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                                                                   EXHIBIT 10.46

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "AGREEMENT"), dated as of July 31, 2003
is made and entered into by Gregory L. Probert ("EXECUTIVE") and HERBALIFE
INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The
parties to this Agreement agree as follows:

1.       Employment Term. The Company shall employ Executive and Executive shall
         continue in the employ of the Company for the three-year period from
         August 11, 2003 to August 11, 2006.

2.       Duties. Executive shall serve in the Los Angeles, California area as an
         Executive Vice President of the Company until December 31, 2003, and
         thereafter as the Company's Chief Operating Officer, with all of the
         authority, duties and responsibilities commensurate with such
         positions. Executive shall report to the Chief Executive Officer.

3.       Compensation and Related Matters.

         (a)      Salary. From August 11, 2003 through December 31, 2003,
                  Executive shall receive a salary at the per annum rate of Five
                  Hundred Twenty Five Thousand Dollars ($525,000), payable in
                  accordance with the Company's payroll practices for senior
                  executives. Starting on January 1, 2004, Executive shall
                  receive a salary at the per annum rate of not less than Six
                  Hundred Eighty Thousand Dollars ($680,000), payable in
                  accordance with the Company's payroll practices for senior
                  executives.

         (b)      Employee Benefits. Executive and Executive's qualified
                  dependents 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, D&O, accidental death and dismemberment,
                  and life insurance), subject to and on a basis consistent with
                  the terms, conditions and overall administration of such plans
                  and subject to the Company's right to modify, amend or
                  terminate any such plan or arrangement with or without prior
                  notice. Executive shall become eligible to participate in the
                  Company's 401K program on January 1, 2004, and Executive shall
                  be eligible to participate in the Company's Deferred
                  Compensation program on October 1, 2003.

         (c)      Bonus. Executive will be eligible for a target bonus, but any
                  bonus will be paid following the completion of the relevant
                  calendar year at such time bonuses are paid to the Company's
                  other senior executives, and no bonus shall be paid if
                  Executive is no longer employed by the Company, unless
                  Executive's employment terminates as a result of the
                  expiration of the three-year term of this Agreement, the
                  Executive is terminated without Cause, or the Executive
                  resigns for Good Reason which will be deemed to have occurred
                  if Executive terminates his employment because of (i) a
                  material diminution of Executive's duties as Executive Vice
                  President or Chief Operating Officer of the Company, as
                  applicable, (ii) the

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                  imposition of a requirement that Executive report to a person
                  other than the Chief Executive Officer or Chairman of the
                  Company, (iii) the breach by the Company in any respect of any
                  of its obligations under this Agreement, and, in any such case
                  (but only if correction or cure is possible), the failure by
                  the Company to correct or cure the circumstance or breach on
                  which such resignation is based within 30 days after receiving
                  notice from Executive describing such circumstance or breach
                  in reasonable detail or (iv) the relocation of Executive's
                  primary office location to a location more than 75 miles
                  outside the Los Angeles, California area.

                           (i)      For the fiscal year ending December 31,
                                    2003, the Company shall pay the Executive a
                                    cash bonus in the amount of 75% of the
                                    applicable annual bonus calculated in
                                    accordance with the then-current bonus
                                    formula approved by the Company for its most
                                    senior officers.

                           (ii)     For each fiscal year ending after December
                                    31, 2003, the Company shall pay the
                                    Executive a cash bonus in the amount of 100%
                                    of the applicable annual bonus calculated in
                                    accordance with the then-current bonus
                                    formula approved by the Company for its most
                                    senior officers.

         (d)      Vacation. Executive shall be entitled to three (3) weeks of
                  vacation during each year, accrued at the rate of 4.62 hours
                  per pay period. Executive will be eligible to use vacation
                  after six months of continuous employment.

