity's election under the
              Deferred Compensation Plan;

           d) A payout of Gerrity's accrued, unused vacation time as of the
              Resignation Date (which pursuant to Herbalife records totals
              932.84 hours) ($364,390.63, less applicable withholdings, payable
              on January 2, 2002); and,

           e) The cost of 18 months of COBRA health, dental and vision coverage
              for Gerrity at the rate currently in effect, grossed up, including
              taxes computed at the highest marginal federal and state income
              tax rates applied to the amount of this benefit, but without
              further tax "gross up" on the amount of this benefit ($17,052.84,
              payable in a lump sum on January 2, 2002);

           f) All amounts under Paragraph 1, sub-paragraphs (b), (c), (d) and
              (e) herein due on January 2, 2002, may be paid as an aggregate
              sum. All such payments will be made less applicable withholdings,
              where appropriate;

           g) Unless otherwise set forth in this Agreement, Gerrity's vested
              Stock Options will be exercisable in accordance with Herbalife's
              Stock Option Plan, and applicable law. Gerrity and the Company
              represent



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              and agree that the number and strike price of vested and unvested
              stock options Gerrity holds are currently set forth in the
              attached schedule, which is made a part of this Agreement as
              Exhibit "A." Notwithstanding the foregoing, the parties agree as
              follows:

                  (i)   Vested Options. The parties acknowledge that, pursuant
                        to the existing terms of Herbalife's stock option plan
                        and the stock option agreements between Gerrity and
                        Herbalife (collectively, the "Stock Option Materials"),
                        Gerrity is permitted to exercise stock options vested as
                        of the date hereof (the "Vested Options") not later than
                        90 days following the date hereof, subject to the
                        additional requirements of the Stock Option Materials.
                        Nothing in this Agreement amends or modifies such
                        provision(s).

                  (ii)  Unvested Options. Herbalife agrees that stock options
                        held by Gerrity that are not vested as of the date
                        hereof ("Unvested Options") shall continue to be
                        outstanding through and including December 31, 2002 (the
                        "Option Termination Date"). Effective as of the Option
                        Termination Date, to the extent that the vesting of
                        stock options granted by Herbalife to its employees is
                        accelerated for employees generally in connection with
                        a change of control transaction that occurs on or
                        before the Option Termination Date, then the Unvested
                        Options will be afforded the same acceleration treatment
                        as is provided to stock options held by employees
                        generally.


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                        Any tax liability resulting from any transaction or
                        occurrence described in this Paragraph 1(f)(i) and (ii),
                        will be borne by Gerrity.

        2. Gerrity will repay all of his outstanding loan obligations to
Herbalife, if any exist, on the Resignation Date -- which repayment is a
condition precedent to Herbalife's obligation to make any payment to Gerrity
under this Agreement.

        3. In partial consideration of Herbalife's covenants in this Agreement,
Gerrity hereby sells, conveys, transfers and assigns, effective as of the
Resignation Date, to Herbalife all of his right, title and interest in and to
all direct and indirect interests held by Gerrity (collectively, the "Gerrity
HOJ Interest") in the capital stock and other securities of Herbalife of Japan
K.K. ("HOJ"), including, without limitation, such interests held by Gerrity (i)
pursuant to the Agreement Concerning Share Allocation Plan for Specific
Directors of Herbalife of Japan K.K. dated December 1996, and (ii) through the
Herbalife of Japan K.K. Directors Share Allocation Plan. In connection with the
foregoing sale, conveyance, transfer and assignment, Gerrity hereby grants to
Herbalife a Power of Attorney to execute any and all instruments necessary to
effectuate the transfer of the Gerrity HOJ Interest. In addition to the
consideration set forth in Paragraph 1 herein, Herbalife will pay Gerrity on or
before January 2, 2002 the sum of four hundred and thirty-one thousand two
hundred and fifty dollars ($431,250.00) for Gerrity's transfer of all interests
in the Gerrity HOJ Interest to Herbalife as set forth herein ("HOJ Payment").
Gerrity hereby relinquishes and waives any and all claims with respect to any


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and all interests, direct or indirect, in the capital stock and other securities
of HOJ, including, without limitation, the Gerrity HOJ Interest. Gerrity
represents and warrants that the Gerrity HOJ Interest includes all direct and
indirect interests held by Gerrity in HOJ at any time, including upon the
original formation of the Directors Share Allocation Plan in 1996, and that no
interest therein has been conveyed, to any other person (including, without
limitation, any spouse or former spouse) or entity in any manner, whether by
contract, operation of law or otherwise, and Gerrity agrees to indemnify
Herbalife, HOJ and their respective officers, directors, affiliates and related
persons and entities and hold them harmless from and against all damages, costs,
expenses and losses (including, without limitation, attorneys' fees) incurred by
any of them arising from any claim asserted by any person or entity claiming to
own an interest in the Gerrity HOJ Interest. Gerrity makes no other
representations or warranties regarding this conveyance. Any tax liability
resulting from any transaction or occurrence described in this paragraph 3, will
be borne by Gerrity.

