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                                                                   EXHIBIT 10.38

                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of
September 29, 1999, by and among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia
corporation (the "COMPANY"), H.J. HEINZ COMPANY, a Pennsylvania corporation
("HEINZ") and ARTAL LUXEMBOURG S.A., a Luxembourg corporation ("ARTAL").

                                    RECITALS

            WHEREAS, upon the completion of the transactions contemplated by the
Recapitalization and Stock Purchase Agreement, dated as of July 22, 1999 (the
"RECAPITALIZATION AGREEMENT"), among the Company, Heinz, and Artal, Heinz will
own 1,428,000 shares of common stock of the Company, no par value per share (the
"COMMON STOCK"), and Artal will own 22,372,000 shares of Common Stock.

            WHEREAS, the Company, Heinz and Artal will enter into a
Stockholders' Agreement (the "STOCKHOLDERS' AGREEMENT") concurrently with the
execution hereof.

            NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, in the Recapitalization Agreement and in the
Stockholders' Agreement, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

            Section 1.1 DEFINITIONS. Capitalized terms used in this Agreement
shall have the meanings set forth below:

            "ADVICE" shall have the meaning specified in Section 2.4.

            "ARTAL ASSIGNEE" means a Person to whom Artal has transferred Artal
      Registrable Securities and to whom Artal has assigned its rights hereunder
      with respect to such Artal Registrable Securities, but only to the extent
      of the terms of the assignment of such rights.

            "ARTAL REGISTRABLE SECURITIES" means, collectively, (a) the Common
      Stock acquired by Artal on the date hereof and (b) all securities issued
      with respect to the Common Stock described in clause (a) above by way of a
      Recapitalization. Except for the Artal Registrable Securities transferred
      to the Future Investors within 60 days of the date hereof, Artal
      Registrable Securities shall remain Artal Registrable Securities in the
      hands of any transferee. Any particular Artal Registrable Securities shall
      cease to be Artal Registrable Securities when (i) a Registration Statement
      with respect to such securities shall have been declared effective under
      the Securities Act and such securities shall have been disposed of by the
      Holder thereof pursuant to such Registration Statement; (ii) such
      securities are distributed to the public pursuant to Rule 144 (or any
      successor provisions promulgated under the Securities Act); (iii) such
      securities shall have been otherwise transferred and new certificates for
      it not bearing a legend restricting further transfer shall have been
      delivered by the Company; or (iv) such securities shall have ceased to be
      outstanding.

            "CONVERSION SECURITIES" shall have the meaning specified in Section
      3.11.

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            "DEMANDING PARTY" shall have the meaning specified in Section
      2.1(a).

            "DEMAND NOTICE" shall have the meaning specified in Section 2.1(a).

            "DEMAND REGISTRATION" shall have the meaning specified in Section
      2.1(a).

            "DEMAND REGISTRATION STATEMENT" shall have the meaning specified in
      Section 2.1(b).

            "EFFECTIVENESS DATE" shall have the meaning specified in Section
      2.1(b).

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the SEC promulgated thereunder.

            "EXECUTIVE AGREEMENTS" shall have the meaning specified in Section
      2.9.

            "FILING DATE" shall have the meaning specified in Section 2.1(b).

            "FUTURE INVESTOR" means any Person who purchases Common Stock from
Artal pursuant to a stock purchase agreement which designates such Person to be
a Future Investor for purposes of this Agreement and who agrees to become a
party to, and agrees to be bound by, the provisions of this Agreement with
respect to Future Investors by delivering a joinder agreement, substantially in
the form of Exhibit A hereto, to the Company.

            "FUTURE INVESTORS' REGISTRABLE SECURITIES" means, collectively, (a)
the Common Stock acquired from Artal by each Future Investor within 60 days of
the date hereof and (b) all securities issued with respect to the Common Stock
described in clause (a) above by way of a Recapitalization. Future Investors'
Registrable Securities that are transferred in accordance with the provisions of
the applicable stockholders' agreement to which such Future Investor and Artal
are parties, shall remain Future Investors' Registrable Securities in the hands
of any such transferee. Any particular Future Investors' Registrable Securities
shall cease to be Future Investors' Registrable Securities when (i) a
Registration Statement with respect to such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of by the Holder thereof pursuant to such Registration Statement; (ii) such
securities are distributed to the public pursuant to Rule 144 (or any successor
provisions promulgated under the Securities Act); (iii) such securities shall
have been otherwise transferred and new certificates for it not bearing a legend
restricting further transfer shall have been delivered by the Company; or (iv)
such securities shall have ceased to be outstanding.

            "HEINZ REGISTRABLE SECURITIES" means, collectively, (a) the Common
Stock acquired by Heinz on the date hereof and (b) all securities issued with
respect to the Common Stock described in clause (a) above by way of a
Recapitalization. Heinz Registrable Securities that are transferred in
accordance with the provisions of the Stockholders' Agreement shall remain Heinz
Registrable Securities in the hands of any such transferee. Any particular Heinz
Registrable Securities shall cease to be Heinz Registrable Securities when (i) a
Registration Statement with respect to such securities shall have been declared
effective under the Securities

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Act and such securities shall have been disposed of by the Holder thereof
pursuant to such Registration Statement; (ii) such securities are distributed to
the public pursuant to Rule 144 (or any successor provisions promulgated under
the Securities Act); (iii) such securities shall have been otherwise transferred
and new certificates for it not bearing a legend restricting further transfer
shall have been delivered by the Company; or (iv) such securities shall have
ceased to be outstanding.

            "HOLDER" means any holder of Registrable Securities.

            "INCIDENTAL REGISTRATION" shall have the meaning specified in
      Section 2.2(a).

            "INDEMNIFIED PARTY" shall have the meaning specified in Section
      2.6(a).

            "INSPECTORS" shall have the meaning specified in Section 2.4(n).

            "LOSSES" shall have the meaning specified in Section 2.6(a).