4.       Termination Payment. If Executive is terminated by the Company without
         Cause or resigns for Good Reason before August 11, 2005, Executive will
         receive a lump sum severance payment in the amount of one year's salary
         at Executive's then-current salary plus bonus. If Executive is
         terminated by the Company without Cause or resigns for Good Reason
         between August 11, 2005 and August 11, 2006, Executive will receive a
         lump sum severance payment in the amount of one year's salary at
         Executive's then-current salary. As a precondition to the Company's
         obligation to pay this lump sum severance, Executive agrees to execute
         and deliver to the Company a fully effective general release in the
         form attached to this Agreement as Attachment A. During the one-year
         period following a termination without Cause or resignation for Good
         Reason, Executive will have no duty to mitigate. In the event that
         Executive has not obtained subsequent employment by one year after a
         termination without Cause or resignation for Good Reason, the Company
         will commence paying Executive's salary in accordance with the
         Company's payroll practices for senior executives, through the
         remainder of the Employment Term through August 11, 2006, subject to
         Executive's duty to mitigate, and such payments shall cease if
         Executive obtains employment or if Executive fails to document to the
         Company on a monthly basis that Executive is making reasonable efforts
         to seek employment. For purposes of this Agreement, the Company shall
         have "Cause" to terminate the Executive's services in the event of any
         of the following acts or circumstances: (i) Executive's conviction of a
         felony or entering a plea of guilty or nolo contendere to any crime
         constituting a felony (other than a traffic violation or by reason of
         vicarious liability); (ii) Executive's substantial and repeated failure
         to attempt to perform Executive's lawful duties as contemplated in
         Section

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         2 of this Agreement, except during periods of physical or mental
         incapacity; (iii) Executive's gross negligence or willful misconduct
         with respect to any material aspect of the business of the Company or
         any of its affiliates, which negligence or misconduct has a material
         and demonstrable adverse effect on the Company; or (iv) any material
         breach of this Agreement or any material breach of any other written
         agreement between Executive and the Company's affiliates governing
         Executive's equity compensation arrangements (i.e., any agreement with
         respect to Executive's stock and/or stock options of any of the
         Company's affiliates); provided, however, that Executive shall not be
         deemed to have been terminated for Cause in the case of clause (iv)
         above, unless any such breach is not fully corrected prior to the
         expiration of the fifteen (15) calendar day period following delivery
         to Executive of the Company's written notice of its intention to
         terminate his employment for Cause describing the basis therefor in
         reasonable detail.

5.       Confidential and Proprietary Information.

         (a)      The parties agree and acknowledge that during the course of
                  Executive's employment, Executive will be 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 affiliates (which includes but
                  is not limited to all of its business units, divisions and
                  affiliates) and their business, equipment, products and
                  employees, including, without limitation: the identities of
                  the Company's and its affiliates' distributors and customers
                  and potential distributors and customers (hereinafter referred
                  to collectively as "DISTRIBUTORS"), including, without
                  limitation, the identity of Distributors that Executive
                  cultivates or maintains while providing services at the
                  Company or any of its affiliates using the Company's or any of
                  its affiliates' 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 affiliates'
                  business methods, practices, strategies, forecasts, pricing,
                  and marketing techniques; the identities of the Company's and
                  its affiliates' licensors, vendors and other suppliers and the
                  identities of the Company's and its affiliates' contact
                  persons at such licensors, vendors and other suppliers; the
                  identities of the Company's and its affiliates' 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 affiliates and their business, operations, financial
                  condition, results of operations and prospects. Executive
                  expressly agrees to use such trade secrets and confidential
                  information only for purposes of carrying out his duties for
                  the Company and its affiliates as he deems appropriate in his
                  good faith judgment, 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 affiliates. 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 or confidential information, and,
                  except

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                  as required by law, Executive shall not disclose such trade
                  secrets or confidential information, directly or indirectly,
                  to any other person or entity. 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
                  Executive, (ii) becomes available to Executive on a
                  non-confidential basis from a source other than the Company or
                  any of its affiliates, provided that Executive has no
                  knowledge that such source is 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 affiliates
                  or any other person or entity or (iii) is approved for release
                  by the board of directors of the Company or any of its
                  affiliates or which the board of directors of the Company or
                  any of its affiliates 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 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 affiliates are and shall remain the sole and exclusive
                  property of the Company and its affiliates, as applicable.
                  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 affiliates and all such property (except
                  for any items of personal property not owned by the Company or
                  any of its affiliates), materials and information in his
                  possession or under his custody or control upon the
                  termination of his employment (other than such materials
                  received by Executive solely in his capacity as a shareholder)
                  or at any other time upon request by the Company shall be
                  immediately turned over to the Company and its affiliates, as
                  applicable.

