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                                                                  EXHIBIT 10.37


                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "AGREEMENT"), dated effective as of
November 1, 2001 (the "EFFECTIVE DATE"); is made and entered by and between
Francis X. Tirelli (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 employ the Executive commencing
        effective as of the Effective Date and through and including October 31,
        2002 (unless extended by mutual agreement in writing of the parties).
        References to the "TERM" shall mean the foregoing employment period plus
        any renewal or extension term mutually agreed upon in writing by the
        parties. 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 President and
                Chief Executive Officer of the Company, with such authority and
                duties as assigned to him from time to time by the Board of
                Directors of Parent that are consistent with the customary
                duties of an officer with such or a similar title. Executive
                will 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 Board
                of Directors of Parent.

        (b)     During the Term, the Executive shall, during customary business
                hours (Monday through Friday), devote substantially all his
                working time,


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                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 Sign-On Bonus. During the Term, the Executive shall
                receive a salary at the per annum rate of $900,000, 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." In addition, the Company
                shall pay Executive a special sign-on bonus in the amount of
                $150,000; such amount will be paid on January 2, 2002.

        (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. In
                particular, but without limiting the foregoing, the parties
                acknowledge that Executive's bonus target for performance in
                2002 shall be structured in a manner, and shall afford Executive
                the opportunity to earn a bonus at a level, that is
                substantially equivalent to that of the Company's previous
                President and Chief Executive Officer.



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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 fulltime 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
                contenders 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.

        (d)     Termination by the Executive Without Good Reason. The Executive
                may terminate his employment hereunder for other than Good
                Reason (as defined



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                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 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



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                (including, without limitation, reimbursement of amounts under
                Section 3) to which the Executive is then entitled hereunder and
                (ii) one additional year of Base Salary and Executive's target
                bonus for the current year (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 (1) 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) one additional year of Base Salary and
                Executive's target bonus for the current year (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. Parent confirms the grant to Executive of stock
                options (the "OPTIONS") to acquire 500,000 shares of Parent's
                Class B Common Stock, such stock options to have a strike price
                of $11.30 per share (the closing sale price of such shares on
                the NASDAQ Stock Market on the Effective Date). The parties
                agree that the Options will vest in equal monthly installments
                over a period of three years commencing on the Option Effective
                Date, but will fully accelerate and become immediately
                exercisable in the event of a change of control of Parent (as
                defined in the stock option agreement evidencing the Options).
                Further, in the event of the termination by the Company of
                Executive's employment without Cause or Executive's termination
                of his employment for Good Reason, Parent agrees that the
                Options will fully accelerate and become immediately
                exercisable. In the



                                      -6-
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                event of the termination of Executive's employment for any other
                reason, all Options will terminate upon the effective date of
                such termination. Except as expressly set forth in this
                paragraph, the other terms and conditions of the Options will be
                as set forth in Parent's standard form of stock option
                agreement, which will be prepared and executed promptly
                following the execution and delivery of this Agreement.

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 from calling on or otherwise maintaining
                a relationship with Distributors or suppliers of the Company or
                any of its subsidiaries during or after the



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                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 available 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.

        (d)     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 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



                                      -8-
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                  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,
                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.



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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 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



                                      -10-
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        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.     Warrant . 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:

                Francis X. Tirelli

                -------------------------------------

                -------------------------------------



                                      -11-
<PAGE>

        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 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



                                      -12-
<PAGE>


        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/   TIMOTHY GERRITY
                                        ---------------------------------------
                                        Name:
                                        Title:



                                    HERBALIFE INTERNATIONAL OF AMERICA, INC.



                                    By: /S/   TIMOTHY GERRITY
                                        ---------------------------------------
                                        Name:
                                        Title:



                                    EXECUTIVE



                                    /S/ FRANCIS X. TIRELLI
                                    -------------------------------------------
                                    Francis X. Tirelli