            "NASDAQ" means the National Association of Securities Dealers
      Automated Quotation System.

            "OTHER HOLDER" shall have the meaning specified in Section 2.2(b).

            "OTHER INVESTORS' REGISTRABLE SECURITIES" means, collectively, the
      Heinz Registrable Securities and the Future Investors' Registrable
      Securities.

            "OTHER REGISTRABLE SECURITIES" shall have the meaning specified in
      Section 2.2(b).

            "PERSON" means an individual, a partnership, a joint venture, a
      corporation, an association, a joint stock company, a limited liability
      company, a trust, an unincorporated organization or a governmental entity
      or any department, agency or political subdivision thereof.

            "PROCEEDING" shall have the meaning specified in Section 2.6(c).

            "PROSPECTUS" means the prospectus included in the Registration
      Statement, including any form of prospectus or any preliminary prospectus,
      as amended or supplemented by any prospectus supplement and by all other
      amendments or supplements to such prospectus, including all post-effective
      amendments and all material, if any, incorporated by reference or deemed
      to be incorporated by reference into such prospectus.

            "RECAPITALIZATION" means any stock split, reverse stock split,
      dividend or combination, or any recapitalization, reclassification,
      merger, consolidation, exchange or other similar reorganization.

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            "REGISTRABLE SECURITIES" means the Artal Registrable Securities, the
      Heinz Registrable Securities, the Future Investors' Registrable Securities
      and any securities deemed to be Registrable Securities pursuant to Section
      2.9 hereof.

            "REGISTRATION NOTICE" shall have the meaning specified in Section
      2.1(b).

            "REGISTRATION STATEMENT" means any registration statement of the
      Company under which any of the Registrable Securities are included therein
      pursuant to the provisions of this Agreement, including the prospectus,
      amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits, and all material incorporated by
      reference or deemed to be incorporated by reference in such registration
      statement.

            "RULE 144" means Rule 144 promulgated by the SEC under the
      Securities Act as such rule may be amended from time to time, or any
      similar rule then in force.

            "RULE 144A" means Rule 144A under the Securities Act, as such Rule
      may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the SEC.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, and
      the rules and regulations of the SEC promulgated thereunder.

            "SPECIAL COUNSEL" means a single law firm selected by a majority of
      the Holders of the Registrable Securities being registered pursuant to any
      Registration Statement.

            "UNDERWRITER" has the meaning set forth in Section 2(11) of the
Securities Act.

            Section 2.1 DEMAND REGISTRATIONS.

            (a) DEMAND REGISTRATIONS. At any time and from time to time, the
Company shall, upon receipt of a written request (the "DEMAND NOTICE") given by
Artal or an Artal Assignee (each a "DEMANDING PARTY") to register the Artal
Registrable Securities, file a Registration Statement and shall, subject to the
provisions of Section 2.1(c), include in the Registration Statement for
registration the Registrable Securities requested to be registered by such
Demanding Party. A registration effected pursuant to this Section 2.1(a) is
referred to herein as a "DEMAND REGISTRATION".

            (b) FILING AND EFFECTIVENESS. Each Registration Statement filed in
connection with a Demand Registration (the "DEMAND REGISTRATION STATEMENT")
shall be on Form S-1 or another available form acceptable to the Demanding Party
permitting registration of such securities for resale by the Demanding Party in
the manner or manners designated by it (including, without limitation, one or
more underwritten offerings). The Company shall file the Demand Registration
Statement as promptly as practicable but in any event within 60 days after

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receiving a Demand Notice (the "FILING DATE") and shall use its best efforts to
cause the same to be declared effective by the SEC within 120 days (in each
case, the "EFFECTIVENESS DATE") of the date on which the Demanding Party gives
the Demand Notice required by Section 2.1(a) hereof with respect to such Demand
Registration.

            Within ten days after receipt of such Demand Notice, the Company
shall serve written notice (the "REGISTRATION NOTICE") of such registration
request and the intended method of distribution to all other Holders of
Registrable Securities and shall, subject to the provisions of Section 2.1(c)
hereof, include in such registration all Registrable Securities of the class
then being registered with respect to which the Company receives written
requests for inclusion therein within fifteen (15) business days after the
receipt of the Registration Notice by the applicable Holder. All requests made
pursuant to this Section 2.1 will specify the number of Registrable Securities
to be registered.

            The Company hereby agrees to use its best efforts to comply with all
necessary provisions of the federal securities laws in order to keep such
Registration Statement effective for a period of 180 days from its Effectiveness
Date.

            (c) PRIORITY ON DEMAND REGISTRATIONS. If the Registrable Securities
registered pursuant to a Demand Registration are to be sold in one or more firm
commitment underwritten offerings, and the managing Underwriter of such
underwritten offering advises the Holders of such securities that, in its
opinion, the amount of securities requested to be included in such registration
exceeds the number which can be sold in such offering without a reasonable
likelihood of adversely affecting the price, timing or distribution of the
securities being offered, then the Company shall register (i) FIRST, the maximum
number of Registrable Securities requested to be included in such registration
by the Holders which in the Underwriter's opinion can be sold, PRO RATA based on
the number of Registrable Securities requested to be included by such Holders,
until all of such Registrable Securities have been registered, (ii) SECOND, the
number of securities requested to be included in such registration by the
holders of the Company's securities pursuant to any incidental or piggyback
registration rights which in the Underwriter's opinion can be sold, PRO RATA
based on the number of securities requested to be included by such holders and
(iii) THIRD, the maximum number of securities requested to be included in such
registration by the Company which in the Underwriter's opinion can be sold
without having such an adverse effect.

            (d) SHELF REGISTRATIONS. Upon receipt of a written request by a
Demanding Party, the Company shall use its best efforts to file and maintain an
effective Registration Statement on Form S-3 at any time the Company is eligible
to register securities on such form; PROVIDED, HOWEVER, that the Company shall
not be obligated to comply with this Section 2.1(d) at any time that the Board
of Directors of the Company determines, in its good faith judgment, that
complying with this Section would interfere with a valid need not to disclose
confidential information or because it would materially interfere with any
financing, acquisition, corporate reorganization or merger or other transaction
involving the Company.