         (c)      All inventions, improvements, trade secrets, reports, manuals,
                  computer programs, tapes and other ideas and materials
                  developed or invented by 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 affiliates which result from or
                  are suggested by any work Executive may do for the Company or
                  any of its affiliates or which result from use of the
                  Company's or any of its affiliates' premises or property
                  (collectively, the "DEVELOPMENTS") shall be the sole and
                  exclusive property the Company and its affiliates, as
                  applicable. Executive assigns and transfers to the Company his
                  entire right and interest in any such Development, and
                  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 affiliates may reasonably request, it
                  being agreed that the preparation of any such documents shall
                  be at the Company's expense. Nothing in this paragraph applies
                  to an invention which qualifies fully under the provisions of
                  California Labor Code Section 2870.

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         (d)      Following the termination of Executive's employment, Executive
                  will reasonably cooperate with the Company (at the Company's
                  expense, if Executive reasonably incurs any out-of-pocket
                  costs with respect thereto) in any defense of any legal,
                  administrative or other action in which the Company or any of
                  its affiliates or any of their distributors or other business
                  relations are a party or are otherwise involved, so long as
                  any such matter was related to Executive's duties and
                  activities conducted on behalf of the Company or its
                  Subsidiaries.

         (e)      The provisions of this Section 5 and Section 6 shall survive
                  any termination of this Agreement and termination of
                  Executive's employment with the Company.

6.       Non-Solicitation. Executive acknowledges that in the course of his
         employment for the Company he will become familiar with the Company's
         and its affiliates' trade secrets and other confidential information
         concerning the Company and its affiliates. Accordingly, Executive
         agrees that, during Executive's employment and for a period of
         twenty-four (24) months immediately thereafter (the "NONSOLICITATION
         PERIOD"), he will not directly or indirectly through another entity (i)
         induce or attempt to induce any employee or Distributor of the Company
         or any of its affiliates to leave the employment of, or cease to
         maintain its distributor relationship with, the Company or such
         affiliate, or in any way interfere with the relationship between the
         Company or any such affiliate and any employee or Distributor thereof,
         (ii) hire any person who was an employee of the Company or any of its
         affiliates at any time during the Nonsolicitation Period or enter into
         a distributor relationship with any person or entity who was a
         Distributor of the Company or any of its affiliates at any time during
         the Nonsolicitation Period, (iii) induce or attempt to induce any
         Distributor, supplier, licensor, licensee or other business relation of
         the Company or any of its affiliates to cease doing business with the
         Company or such affiliate, or in any way interfere with the
         relationship between such Distributor, supplier, licensor, licensee or
         business relation and the Company or any of its affiliates or (iv) use
         any trade secrets or other confidential information of the Company or
         any of its affiliates to directly or indirectly participate in any
         means or manner in any competitive business, wherever located.

7.       Injunctive Relief. 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
         business of the Company and its affiliates and (c) agree that any
         violation of Section 5 or 6 will result in irreparable injury to the
         Company and its affiliates, 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 affiliates for such a
         violation. Accordingly, Executive agrees that if Executive violates or
         threatens to violate 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 seek specific performance and injunctive
         relief, without posting bond or other security, and without the
         necessity of proving actual damages. In addition, in the event of a
         violation or threatened violation by Executive of Section 5 or 6 of
         this Agreement, the Nonsolicitation Period will be tolled until such
         violation or threatened violation has been duly cured. If, at the time
         of enforcement of Sections 5 or 6 of this Agreement, a court holds that
         the restrictions stated therein are

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         unreasonable under circumstances then existing, the parties hereto
         agree that the maximum period, scope or geographical area reasonable
         under such circumstances shall be substituted for the stated period,
         scope or area.