        4. Gerrity agrees that he voluntarily resigned his employment with
Herbalife, and that a press release has been or will be issued so stating.
Gerrity also agrees that he will voluntarily resign all other directorships with
Herbalife, if any exist. Gerrity further agrees that he will not apply for or
seek to enter into any employment with, or act as a distributor for, or engage
in any other business or consulting relationship with Herbalife. He further
acknowledges and agrees that Herbalife has no obligation to enter into any such
relationship, or any other business relationship with him. Gerrity agrees that
he will fully cooperate with Herbalife in winding up his pending work and assist
in an orderly transfer of his work to others, and that he will be available to
respond to inquiries about his work. Gerrity further agrees, on behalf of
himself and his legal successors and assigns, to execute such additional
documents and instruments and to take such additional actions as Herbalife may
request from time to time after the date hereof, in order to


                                        5

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complete, effectuate, perfect and better evidence the agreements of the parties
set forth in this Agreement. Gerrity will also reasonably cooperate with
Herbalife in the defense of any legal, administrative or other legal action
brought by any third party against Herbalife after his departure, in which
event, Herbalife will pay the reasonable cost of legal representation for
Gerrity in connection therewith, except that Herbalife will be relieved of any
such obligation in the event the subject legal, administrative, or other action
involves any allegation of criminal or other improper conduct on the part of
Gerrity.

        5. Gerrity's entitlement to the consideration described herein is
expressly contingent upon his execution and delivery of this Agreement to
Herbalife. The consideration set forth in this Agreement fully satisfies and
extinguishes any and all rights Gerrity may have pursuant to any other Herbalife
plan, agreement or policy, including, but not limited to all agreements, plans,
policies and other arrangements provided by Herbalife or any of its subsidiaries
or trusts sponsored, established or maintained by any of such entities,
including, without limitation, the Employment Agreement dated August 20, 2000,
the Senior Executive Change of Control Plan, the 1994 Performance-Based Annual
Incentive Compensation Plan, the 1992 Executive Incentive Compensation Plan, the
1991 Stock Option Plan, the Management Deferred Compensation Plan and related
trust(s), the Senior Executive Compensation Plan and related trust(s), the
Supplemental Executive Retirement Plan and related trust(s), the Executive
Medical Plan and all other health insurance and benefit plans, the Executive
Long-Term Disability Plan, the Executive Life Insurance Plan, Herbalife's
expense reimbursement plans and policies, and Herbalife's vacation plan. This
paragraph does not affect Gerrity's right to purchase COBRA insurance as set
forth in Paragraph 1(e).

        B. Confidentiality and Non-Disparagement.

        6. (a) Gerrity agrees not to disclose or misappropriate any and all
trade secrets or confidential or proprietary information of Herbalife
(collectively "Protected



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Information"). Protected Information means all information pertaining in any
manner to the business of Herbalife and its employees, distributors, suppliers,
vendors, customers, manufacturers, sales representatives, consultants, lawyers,
accountants, and business associates. This definition includes, but is not
limited to: (i) information regarding any potential acquisition or sale of the
Company; (ii) information about costs, profits, markets, sales, financial and
marketing data and bids; (iii) plans for business, marketing, future development
and new product concepts; (iv) employee personnel files and information about
employee compensation and benefits; (v) identity of and other business
information relating to Herbalife's customers and/or distributors, past, present
or future, together with each such customer's or distributor's habits or needs;
(vi) identity of and other business information relating to Herbalife's past,
present or future vendors, manufacturers and suppliers; and (vii) design
drawings and computer programs.