            (e) OTHER REGISTRATIONS. The Company shall not effect any
registration of its securities (except on Form S-8, S-4 or any successor or
similar forms), or effect any public or

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private sale or distribution of any of its securities, including a sale pursuant
to Regulation D under the Securities Act, whether on its own behalf or at the
request of any Holder or Holders of such securities (other than pursuant to and
in accordance with this Section 2.1), from the date of a request to register
Registrable Securities pursuant to and in accordance with this Section 2.1 until
the earlier of (i) 90 days after the date on which all securities covered by
such Demand Registration have been sold or (ii) 180 days after the date such
Demand Registration has been declared effective by the SEC unless the Company
shall have first notified in writing the Holders of the Registrable Securities
covered by such Registration Statement of its intention to do so, and the
Holders of a majority of the Registrable Securities, Artal or the managing
Underwriter, if any, shall have consented thereto in writing; PROVIDED, that the
restriction contained in this clause shall only be applicable to securities of
the Company of the same class as the Registrable Securities which are the
subject of any such request.

            (f) POSTPONEMENT OF REGISTRATION. Notwithstanding anything to the
contrary contained herein, the Company may postpone for up to ninety (90) days
the filing or the effectiveness of a Registration Statement for a registration
requested if its Board of Directors reasonably believes the requested
registration would have a material adverse effect on, or interfere in any
material respect with, any proposal or plan by the Company to engage in any
public financing or any material pending corporate development or transaction,
including, without limitation, a material acquisition of assets (other than in
the ordinary course of business), any tender offer or any merger, consolidation
or other similar transaction material to the Company and its subsidiaries taken
as a whole.

            Section 2.2 INCIDENTAL REGISTRATIONS.

            (a) "PIGGY-BACK' REGISTRATIONS". If the Company at any time proposes
to register any Common Stock (or any class of securities which were also issued
with respect to Common Stock by way of a Recapitalization) under the Securities
Act (other than a registration on Form S-8, S-4 or any successor or similar
forms) for public offerings for cash, whether or not for its own account, it
will each such time give prompt written notice to all Holders of its intention
to do so and of such Holders' rights under this Section 2.2 (it being understood
that only those Holders of Registrable Securities of the class then being
registered shall have any rights under this Section 2.2 with respect to such
registration), at least 30 days prior to the anticipated date of the initial
filing of the registration statement relating to such registration. Such notice
shall offer all such Holders the opportunity to include in such registration
statement such number of Registrable Securities of the class then being
registered as each such Holder may request. Upon the written request of any such
Holder made within 20 days after the receipt of the Company's notice (which
request shall specify the number of Registrable Securities intended to be
disposed of by such Holder), the Company shall use its best efforts to effect
the registration under the Securities Act of all Registrable Securities of the
class then being registered which the Company has been so requested to register
by the Holders thereof, to permit the disposition of the Registrable Securities
to be so registered, PROVIDED that (i) if such registration involves an
underwritten offering, all Holders of Registrable Securities requesting to be
included in the Company's registration must sell their Registrable Securities to
the Underwriters selected by the Company on the same terms and conditions as
apply to the Company (except that indemnification obligations of the Holders
shall be limited to those obligations set forth in

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Section 2.6(b)) and (ii) if, at any time after giving written notice of its
intention to register any securities pursuant to this Section 2.2 and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company shall give written notice to all Holders of Registrable
Securities and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration. A registration
effected pursuant to this Section 2.2(a) is referred to herein as an "INCIDENTAL
REGISTRATION".

            (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If a registration pursuant
to this Section 2.2 involves an underwritten offering and the managing
Underwriter advises the Company that, in its opinion, the number of securities
(including all Registrable Securities) which the Company, the Holders and any
other Persons propose to include in such registration exceeds the number which
can be sold in such offering without a reasonable likelihood of adversely
affecting the price, timing or distribution of the securities being offered, the
Company will include in such registration (i) FIRST, all the securities the
Company initially proposes to sell for its own account if the Company initiates
such Incidental Registration or for the account of any security holder pursuant
to any contractual requirement to register securities (unless such holder is
exercising incidental registration rights subject to a proration provision
similar to the provisions set forth in this Section 2.2(b) or demand
registration rights subject to a proration provision similar to the provisions
applicable to a Demanding Party as set forth in Section 2.1(c) hereof, in which
case the provisions of the following clause (ii) shall apply to the securities
of such holder), (ii) SECOND, to the extent that the number of securities
referred to in clause (i) is less than the number of securities which the
Company has been advised can be sold in such offering without having the adverse
effect referred to above, all Registrable Securities requested to be included in
such registration by the Holders pursuant to Section 2.2(a) and all securities
of the class then being registered ("OTHER REGISTRABLE SECURITIES") requested to
be included by any holder (each, an "OTHER HOLDER") of Other Registrable
Securities pursuant to any similar registration rights agreement, PROVIDED, that
if the number of Registrable Securities and Other Registrable Securities so
requested to be included in such registration, together with the number of
securities to be included in such registration pursuant to clause (i) of this
Section, exceeds the number which the Company has been advised can be sold in
such offering without having the adverse effect referred to above, the number of
such Registrable Securities and Other Registrable Securities requested to be
included in such registration by the Holders pursuant to Section 2.2(a) and the
Other Holders pursuant to any similar registration rights agreement shall be
limited to such extent and shall be allocated PRO RATA among (A) all Holders
requesting such registration pursuant to Section 2.2(a) and (B) all Other
Holders requesting such registration pursuant to any similar registration rights
agreement on the basis of the relative number of securities requested to be
included in such registration, and (iii) THIRD, if the Company does not initiate
the Incidental Registration, to the extent the number of securities referred to
in clauses (i) and (ii) is less than the number of securities which the Company
has been advised can be sold in such offering without having the adverse effect
referred to above, securities of the class then being registered the Company
proposes to sell for its own account up to the number of such securities that,
in the opinion of the managing Underwriter, can be sold without having such
adverse effect.