8.       Assignment; Successors and Assigns. 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 Executive's rights hereunder be subject to
         encumbrance of the claims of creditors. This Agreement may be assigned
         by the Company without the consent of Executive to (a) any entity
         succeeding to all or substantially all of the assets or business of the
         Company, whether by merger, consolidation, acquisition or otherwise
         (upon which entity the Agreement shall be binding), or (b) any
         affiliate; provided, however, that in neither case shall the Company be
         released from its obligations hereunder, nor shall any assignment to an
         affiliate lessen the Executive's rights with respect to his position,
         duties, responsibilities or authority with respect to the Company.

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 of this
         Agreement should ever be adjudicated by a court of competent
         jurisdiction to be unenforceable, then such provision shall be deemed
         reformed to the maximum extent permitted by applicable law, and the
         invalidity or unenforceability of any provision shall not affect the
         validity or enforceability of any other provision of this Agreement.

11.      Warranty. As an inducement to the Company to enter into this Agreement,
         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.

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:

         (a)      If to the Company:

                  Herbalife International of America, Inc.
                  1800 Century Park East
                  Los Angeles, California 90067
                  Attention: Members of the Compensation Committee of the Board
                    of Directors
                  Telecopy: (310) 557-3906

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                  with a copy to:

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

         (b)      if to Executive, to:

                  Gregory L. Probert
                  1440 St. Albans Rd.
                  San Marino, California 91108

                  with a copy to:

                  Cathy J. Frankel, Esq.
                  Moses & Singer LLP
                  1301 Avenue of the Americas
                  New York, New York 10019-6076

         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.      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.

14.      Entire Agreement. The terms of this Agreement are intended by the
         parties to be the final expression of their agreement with respect to
         the subject matter hereof and this Agreement supersedes (and may not be
         contradicted by, modified or supplemented by) any prior or
         contemporaneous agreement, written or oral, with respect thereto, with
         the sole exception of the Non-Statutory Stock Option Agreement. The
         parties further intend that this Agreement shall constitute the
         complete and exclusive statement 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.

15.      Amendments; Waivers. This Agreement may not be modified, amended, or
         terminated except by an instrument in writing, signed by Executive and
         a duly authorized representative of 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.

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16.      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.

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

                                    EXECUTIVE

                                    By: /s/ Gregory L. Probert
                                        ----------------------------------------
                                         Gregory L. Probert

                                    HERBALIFE INTERNATIONAL OF AMERICA, INC.

                                    By: /s/ Michael O. Johnson
                                        ----------------------------------------

                                    Name: Michael O. Johnson

                                    Title: CEO

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                                  ATTACHMENT A

                          AGREEMENT AND GENERAL RELEASE

                  Agreement and General Release ("AGREEMENT"), by and among
Gregory L. Probert ("EXECUTIVE" and referred to herein as "you") and HERBALIFE
INTERNATIONAL OF AMERICA, INC., a California corporation (the "COMPANY").

         1.       In exchange for your waiver of claims against the Company
Entities (as defined below) and compliance with other terms and conditions of
this Agreement, upon the effectiveness of this Agreement, the Company agrees to
provide you with the payments and benefits provided in Section 4 of your
Employment Agreement with the Company.

         2.       (a)      In consideration for the payments and benefits to be
provided to you pursuant to paragraph 1 above, you, for yourself and for your
heirs, executors, administrators, trustees, legal representatives and assigns
(hereinafter referred to collectively as "RELEASORS"), forever release and
discharge the Company and its past, present and future parent entities,
subsidiaries, divisions, affiliates and related business entities, successors
and assigns, assets, employee benefit plans or funds (including, without
limitation, each of Whitney & Co., L.L.C., Golden Gate Private Equity, Inc., any
investment fund managed by either of them and any affiliate of any of the
aforementioned persons or entities), and any of its or their respective past,
present and/or future directors, officers, fiduciaries, agents, trustees,
administrators, employees and assigns, whether acting on behalf of the Company
or in their individual capacities (collectively the "COMPANY ENTITIES") from any
and all claims, suits, demands, causes of action, covenants, obligations, debts,
costs, expenses, fees and liabilities of any kind whatsoever in law or equity,
by statute or otherwise, whether known or unknown, vested or contingent,
suspected or unsuspected and whether or not concealed or hidden (collectively,
the "CLAIMS"), which you ever had, now have, or may have against any of the
Company Entities by reason of any act, omission, transaction, practice, plan,
policy, procedure, conduct, occurrence, or other matter related in any way to
your employment by (including, but not limited to, termination thereof) the
Company Entities up to and including the date on which you sign this Agreement,
except as provided in subsection (c) below.