                (b) Gerrity acknowledges and agrees that use or disclosure of
Protected Information in breach of this Agreement would be difficult to prove.
Therefore, to forestall such disclosure, use, and breach, Gerrity agrees as
follows:

                (i) for a period of one year after his resignation, Gerrity
          shall not, directly or indirectly divert or attempt to divert from
          Herbalife any business of any kind in which it is engaged, unless
          Gerrity can show that any action taken in contravention of this
          subsection was done without the use in any way of any Protected
          Information;

                (ii) for a period of one year after his resignation, Gerrity
          shall not, directly or indirectly, solicit for any business purpose
          any distributor or vendor of Herbalife, unless Gerrity can show that
          any action taken in contravention of this subsection was done without
          the use in any way of any Protected Information;

                (iii) for a period of one year after his resignation, Gerrity
          shall not, directly or indirectly, attempt to solicit, induce, or
          persuade in any manner any of


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          Herbalife's officers, directors, employees, agents, suppliers,
          distributors, and/or independent contractors or sub-contractors to
          discontinue any relationship with Herbalife.

                (c) In the event of an actual or threatened breach of the
obligations set forth in Paragraph 6(a)-(b), the parties acknowledge that there
may be damages for which monetary compensation will not suffice and,
accordingly, the parties shall be entitled to injunctive and other equitable
relief in addition to any other rights or remedies they may possess or be
entitled to pursue.

        7. Gerrity agrees to return to Herbalife by the Resignation Date, any
and all documents, books, manuals, drawings, lists, writings, computer records
and other tangible Company property in his possession or control, including, but
not limited to the Herbalife pass key in his possession (including all copies
thereof) which he procured during or in connection with his employment with
Herbalife. Gerrity acknowledges that all such material is the property of
Herbalife solely and that Gerrity has no right, title, or interest in or to such
materials. Gerrity further acknowledges that his conduct pursuant to this
paragraph is material consideration for the payment referenced above.

        8. For and in consideration for Herbalife's commitments, Gerrity agrees
and promises not to disclose the substance, contents, amounts or terms of this
Agreement, except to Gerrity's legal, tax or financial advisors, or if compelled
to do so by court order or federal or state tax authorities or other agencies,
in which event Gerrity must immediately notify Herbalife's legal department to
allow it to assert Herbalife's rights under the law or this Agreement. Gerrity's
tax and financial advisors shall not be privy to any part or terms of this
Agreement other than financial information. In the event Gerrity reveals any
terms of this Agreement as permitted in this Paragraph 8, said person or persons
to whom such information is disclosed shall be instructed and must agree that
this is a private Agreement and that the terms of this Agreement may not be
revealed to


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any other person for any reason whatsoever. Gerrity acknowledges that his
promises of confidentiality, as set forth herein, are material and essential
consideration for Herbalife's promises and agreements herein.

        9. Gerrity agrees not to make any personal or business disparagement of
any present, former or future Herbalife officer, director, employee or
distributor. Gerrity also agrees not to disparage Herbalife or any past, present
or future Herbalife products. This provision prohibits Gerrity from, among other
things, saying anything negative or critical regarding Herbalife or the
foregoing individuals (as individuals or in any other capacity) or products.

        10. In addition to and not in limitation of the provisions of
paragraphs 6, 7, 8 and 9 of this Agreement, Gerrity agrees that he will not,
directly or indirectly through one or more other entities, persons or
instrumentalities, during the period commencing on the date hereof and ending on
the date that is two (2) years thereafter, (i) make any contact or engage in any
communication with any representative of persons or entities who previously
submitted offers or indications of interest to engage in a change of control
transaction with Herbalife in the year 2001 -- except nothing in this
sub-paragraph shall prohibit Gerrity from contacting or communicating with
persons or business units within such entities that had no involvement in the
offers or indications of interest to engage in such a change of control
transaction; (ii) effect or seek, offer or propose (whether publicly or
otherwise) to effect, or cause or participate in or in any way assist any other
person to effect or seek, offer or propose (whether publicly or otherwise) to
effect or participate in, (A) any acquisition of any securities (or any
beneficial ownership thereof) or assets of Herbalife or any of its subsidiaries
(except solely the exercise of Vested Options and Unvested Options, as such
terms are defined and as provided in paragraph 1(f) of this Agreement); (B) any
tender or exchange offer, merger or other business combination involving
Herbalife or any of its subsidiaries; (C) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with respect to
Herbalife or any of its subsidiaries; or (D) any solicitation of proxies (as
such terms are used in the proxy rules of the Securities and Exchange
Commission) or consents to vote any voting securities of Herbalife; (iii)
otherwise act, alone or in concert with others, to seek to control or influence
the management, Board of Directors or policies of Herbalife; (iv) take any
action which might require Herbalife to make a public announcement regarding any
of the types of matters described in this paragraph; or (v) enter into any
discussions or arrangements with any third party with respect to any of the
foregoing.