            Section 2.3 HOLD-BACK AGREEMENTS. Each Holder of Registrable
Securities agrees, if requested (pursuant to a timely written notice) by the
managing Underwriter in an

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underwritten offering, not to effect any public sale or distribution of any of
the issue being registered or a similar security of the Company or any
securities convertible or exchangeable or exercisable for such securities
including a sale pursuant to Rule 144 or Rule 144A (except as part of such
underwritten offering), during the period beginning 10 days prior to, and ending
180 days after, the closing date of each underwritten offering made pursuant to
such Registration Statement (or such shorter period as the managing Underwriter
may agree), to the extent timely notified in writing by the Company or by the
managing Underwriter.

            Section 2.4 REGISTRATION PROCEDURES. In connection with the
registration of any Registrable Securities, the Company shall effect such
registrations to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:

            (a) Prepare and file with the SEC a Registration Statement or
      Registration Statements on Form S-1 or such other form available for the
      sale of the Registrable Securities by the Holders thereof in accordance
      with the intended method of distribution thereof, and use its best efforts
      to cause each such Registration Statement to become effective and remain
      effective as provided herein; PROVIDED, HOWEVER, that before filing any
      Registration Statement or Prospectus or any amendments or supplements
      thereto (not including documents that would be incorporated or deemed to
      be incorporated therein by reference), the Company shall afford the
      Holders of the Registrable Securities covered by such Registration
      Statement, their Special Counsel and the managing Underwriter, if any, an
      opportunity to review copies of all such documents proposed to be filed.
      The Company shall not file any Registration Statement or Prospectus or any
      amendments or supplements thereto in respect of which the Holders have a
      right to review prior to the filing of such document, if the Holders of a
      majority of the Registrable Securities covered by such Registration
      Statement, their Special Counsel, or the managing Underwriter, if any,
      shall reasonably object, in writing, on a timely basis.

            (b) Prepare and file with the SEC such amendments and post-effective
      amendments to each Registration Statement as may be necessary to keep such
      Registration Statement continuously effective for the effectiveness
      period; cause the related Prospectus to be supplemented by any required
      prospectus supplement, and as so supplemented to be filed pursuant to Rule
      424 (or any similar provisions then in force) under the Securities Act;
      and comply with the provisions of the Securities Act, the Exchange Act and
      the rules and regulations of the SEC promulgated thereunder applicable to
      it with respect to the disposition of all securities covered by such
      Registration Statement as so amended or in such Prospectus as so
      supplemented.

            (c) Notify the selling Holders of Registrable Securities, their
      Special Counsel and the managing Underwriter, if any, promptly (but in any
      event within 10 business days), and confirm such notice in writing, (i)
      when a Prospectus or any prospectus supplement or post-effective amendment
      has been filed, and, with respect to a Registration Statement or any
      post-effective amendment, when the same has become effective (including in
      such notice a written statement that any Holder may, upon request, obtain,
      without charge, one conformed copy of such Registration Statement or
      post-effective amendment including

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      financial statements and schedules, all documents incorporated or deemed
      to be incorporated by reference and all exhibits), (ii) of the issuance by
      the SEC of any stop order suspending the effectiveness of a Registration
      Statement or of any order preventing or suspending the use of any
      preliminary prospectus or the initiation of any proceedings for that
      purpose, (iii) if at any time when a prospectus is required by the
      Securities Act to be delivered in connection with sales of the Registrable
      Securities the representations and warranties of the Company contained in
      any agreement (including any underwriting agreement) contemplated by
      Section 2.4(k) below cease to be true and correct in all material
      respects, (iv) of the receipt by the Company of any notification with
      respect to the suspension of the qualification or exemption from
      qualification of a Registration Statement or any of the Registrable
      Securities for offer or sale in any jurisdiction, or the initiation or
      threatening of any proceeding for such purpose, (v) of the happening of
      any event that makes any statement made in such Registration Statement or
      related Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires the making of any changes in such Registration Statement,
      Prospectus or documents so that, in the case of such Registration
      Statement, it will not contain any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary
      to make the statements therein not misleading, and that in the case of the
      Prospectus, it will not contain any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading, and (vi) of the Company's reasonable
      determination that a post-effective amendment to a Registration Statement
      would be appropriate.

            (d) Use its best efforts to prevent the issuance of any order
      suspending the effectiveness of a Registration Statement or of any order
      preventing or suspending the use of a Prospectus or suspending the
      qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction, and, if any such order is issued,
      to obtain the withdrawal of any such order at the earliest possible
      moment.

            (e) If requested by the managing Underwriter, if any, or the Holders
      of a majority of the Registrable Securities being sold in connection with
      an underwritten offering, (i) promptly incorporate in a prospectus
      supplement or post-effective amendment such information as the managing
      Underwriter, if any, or such Holders reasonably request to be included
      therein to comply with applicable law, (ii) make all required filings of
      such prospectus supplement or such post-effective amendment as soon as
      practicable after the Company has received notification of the matters to
      be incorporated in such prospectus supplement or post-effective amendment,
      and (iii) supplement or make amendments to such Registration Statement;
      PROVIDED, HOWEVER, that the Company shall not be required to take any
      actions under this Section 2.4(e) that are not, in the opinion of counsel
      for the Company, in compliance with applicable law.

            (f) Furnish to each selling Holder of Registrable Securities who so
      requests and to Special Counsel and each managing Underwriter, if any,
      without charge, one conformed copy of the Registration Statement or
      Statements and each post-effective

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      amendment thereto, including financial statements and schedules, all
      documents incorporated or deemed to be incorporated therein by reference
      and all exhibits.