                  (b)      Without limiting the generality of the foregoing,
this Agreement is intended to and shall release the Company Entities from any
and all claims, whether known or unknown, which Releasors ever had, now have, or
may have against the Companies Entities arising out of your employment or
termination thereof, including, but not limited to: (i) any claim under the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Employee Retirement Income Security Act of
1974 (excluding claims for accrued, vested benefits under any employee benefit
or pension plan of the Company Entities subject to the terms and conditions of
such plan and applicable law), the Family and Medical Leave Act, the Worker
Adjustment and Retraining Notification Act of 1988, or the Fair Labor Standards
Act of 1938, in each case as amended; (ii) any claim under the California Fair
Employment and Housing Act, the California Labor Code, the California Family
Rights Act, or the California Pregnancy Disability Leave Law; (iii) any other
claim (whether based on federal, state, or local law (statutory or decisional),
rule, regulation or ordinance) relating to or arising out of your employment,
the terms and conditions of such employment, the

                                  Page 9 of 12
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termination of such employment, including, but not limited to, breach of
contract (express or implied), wrongful discharge, detrimental reliance,
defamation, emotional distress or compensatory or punitive damages; and (iv) any
claim for attorneys' fees, costs, disbursements and/or the like.

                  (c)      Notwithstanding the foregoing, nothing in this
Agreement shall be a waiver of claims: (1) that may arise after the date on
which you sign this Agreement; (2) with respect to your right to enforce your
rights that survive termination under the Employment Agreement or any other
written agreement entered into between you and the Company (including, without
limitation, any equity grants or agreements); (3) regarding rights of
indemnification, receipt of legal fees and directors and officers liability
insurance to which you are entitled under the Employment Agreement, the
Company's Certificate of Incorporation or By-laws, pursuant to any separate
writing between you and the Company or pursuant to applicable law; (4) relating
to any claims for accrued, vested benefits under any employee benefit plan or
pension plan of the Company Entities subject to the terms and conditions of such
plan and applicable law; or (5) as a stockholder or optionholder of the Company.

                  (d)      In signing this Agreement, you acknowledge that you
intend that this Agreement shall be effective as a bar to each and every one of
the Claims hereinabove mentioned or implied. You expressly consent that this
Agreement shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown, unsuspected
or unanticipated Claims (notwithstanding any state statute that expressly limits
the effectiveness of a general release of unknown, unsuspected or unanticipated
Claims), if any, as well as those relating to any other Claims hereinabove
mentioned or implied. You acknowledge and agree that this waiver is an essential
and material term of this Agreement, and the Company is entering into this
Agreement in reliance on such waiver. You further agree that if you bring your
own Claim in which you seek damages against any Company Entity, or if you seek
to recover against any Company Entity in any Claim brought by a governmental
agency on your behalf, the releases set forth in this Agreement shall serve as a
complete defense to such Claims, and you shall reimburse each Company Entity for
any attorneys' fees or expenses or other fees and expenses incurred in defending
any such Claim; provided, however, if a class action claim or governmental claim
is brought on your behalf, your obligations will be limited to (i) opting out of
such action or claim at the first available opportunity and (ii) turning over
any and all damage awards or other proceeds received in connection therewith to
the Company, it being agreed that you shall not be liable to the Company for any
attorneys' fees or expenses or other fees or expenses in the case of any such
class action claim or governmental claim.