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        11. To the extent Gerrity violates the terms of paragraphs 6, 7, 8, 9 or
10 herein, it will be impracticable for Herbalife to prove its monetary damages.
For that reason, in addition to any other legal or equitable remedies to which
Herbalife would be entitled (including money damages), in the event of Gerrity's
breach of the terms of paragraphs 6, 7, 8, 9 or 10, Herbalife will be entitled
to liquidated damages against Gerrity in the amount of one million dollars
($1,000,000.00).

        12. Nothing in this Agreement shall prevent Gerrity from: (a) disclosing
information or documents in response to court order. In the event Gerrity is
subject to any such court order, Gerrity shall immediately so inform Herbalife's
legal department, and if applicable, those individuals as enumerated in
Paragraph 8 who are involved, so as to allow Herbalife and such individuals to
assert its, his or her rights under law or this Agreement; (b) responding
truthfully to any inquiry initiated by a government agency or entity; (c)
disclosing information in proceedings to enforce the terms of this Agreement; or
(d) testifying truthfully or providing truthful information under oath in any
legal, administrative or other proceeding. Gerrity, however, is prohibited from
instituting, encouraging or cooperating in any act or omission which gives rise
to any request for disclosure described in this Paragraph 12. It will not be a
violation of this Agreement for


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either party to reveal the existence of the confidentiality and
non-disparagement provisions contained herein.

        13. Herbalife agrees not to disparage Gerrity, provided, however, that
this Paragraph 13 may be enforced against Herbalife only as to statements made
by Herbalife employees who are Executive Vice President level and above.
Additionally, nothing in this paragraph 13 shall prohibit Herbalife from
responding to court process regarding Gerrity, nor from giving truthful
testimony or information in any proceeding or in response to lawful subpoena or
inquiry by any agency or court. Neither party shall be prohibited from rebutting
disparagement made or instigated by the other, and any such rebuttal will not be
a violation of the non-disparagement clauses herein at Paragraphs 9 and 13.
Neither Party shall make any representation regarding any aspect of Gerrity's
employment, including, but not limited to, his job performance. Notwithstanding
the foregoing, either Party may state Gerrity's duration of employment and job
titles at Herbalife.

        C. Further Agreements and Representations.

        14. Gerrity represents and warrants that he has not filed or initiated
any claim, action, charge, complaint or suit of any kind against Herbalife or
any Employer Released Party (as that term is defined in Paragraph 24 herein),
and Gerrity further agrees that he will not file or initiate any claim, action,
charge, complaint or suit of any kind against any Employer Released Party.
Gerrity agrees that he will not assist, encourage, or cooperate with any other
person or entity in instituting, prosecuting or obtaining any subpoena, document
request, inquiry or investigation regarding Herbalife, or in making or asserting
any claim or action against Herbalife, and Gerrity further agrees that he will
not assist, encourage, permit or authorize any other person or entity to
institute a claim or action on his behalf or as part of a class action against
Herbalife, or any Employer Released Party.



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        15. Any dispute regarding any aspect of this Agreement ("arbitrable
dispute"), shall be submitted to arbitration in Los Angeles, California, before
an experienced arbitrator licensed to practice law in California and selected in
accordance with the rules of the American Arbitration Association. Except as set
forth in Paragraph 6(c) herein, this shall be the exclusive remedy for any such
claim or dispute, and Herbalife shall pay all administrative and arbitrator's
costs and fees associated with any such arbitration proceeding. Any such
arbitration shall be conducted in accordance with California law regarding
arbitration of employment claims. All substantive and procedural law will apply
in the arbitration as if the parties were in Court. The arbitrator will provide
a written decision, sufficiently detailed to be reviewed by a Court of law. Each
party will bear its own attorneys' fees in arbitration. This provision is an
explicit waiver of any right to a trial by jury. Should any party to this
Agreement hereafter institute any legal action or administrative proceeding
against the other with respect to any claim waived by this Agreement or pursue
any arbitrable dispute by any method other than said arbitration (except as set
forth in paragraph 6(c) herein), the responding party shall be entitled to
recover from the initiating party all damages, costs, expenses and attorneys'
fees incurred as a result of such action.

        16. It is understood and agreed that this is a compromise settlement of
potential disputed claims, and the furnishing of the consideration for this
Agreement shall not be deemed or construed as an admission of liability,
responsibility or wrongdoing by Herbalife or Gerrity for any purpose, all of
which liability, responsibility or wrongdoing are hereby denied. It is further
agreed and understood that this Agreement is being entered into solely for the
purpose of avoiding expense and inconvenience.