            (g) Deliver to each selling Holder of Registrable Securities, their
      Special Counsel, and the Underwriters, if any, without charge, as many
      copies of the Prospectus or Prospectuses (including each form of
      prospectus) and each amendment or supplement thereto as such Persons may
      reasonably request; and, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders of Registrable Securities and the Underwriters, if any, in
      connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and an amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities, to use
      its best efforts to register or qualify, and cooperate with the selling
      Holders of Registrable Securities, the Underwriters, if any, the sales
      agent and their respective counsel in connection with the registration or
      qualification (or exemption from such registration or qualification) of
      such Registrable Securities for offer and sale under the securities or
      "blue sky" laws of such jurisdictions within the United States as any
      selling Holder or the managing Underwriter, if any, reasonably request in
      writing, PROVIDED, that where Registrable Securities are offered other
      than through an underwritten offering, the Company agrees to cause its
      counsel to perform "blue sky" investigations and file registrations and
      qualifications required to be filed pursuant to this Section 2.4(h); use
      its best efforts to keep each such registration or qualification (or
      exemption therefrom) effective during the period during which the related
      Registration Statement is required to be kept effective and use its best
      efforts to do any and all other acts or things necessary or advisable to
      enable the disposition in such jurisdictions of the Registrable Securities
      covered by the applicable Registration Statement; PROVIDED, HOWEVER, that
      the Company will not be required to (A) qualify generally to do business
      in any jurisdiction where it is not then so qualified or (B) take any
      action that would subject it to general service of process or taxation in
      any such jurisdiction where it is not then so subject.

            (i) Cooperate with the selling Holders of Registrable Securities and
      the managing Underwriter, if any, to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold,
      which certificates shall not bear any restrictive legends and shall be in
      a form eligible for deposit with The Depository Trust Company; and enable
      such Registrable Securities to be in such denominations and registered in
      such names as the managing Underwriter, if any, or Holders may reasonably
      request at least two business days prior to any sale of Registrable
      Securities in a firm commitment underwritten public offering, or at least
      10 business days prior to any other such sale.

            (j) Upon the occurrence of any event contemplated by clause (v) or
      (vi) of Section 2.4(c) above, as promptly as practicable prepare a
      supplement or post-effective amendment to the Registration Statement or a
      supplement to the related Prospectus or any document incorporated or
      deemed to be incorporated therein by reference, or file any other required
      document so that, as thereafter delivered to the purchasers of the

<Page>

                                                                              11


      Registrable Securities being sold thereunder, such Prospectus will not
      contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

            (k) If the offering is to be underwritten, enter into an
      underwriting agreement in form, scope and substance as is customary in
      underwritten offerings and take all such other actions as are reasonably
      requested by the managing Underwriter in order to expedite or facilitate
      the registration or the disposition of such Registrable Securities, and in
      such connection, (i) make such representations and warranties to the
      Underwriters, with respect to the business of the Company and its
      subsidiaries, and the Registration Statement, Prospectus and documents, if
      any, incorporated or deemed to be incorporated by reference therein, in
      each case, in form, substance and scope as are customarily made by issuers
      to Underwriters in underwritten offerings, and confirm the same if and
      when requested; (ii) obtain opinions of counsel to the Company and updates
      thereof (which counsel and opinions shall be reasonably satisfactory (in
      form, scope and substance) to the managing Underwriter), addressed to the
      Underwriters covering the matters customarily covered in opinions
      requested in underwritten offerings and such other matters as may be
      reasonably requested by the Underwriters; (iii) obtain "cold comfort"
      letters and updates thereof from the independent certified public
      accountants of the Company (and, if necessary, any other independent
      certified public accountants of any subsidiary of the Company or of any
      business acquired by the Company for which financial statements and
      financial data are, or are required to be, included in the Registration
      Statement), addressed to each of the Underwriters, such letters to be in
      customary form and covering matters of the type customarily covered in
      "cold comfort" letters in connection with underwritten offerings; and (iv)
      if an underwriting agreement is entered into, the same shall contain
      indemnification provisions and procedures no less favorable than those set
      forth in Section 2.6 hereof (or such other provisions and procedures
      acceptable to Holders of a majority of the Registrable Securities covered
      by such Registration Statement and the managing Underwriter or agents)
      with respect to all parties to be indemnified pursuant to said Section.
      The above shall be done at each closing under such underwriting agreement,
      or as and to the extent required thereunder.

            (l) Use its best efforts to cause the Registrable Securities covered
      by a Registration Statement to be rated with the appropriate rating
      agencies, if applicable, if so requested by the Holders of a majority of
      the Registrable Securities covered by such Registration Statement or the
      managing Underwriter, if any.

            (m) Use its best efforts to cause all Registrable Securities covered
      by such Registration Statement to be (i) listed on each securities
      exchange on which securities issued by the Company are then listed, or
      (ii) authorized to be quoted on the NASDAQ or the National Market System
      of the NASDAQ if the securities so qualify, in each case, if requested by
      the Holders of a majority of the Registrable Securities covered by such
      Registration Statement or the managing Underwriter, if any.

<Page>

                                                                              12

            (n) Make available for inspection by a representative of the Holders
      of Registrable Securities being sold, any Underwriter participating in any
      such disposition of Registrable Securities, if any, and any accountant
      retained by such representative of the Holders or Underwriter or Special
      Counsel (collectively, the "INSPECTORS"), at the offices where normally
      kept, during reasonable business hours, all financial and other records,
      pertinent corporate documents and properties of the Company and its
      subsidiaries, and cause the officers, directors and employees of the
      Company and its subsidiaries to supply all information in each case
      reasonably requested by any such Inspector in connection with such
      Registration Statement; PROVIDED, HOWEVER, that any information that is
      designated in writing by the Company, in good faith, as confidential at
      the time of delivery of such information, shall be kept confidential by
      such Inspector unless (i) disclosure of such information is required by
      court or administrative order, (ii) disclosure of such information, in the
      opinion of counsel to such Inspector, is necessary to avoid or correct a
      misstatement or omission of a material fact in the Registration Statement,
      Prospectus or any supplement or post-effective amendment thereto or
      disclosure is otherwise required by law, or (iii) such information becomes
      generally available to the public other than as a result of a disclosure
      or failure to safeguard by such Inspector; without limiting the foregoing,
      no such information shall be used by such Inspector as the basis for any
      market transactions in securities of the Company or its subsidiaries in
      violation of law.