                  (e)      Without limiting the generality of the foregoing, you
waive all rights under California Civil Code Section 1542, which provides:

         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.

                                 Page 10 of 12
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         3.       (a)      This Agreement is not intended, and shall not be
construed, as an admission that any of the Company Entities has violated any
federal, state or local law (statutory or decisional), ordinance or regulation,
breached any contract or committed any wrong whatsoever against you.

                  (b)      Should any provision of this Agreement require
interpretation or construction, it is agreed by the parties that the entity
interpreting or constructing this Agreement shall not apply a presumption
against one party by reason of the rule of construction that a document is to be
construed more strictly against the party who prepared the document.

         4.       For two years from and after the date of your employment
termination, you agree not to make any derogatory, negative or disparaging
public statement about any Company Entity, or to make any public statement (or
any statement likely to become public) that could reasonably be expected to
adversely affect or disparage the reputation, or, to the extent applicable,
business or goodwill of any Company Entity, it being agreed and understood that
nothing herein shall prohibit you (a) from disclosing that you are no longer
employed by the Company, (b) from responding truthfully to any governmental
investigation or inquiry related thereto, whether by the Securities and Exchange
Commission or other governmental entity or any other law, subpoena, court order
or other compulsory legal process or any disclosure requirement of the
Securities and Exchange Commission, or (c) from making traditional competitive
statements in the course of promoting a competing business, so long as any
statements made by you described in this clause (c) are not based on
confidential information obtained during the course of your employment with the
Company. The Company agrees that it will not make any derogatory, negative or
disparaging public statement about you in an authorized press release or
authorized public announcement.

         5.       This Agreement is binding upon, and shall inure to the benefit
of, the parties and their respective heirs, executors, administrators,
successors and assigns.

         6.       This Agreement shall be construed and enforced in accordance
with the laws of the State of California applicable to agreements made and to be
performed entirely within such State.

         7.       You acknowledge that your obligations pursuant to Sections 5,
6 and 7 of the Employment Agreement survive the termination of your employment
in accordance with the terms thereof.

         8.       You acknowledge that you: (a) have carefully read this
Agreement in its entirety; (b) have had an opportunity to consider for at least
twenty-one (21) days the terms of this Agreement; (c) are hereby advised by the
Company in writing to consult with an attorney of your choice in connection with
this Agreement; (d) fully understand the significance of all of the terms and
conditions of this Agreement and have discussed them with your independent legal
counsel, or have had a reasonable opportunity to do so; (e) have had answered to
your satisfaction by your independent legal counsel any questions you have asked
with regard to the meaning and significance of any of the provisions of this
Agreement; and (f) are signing this Agreement voluntarily and of your own free
will and agree to abide by all the terms and conditions contained herein.

                                 Page 11 of 12
<PAGE>

         9.       You understand that you will have at least twenty-one (21)
days from the date of receipt of this Agreement to consider the terms and
conditions of this Agreement. You may accept this Agreement by signing it and
returning it to the Company's General Counsel at the address specified pursuant
to Section 12 of the Employment Agreement on or before _________. After
executing this Agreement, you shall have seven (7) days (the "REVOCATION
PERIOD") to revoke this Agreement by indicating your desire to do so in writing
delivered to the General Counsel at the address above by no later than 5:00 p.m.
on the seventh (7th) day after the date you sign this Agreement. The effective
date of this Agreement shall be the eighth (8th) day after you sign the
Agreement (the "AGREEMENT EFFECTIVE DATE"). If the last day of the Revocation
Period falls on a Saturday, Sunday or holiday, the last day of the Revocation
Period will be deemed to be the next business day. In the event you do not
accept this Agreement as set forth above, or in the event you revoke this
Agreement during the Revocation Period, this Agreement, including but not
limited to the obligation of the Company to provide the payments and benefits
provided in paragraph 1 above, shall be deemed automatically null and void.

                                    EXECUTIVE

                                    By:_________________________________________
                                       Gregory L. Probert

                                    HERBALIFE INTERNATIONAL OF AMERICA, INC.

                                    By:_________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                                 Page 12 of 12