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                                                                   EXHIBIT 10.45

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "AGREEMENT"), dated as of July 14, 2003
is made and entered into by Matt Wisk ("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 period commencing on July
         21, 2003 and ending on July 21, 2005. After this period, Executive
         shall be employed on an at-will basis. After July 21, 2005, either
         Executive or the Company can terminate the employment relationship for
         any reason and at any time, with or without cause, and with or without
         prior notice. Similarly, after July 21, 2005, the Company can modify or
         terminate any non-vested term or condition of employment that is not
         expressly provided for in this Agreement with or without cause, and
         with or without notice.

2.       Duties. Executive shall serve as the Chief Marketing Officer of the
         Company, with all of the authority, duties and responsibilities
         commensurate with such position and such other duties commensurate with
         such position as are assigned to Executive from time to time. Executive
         shall report to the office of the Chief Executive Officer.

3.       Compensation and Related Matters.

         (a)      Salary. Executive shall receive a salary at the per annum rate
                  of Three Hundred Forty Thousand Dollars ($340,000), payable
                  semi-monthly or otherwise in accordance with the Company's
                  payroll practices for senior executives, at the rate of
                  $13,077.

         (b)      Relocation Expenses. The Company shall provide Executive with
                  professional relocation counseling consisting of renter's
                  assistance, home finding, and other pertinent information
                  related to Executive's move. The Company shall also provide at
                  least three months of temporary housing, and Executive can
                  negotiate for additional months if necessary. The Company will
                  also pay the cost for moving Executive's household goods from
                  Executive's present home to Los Angeles, and the Company will
                  pay the cost for travel associated with Executive's move. All
                  of these relocation expenses shall be paid in accordance with
                  the Company's past practice of reimbursing executives for
                  reasonable and customary moving expenses. The Company shall
                  also provide Executive with a lump sum net payment of $75,000
                  for costs associated with the purchase of a new home, all
                  income and employment taxes with respect to which shall be
                  paid by the Company.

         (c)      Stock Options. Pending approval of the Company's Board of
                  Directors, Executive will be extended a non-qualified stock
                  option grant of 300,000 shares that will vest as to 15,000
                  shares on each three, six, nine and twelve month

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                  anniversary of the date of this Agreement. The exercise price
                  for the first 60,000 shares that vest will be $2.50 per share;
                  the exercise price for the second 60,000 shares that vest will
                  be $3.50 per share; the exercise price for the third 60,000
                  shares that vest will be $5.50 per share; the exercise price
                  for the fourth 60,000 shares that vest will be $8.50 per
                  share; and the exercise price for the fifth 60,000 shares that
                  vest will be $11.50 per share. This stock option grant is made
                  in accordance with the stock option plan, and it is governed
                  by its terms and conditions.

         (d)      Employee Benefits. 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, 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.

         (e)      Bonus. Executive will be eligible for a target bonus in the
                  amount of 50 percent of Executive's Salary. For calendar year
                  2003, the target bonus will be Eighty-five Thousand Dollars
                  ($85,000). 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, but no Bonus shall be
                  paid if Executive is no longer employed by the Company.

         (f)      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.

         (g)      Other Commitments. Executive will continue to participate in
                  the Henry Crown Fellow Program sponsored by the Aspen
                  Institute during the term of his employment and will be
                  allowed paid leave from work of not more than three weeks per
                  year to attend meetings required by that program.

4.       Termination Payment. If Executive is terminated by the Company with or
         without cause before July 21, 2005, or if Executive terminates his
         employment due to death, disability or for "good reason," during that
         period, Executive will receive $680,000 less the amount of salary
         already received by Executive. If Executive is terminated by the
         Company with or without cause before July 21, 2004, or if Executive
         terminates his employment due to death, disability or for "good
         reason," Executive will receive an additional payment of $85,000.
         Therefore the total commitment to Executive by the Company during the
         two-year contract duration is $765,000 ($680,000 plus $85,000) for one
         year and $680,000 for year two. If Executive is terminated by the
         Company during the period of at-will

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         employment after July 21, 2005, or if Executive terminates his
         employment due to death, disability of for "good reason," Executive
         will receive a minimum of a six-month severance payment calculated at
         Executive's then-current salary, in an amount not less than $170,000.
         As a precondition to the Company's obligation to pay 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. As used in this Section 4, "good reason" means (i) the
         Company reduces Executive's salary or target bonus percentage, (ii) the
         Company reduces Executive's title or responsibilities in any material
         respect or requires the Executive to report other than to the Office of
         the Chief Executive; or (iii) the Company requires Executive to report
         to an office that is at a location more than TWENTY (75) MILES from the
         current executives offices of the Company, in each case if such
         condition continues for thirty (30) days after written notice by
         Executive. Disability" means the inability of Executive to perform his
         responsibilities for ninety (90) consecutive days or for one hundred
         twenty (120) days in any period of twelve consecutive months.

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.

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                  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 as required by law, Executive shall not disclose such
                  trade secrets or confidential information, directly or
                  indirectly, to any other person or entity. Information will
                  not be deemed confidential under this Agreement to the extent
                  that it is (i) known in the industry generally or (ii) is
                  obtained from a source other than the Company and its
                  affiliates that is not under any obligation of confidentiality
                  to the Company.

         (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. Executive has disclosed to
                  the Company that he has partially completed a book on the
                  subject of leadership and marketing and the Company agrees
                  that it has no claim of right or ownership to such work
                  pursuant to this Agreement, including work performed by
                  Executive in completing it subsequent to the date of this
                  Agreement. However, the Company has the right to
                  pre-publication review.

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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 and shall continue in
                  effect during Executive's employment and for a period of
                  twenty-four (24) months immediately thereafter.

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

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         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 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.

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:

                  his home address on record with the Company

         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.

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.

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                                      EXECUTIVE

                                      By: /s/ Matt Wisk
                                          -------------------------------
                                          Matt Wisk

                                      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 Matt
Wisk ("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.

         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
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         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: /s/ Matt Wisk
                                          ----------------
                                          Matt Wisk

                                      *-HERBALIFE INTERNATIONAL OF AMERICA, INC.

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

                                      Name: Michael O. Johnson

                                      Title: CEO

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