            (o) Comply with all applicable rules and regulations of the SEC and
      make generally available to its securityholders earnings statements
      satisfying the provisions of Section ll(a) of the Securities Act and Rule
      158 thereunder (or any similar rule promulgated under the Securities Act)
      no later than 45 days after the end of any 12-month period (or 90 days
      after the end of any 12-month period if such period is a fiscal year) (i)
      commencing at the end of any fiscal quarter in which Registrable
      Securities are sold to Underwriters in a firm commitment or best efforts
      underwritten offering and (ii) if not sold to Underwriters in such an
      offering, commencing on the first day of the first fiscal quarter of the
      Company after the Effectiveness Date of a Registration Statement, which
      statements shall cover said 12-month periods.

            The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request in writing,
PROVIDED, that such information shall be used only in connection with such
registration. The Company may exclude from such registration the Registrable
Securities of any seller who unreasonably fails to furnish such information
promptly after receiving such request.

            Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in clause (ii), (iv), (v) or (vi)
of Section 2.4(c), such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 2.4(j), or until it is advised in writing
(the "ADVICE") by the Company

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                                                                              13


that the use of the applicable Prospectus may be resumed, and has received
copies of any amendments or supplements thereto. In the event the Company shall
give any such notice at any time during the effectiveness period of a
Registration Statement for registration of an offering on a continuous basis
under Rule 415, the effectiveness period shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each seller of Registrable Securities covered by
such Registration Statement shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 2.4(j) or (y) the
Advice.

            Section 2.5 REGISTRATION EXPENSES.

            (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registration Statement is filed or becomes effective,
including, without limitation, (i) all registration and filing fees (including,
without limitation, (A) fees with respect to filings required to be made with
the National Association of Securities Dealers, Inc. in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or "blue sky" laws (including, without limitation, fees and
disbursements of counsel for the Underwriters or counsel for the Company, in
connection with "blue sky" qualifications of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as provided in Section 2.4(h), in the case
of Registrable Securities)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities in a
form eligible for deposit with The Depository Trust Company and of printing
Prospectuses if the printing of Prospectuses is requested by the managing
Underwriter, if any, or by the Holders of a majority of the Registrable
Securities included in any Registration Statement), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company,
(v) fees and disbursements of all independent certified public accountants
referred to in Section 2.4(k) (including, without limitation, the expenses of
any special audit and "cold comfort" letters required by or incident to such
performance), (vi) Underwriters' fees and expenses (excluding discounts,
commissions, or fees of Underwriters, selling brokers, dealer managers or
similar securities industry professionals relating to the distribution of the
Registrable Securities, but including the fees and expenses of any "qualified
independent Underwriter" or other independent appraiser participating in an
offering pursuant to Schedule E to the By-laws of the National Association of
Securities Dealers, Inc.), (vii) rating agency fees, (viii) Securities Act
liability insurance, if the Company so desires such insurance, (ix) internal
expenses of the Company (including, without limitation, all salaries and
expenses of officers and employees of the Company performing legal or accounting
duties), (x) the expense of any annual audit, (xi) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange, and (xii) the fees and expenses of any Person,
including special experts, retained by the Company.

            (b) In connection with any Registration Statement hereunder, the
Holders of the Registrable Securities being registered shall bear the discounts,
commissions, or fees of Underwriters, selling brokers, dealer managers or
similar securities industry professionals relating to the distribution of the
Registrable Securities and the fees and disbursements of Special Counsel or such
other counsel chosen by the Holders.

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                                                                              14

            Section 2.6 INDEMNIFICATION, CONTRIBUTION.

            (a) INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and
hold harmless, to the full extent permitted by law, each Holder of Registrable
Securities, the officers, directors and agents and employees of each of them,
each Person who controls each such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act), the officers, directors,
agents and employees of each such controlling person and any financial or
investment adviser (each, an "INDEMNIFIED PARTY"), from and against any and all
losses, claims, damages, liabilities, actions or proceedings (whether commenced
or threatened), reasonable costs (including, without limitation, reasonable
costs of preparation and reasonable attorneys' fees) and reasonable expenses
(including reasonable expenses of investigation) (collectively, "LOSSES"), as
incurred, arising out of or based upon (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus
or form of prospectus or in any amendment or supplements thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission of a material fact required to be stated therein (in the case of any
Prospectus or form of prospectus or any amendment or supplement thereto or any
preliminary prospectus, in light of the circumstances under which they were
made) or necessary to make the statements therein not misleading, except to the
extent that the same arise out of or are based upon information furnished in
writing to the Company by such Indemnified Party or the related Holder of
Registrable Securities expressly for use therein or (ii) any violation by the
Company of any federal, state or common law rule or regulation applicable to the
Company and relating to action required of or inaction by the Company in
connection with any such registration; PROVIDED, HOWEVER, that the Company shall
not be liable to any Indemnified Party to the extent that any such Losses arise
out of or are based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus if (x) such
Indemnified Party or the related Holder of Registrable Securities failed to send
or deliver (if it had a duty to do so) a copy of the Prospectus with or prior to
the delivery of written confirmation of the sale by such Indemnified Party or
the related Holder of Registrable Securities to the Person asserting the claim
from which such Losses arise, (y) the Prospectus would have corrected such
untrue statement or alleged untrue statement or such omission or alleged
omission, and (z) the Company has complied with its obligations under Section
2.4(c). For purposes of the last proviso to the immediately preceding sentence,
the term "Prospectus" shall not be deemed to include the documents incorporated
by reference therein. Such indemnity and reimbursement of costs and expenses
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party.