        17. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.


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        18. Should any provision of this Agreement or any portion thereof, be
declared or be determined by 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 automatically conformed to
the law, if possible, or deemed not to be part of the Agreement.

        19. The Parties to this Agreement acknowledge that they have entered
into this Agreement voluntarily, without coercion and based upon their judgment
and not in reliance upon any representation or promises made by the other party
other than those contained therein. This Agreement constitutes the entire
agreement among the Parties regarding the subject matter hereof and shall be
deemed a fully integrated agreement, which recites the sole consideration for
the promises exchanged herein. The Parties have read this Agreement, and they
are fully aware of its contents and of its legal effect and acknowledge that all
promises, waivers and agreements herein are knowing and voluntary. The Parties
also acknowledge that they have had the opportunity to consult and have
consulted with counsel with regard to that Agreement.

        20. If any action is brought to enforce or interpret any provision of
the Agreement or the rights or obligations of any party hereunder, to the extent
not prohibited by California law, the prevailing party shall be entitled to
recover, as an element of such party's costs of suit, and not as damages, all
attorneys', accountants and other expert fees and costs incurred or sustained by
such prevailing party in connection with such action, including, without
limitation, legal fees and costs. The "prevailing party" shall be defined as the
party who is entitled to recover her/its costs of suit.

        21. The Parties hereby agree to make, execute and deliver such other
instruments or documents, and to do or cause to be done such further or
additional acts, as reasonably may be necessary to effectuate the purposes or to
implement the terms of


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this Agreement. This Agreement may not be modified or cancelled, nor may any
provision with respect to it be waived, except in a writing signed by the
Parties.

        22. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective heirs, legal representatives, successors and
assigns.

        23. Notwithstanding the provisions of Paragraph 11 herein, and in
addition thereto, if Gerrity materially breaches this Agreement, he will be
entitled to no further consideration under the Agreement and will return to
Herbalife all consideration paid to him under the Agreement prior to the breach.

        24. (a) For and in consideration of the promises and commitments set
forth herein, Gerrity on behalf of himself, his descendants, ancestors,
dependents, heirs, executors, administrators, assigns and successors, covenants
not to sue, and fully and forever releases and discharges Herbalife and its and
their parent(s), affiliates, successors, divisions, assigns, distributors,
subsidiaries, and the estate of Mark Hughes and/or the Mark Hughes Family Trust,
together with its or their past and present directors, officers, agents,
representatives, consultants, insurers, attorneys, current and previous
employees, and stockholders (collectively, "Employer Released Parties"), from
all claims, liabilities, demands, rights, liens, agreements, contracts,
covenants, actions, suits, obligations, debts, costs, expenses, attorneys' fees,
damages, judgments, orders, liabilities and causes of action known or unknown,
which he may have or claim to have against the Employer Released Parties prior
to the date of execution of this Release Agreement, including but not limited to
any and all rights and claims arising out of Gerrity's employment or termination
of employment with Herbalife, or any other transactions, occurrences, acts or
omissions or any loss, damage or injury whatsoever, known or unknown, suspected
or unsuspected, resulting from any act or omission by or on the part of the
Employer

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Released Parties, committed or omitted prior to the date of the Agreement,
including, but not limited to, any and all rights and claims whether based on
tort, contract (implied or express) or any federal, state or local law, statute
or regulation (collectively, the "Released Claims"). By way of example, and not
in limitation of the foregoing, the Released Claims shall include any claims
based upon or related to the Civil Rights Act of 1964, Title VII, as amended,
the California Fair Employment and Housing Act, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act,
the California Family Rights Act, the California State or United States
Constitutions, the California Labor, and Civil or Business and Professions
Codes, any and all tort claims, including, but not limited to, negligence,
retaliation, violation of public policy, intentional or negligent infliction of
emotional distress, discrimination, harassment, wrongful termination, invasion
of privacy or defamation. Gerrity also explicitly acknowledges and agrees that
this Agreement releases and waives any rights or claims he may have pursuant to
any other Herbalife plan, agreement or policy, including, but not limited to,
all agreements, plans, policies and other arrangements provided by Herbalife or
any of its subsidiaries or trusts sponsored, established or maintained by any of
such entities, including, without limitation, the Employment Agreement dated
August 20, 2000, the Senior Executive Change of Control Plan, the 1994
Performance-Based Annual Incentive Compensation Plan, the 1992 Executive
Incentive Compensation Plan, the 1991 Stock Option Plan, the Management Deferred
Compensation Plan and related trust(s), the Senior Executive Compensation Plan
and related trust(s), the Supplemental Executive Retirement Plan and related
trust(s), the Executive Medical Plan and all other health insurance and benefit
plans, the Executive Long-Term Disability Plan, the Executive Life Insurance
Plan, Herbalife's expense reimbursement plans and policies, and Herbalife's
vacation plan.