            (b) INDEMNIFICATION BY HOLDER OF REGISTRABLE SECURITIES. In
connection with any Registration Statement in which a Holder of Registrable
Securities is participating, such Holder of Registrable Securities or an
authorized officer of such Holder of Registrable Securities shall furnish to the
Company in writing such information as the Company reasonably requests for use
in connection with any Registration Statement or Prospectus and agrees,
severally and not jointly, to indemnify, to the full extent permitted by law,
the Company and its respective directors, officers, agents and employees each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling persons, from and against all Losses

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                                                                              15


arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus, or form of
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein (in the case of any Prospectus or
form of prospectus or any amendment or supplement thereto or any preliminary
prospectus, in light of the circumstances under which they were made) or
necessary to make the statements therein not misleading, to the extent, but only
to the extent, that such untrue or alleged untrue statement is contained in, or
such omission or alleged omission is required to be contained in, any
information so furnished in writing by such Holder to the Company expressly for
use in such Registration Statement or Prospectus and that such statement or
omission was relied upon by the Company in preparation of such Registration
Statement, Prospectus or form of prospectus; PROVIDED, HOWEVER, that such Holder
of Registrable Securities shall not be liable in any such case to the extent
that the Holder has furnished in writing to the Company within a reasonable
period of time prior to the filing of any such Registration Statement or
Prospectus or amendment or supplement thereto information expressly for use in
such Registration Statement or Prospectus or any amendment or supplement thereto
which corrected or made not misleading, information previously furnished to the
Company, and the Company failed to include such information therein. In no event
shall the liability of any selling Holder of Registrable Securities hereunder be
greater in amount than the dollar amount of the proceeds (net of payment of all
expenses) received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such indemnified party.

            (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Person shall be
entitled to indemnity hereunder (an "INDEMNIFIED PARTY"), such indemnified party
shall give prompt notice to the party or parties from which such indemnity is
sought (the "INDEMNIFYING PARTIES") of the commencement of any action, suit,
proceeding or investigation or written threat thereof (a "PROCEEDING") with
respect to which such indemnified party seeks indemnification or contribution
pursuant hereto; PROVIDED, HOWEVER, that the failure to so notify the
indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability except to the extent that the indemnifying parties have
been materially prejudiced by such failure. The indemnifying parties shall have
the right, exercisable by giving written notice to an indemnified party promptly
after the receipt of written notice from such indemnified party of such
Proceeding, to assume, at the indemnifying parties' expense, the defense of any
such Proceeding with counsel reasonably satisfactory to such indemnified party;
PROVIDED, HOWEVER, that an indemnified party or parties (if more than one such
indemnified party is named in any Proceeding) shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party or parties unless: (1) the indemnifying parties agree to
pay such fees and expenses; (2) the indemnifying parties fail promptly to assume
the defense of such Proceeding or fail to employ counsel reasonably satisfactory
to such indemnified party or parties; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such indemnified party
or parties and the indemnifying parties or an affiliate of the indemnifying
parties or such indemnified parties, and there may be one or more defenses
available to such indemnified party or parties that are different from or
additional to those available to the indemnifying parties, in which case, if
such indemnified party or parties notifies the

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                                                                              16


indemnifying parties in writing that it elects to employ separate counsel at the
expense of the indemnifying parties, the indemnifying parties shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the indemnifying parties, it being understood, however, that, unless there
exists a conflict among indemnified parties, the indemnifying parties shall not,
in connection with any such Proceeding and any substantially similar or related
Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such indemnified party or parties. Whether or not such defense is
assumed by the indemnifying parties, such indemnifying parties or indemnified
party or parties will not be subject to any liability for any settlement made
without its or their consent (which consent shall not be unreasonably withheld
or delayed). The indemnifying parties shall not consent to entry of any judgment
or enter into any settlement which (i) provides for other than monetary damages
without the consent of the indemnified party or parties (which consent shall not
be unreasonably withheld or delayed) or (ii) that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party or parties of a release, in form and substance satisfactory to
the indemnified party or parties, from all liability in respect of such
Proceeding for which such indemnified party would be entitled to indemnification
hereunder.

            (d) CONTRIBUTION. If the indemnification provided for in this
Section 2.6 is unavailable to an indemnified party or is insufficient to hold
such indemnified party harmless for any Losses in respect of which this Section
2.6 would otherwise apply by its terms, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the amount paid or payable by such indemnified party
as a result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party, on the one hand,
and indemnified party, on the other hand, shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been taken by or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with any Proceeding, to the extent such
party would have been indemnified for such expenses if the indemnification
provided for in Section 2.6(a) or 2.6(b) was available to such party.

            The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 2.6(d) were determined by PRO RATA
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provision of this Section 2.6(d), an indemnifying party that
is a selling Holder of Registrable Securities shall not be required to
contribute any amount in excess of the amount by which the net proceeds received
by such indemnifying party exceeds the amount of any damages that such
indemnifying party has

<Page>

                                                                              17


otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

            Section 2.7 RULES 144 AND 144A. The Company shall file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations promulgated thereunder (or, if the Company is not required
to file such reports, it will, upon the request of any Holder of Registrable
Securities make publicly available other information so long as such information
is necessary to permit sales under Rules 144 and 144A), and will take such
further action as any Holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the
request of any Holder of Registrable Securities, the Company shall deliver to
such Holder a written statement as to whether it has complied with such
requirements.