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<PAGE>

                (b) For and in consideration of Gerrity's commitments and
promises, Herbalife, on behalf of itself, its parent and subsidiary
corporations, and its affiliates, shareholders, officers, employees, successors
and assigns (collectively, Herbalife), covenants not to sue as to any claims
released by this Agreement and fully and forever releases and discharges Gerrity
and his heirs, successors, assigns, representatives and estate (collectively,
the "Gerrity Releasees"), from any and all claims, liabilities, demands, rights,
liens, agreements, contracts, covenants, actions, suits, obligations, debts,
costs, expenses, attorneys' fees, damages, judgments, orders, liabilities, and
causes of action, known or unknown, which Herbalife may have or claim to have
against the Gerrity Releasees prior to the date of the execution of this
Agreement, including but not limited to any and all rights and claims arising
out of Gerrity's employment or termination of employment with Herbalife, or any
other transactions, occurrences, acts or omissions or any loss, damage or injury
whatsoever, known or unknown; suspected or unsuspected, resulting from any act
or omission by or on the part of the Gerrity Releasees, committed or omitted
prior to the date of the Agreement, including, but not limited to, any and all
rights and claims whether based on tort, contract (implied or express) or any
federal, state or local law, statute or regulation (collectively, the "Released
Claims").

        25. Except for the obligations created by or arising from this
Agreement, the Parties understand that this is a full and final release covering
all unknown and unanticipated injuries, debts, claims, or damages to either
party, which may have arisen or may arise in connection with any act or omission
by either party released herein prior to the date of execution of this
Agreement. For that reason, the parties waive any and all rights or benefits
which they may have pursuant to Section 1542 of the California Civil Code, which
provides as follows:


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        A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
        KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
        RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
        SETTLEMENT WITH THE DEBTOR.

        26. Age Discrimination Claims. Gerrity understands and agrees that: (i)
certain terms of this Agreement constitute a waiver of any rights or claims he
might have under the Age Discrimination in Employment Act, as amended by the
Older Workers Benefit Protection Act, 29 U.S.C. Sections 612-634; (ii) he has
received consideration beyond that to which he was previously entitled; (iii) he
has been advised to consult with an attorney regarding the terms of this
Agreement which constitute a waiver of Age Discrimination in Employment Act
claims; and (iv) he has been offered the opportunity to evaluate the terms of
his waiver of claims under the Age Discrimination in Employment Act for not less
than twenty-one (21) days. Gerrity may revoke his waiver of Age Discrimination
in Employment Act claims (by written notice to Herbalife's counsel) for a period
of seven (7) days after his execution of this Agreement, and his waiver of such
claims shall become enforceable only upon the expiration of this revocation
period without prior revocation by Gerrity. The terms of this paragraph 26 are
applicable only to Gerrity's waiver of Age Discrimination in Employment Act
claims. Revocation of Gerrity's waiver of such claims pursuant to this paragraph
26 will not revoke Gerrity's other promises, releases, waivers and agreements
herein, including, but not limited to, all releases and waivers contained in
paragraphs 24(a) and 25 herein, all of



                                       17


<PAGE>

which will remain in full force and effect. In the event Gerrity revokes his
waiver of Age Discrimination in Employment Act claims, he will not be entitled
to any further consideration under this Agreement as of the date of revocation.
Consideration paid to Gerrity prior to any such revocation, will serve as good
and valuable consideration for Gerrity's other promises, waivers and releases
contained herein.


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<PAGE>



        27. This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. By way of example and not in
limitation, this Agreement shall not be construed in favor of the party
receiving a benefit nor against the party responsible for any particular
language in this Agreement.



DATED: Dec 26 2001                          By: /s/ TIMOTHY GERRITY
     ----------------------------               --------------------------------
                                                    Timothy Gerrity


DATED: 12-26-01                                 HERBALIFE INTERNATIONAL OF
     ----------------------------               AMERICA, INC./HERBALIFE
                                                INTERNATIONAL


                                             By: /s/ FRANCIS X. TIRELLI
                                                 -------------------------------


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