            Section 2.8 UNDERWRITTEN REGISTRATIONS. If any of the Registrable
Securities covered by any Demand Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Company with the consent
of a majority of the Registrable Securities included in such registration. No
Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Person initiating such registration and (b) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

            Section 2.9 OTHER INVESTORS. The Company may enter into employment
and related agreements ("EXECUTIVE AGREEMENTS") with other purchasers of Common
Stock who are directors and/or employees of the Company or one of its
subsidiaries or affiliates, which agreements will incorporate the provisions of
this Agreement and give such purchasers all of the rights, preferences and
privileges of an original party to this Agreement (other than the Company)
pursuant to this Agreement; PROVIDED that, pursuant to any such agreement, such
purchaser shall expressly agree to be bound by all of the terms, conditions and
obligations of this Agreement as if such purchaser were an original party (other
than the Company) hereto; and PROVIDED FURTHER that such purchaser shall not
obtain any right to request a Demand Registration pursuant to Section 2.1. All
Common Stock (including all securities issued with respect to such Common Stock
by way of a Recapitalization) issued or issuable pursuant to Executive
Agreements shall be deemed to be Registrable Securities for purposes of this
Agreement.

            TERMINATION. This Agreement will no longer be binding or of further
force or effect as to any Holder as of the date such Holder no longer holds any
Registrable Securities.

            REMEDIES.

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                                                                              18

            (a) Each Holder shall have all rights and remedies reserved for such
Holder pursuant to this Agreement and all rights and remedies which such Holders
have been granted at any time under any other agreement or contract and all of
the rights which such Holders have under any law or equity. Any Person having
any rights under any provision of this Agreement will be entitled to enforce
such rights specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law or
equity.

            (b) It is acknowledged that it will be impossible to measure in
money the damages that would be suffered if the parties fail to comply with any
of the obligations herein imposed on them and that in the event of any such
failure, an aggrieved Person will be irreparably damaged and will not have an
adequate remedy at law. Any such Person shall, therefore, be entitled to
injunctive relief, including specific performance, to enforce such obligations,
and if any action should be brought in equity to enforce any of the provisions
of this Agreement, none of the parties hereto shall raise the defense that there
is an adequate remedy at law.

            CONSENT TO AMENDMENTS. Except as expressly set forth herein, the
provisions of this Agreement may only be amended or waived with the prior
written consent of the Company and Artal. Notwithstanding the foregoing, no
waiver or amendment which materially adversely affects a party hereto shall be
effective with respect to such Person without the prior written consent of such
Person.

            SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all provisions contained in this Agreement by or on behalf of any of the
parties hereto will bind and inure to the benefit of the respective successors
and permitted transferees (as specified in the applicable stockholders'
agreement) of the parties hereto whether so expressed or not. This Agreement is
not intended to create any third party beneficiaries.

            SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such a manner as to be effective and valid under
applicable law. The parties agree that (i) the provisions of this Agreement
shall be severable in the event that any of the provisions hereof are held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
(ii) such invalid, void or otherwise unenforceable provisions shall be
automatically replaced by other provisions which are as similar as possible in
terms to such invalid, void or otherwise unenforceable provisions but are valid
and enforceable and (iii) the remaining provisions shall remain enforceable to
the extent permitted by law.

            COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
Agreement.

            NOTICES. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing or sent by facsimile and shall be deemed to have been given (i) when
personally delivered or sent by facsimile (with proof of receipt at the number
to which notices are required to be sent), (ii) one business day after being
sent by overnight courier (receipt confirmation requested) or (iii) five
business days

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                                                                              19


after being mailed by certified or registered mail (return receipt requested and
postage prepaid) to the recipient. Such notices, demands and other
communications will be sent to the Company and each Holder at the address or
addresses indicated on the signature pages hereto, or to such other address or
to the attention of such other person as the recipient party has specified by
prior written notice under this Section 3.7 to the sending party.

            GOVERNING LAW. This Agreement shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.

            FURTHER ASSURANCES. Each party hereto shall do and perform or cause
to be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the
provisions of this Agreement and the consummation of the transactions
contemplated hereby.

            JURISDICTION; VENUE; PROCESS. (a) The parties to this Agreement
agree that jurisdiction and venue in any action brought by any party hereto
pursuant to this Agreement shall properly lie and shall be brought in any
federal or state court located in the State of New York. By execution and
delivery of this Agreement, each party hereto irrevocably submits to the
jurisdiction of such courts for itself or himself and in respect of its or his
property with respect to such action. The parties hereto irrevocably agree that
venue would be proper in such court, and hereby irrevocably waive any objection
that such court is an improper or inconvenient forum for the resolution of such
action.

            (b) Artal hereby irrevocably and unconditionally designates and
directs Mr. David Van Zandt, with offices on the date hereof at Northwestern
University School of Law, 357 East Chicago Avenue, Chicago, Illinois 60611, as
its agent to receive service of any and all process and documents on its behalf
in any legal action or proceeding related to this Agreement and agrees that
service upon such agent shall constitute valid and effective service upon Artal
and that failure of such agent to give any notice of such service to Artal shall
not affect or impair in any way the validity of such service or of any judgment
rendered in any action or proceeding based thereon.

            MERGER, AMALGAMATION OR CONSOLIDATION OF THE COMPANY. If the Company
is a party to any merger, amalgamation, or consolidation pursuant to which the
Registrable Securities are converted into or exchanged for securities or the
right to receive securities of any other person ("CONVERSION SECURITIES"), the
issuer of such Conversion Securities shall assume (in a writing delivered to all
Holders) all obligations of the Company hereunder. The Company will not effect
any merger, amalgamation, or consolidation described in the immediately
preceding sentence unless the issuer of the Conversion Securities complies with
this Section 3.11.

            MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

<Page>

                                                                              20


                                     * * * *


<Page>

                                                                              21


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


                                    WEIGHT WATCHERS INTERNATIONAL, INC.


                                    By: /s/ Mark Matera
                                       _______________________________________


Address for Notices:                     With copies to:

Weight Watchers International, Inc.      Simpson Thacher & Bartlett
175 Crossways Park West                  425 Lexington Avenue
Woodbury, NY  11797                      New York, New York  10017
Facsimile No.:  516-390-1795             Facsimile No.:  212-455-2502
Attn:  Chief Executive Officer           Attn:  Robert E. Spatt, Esq.



                                    H.J. HEINZ COMPANY



                                    By: /s/ Mitchell Ring
                                       _______________________________________



Address for Notices:                     With copies to:

H.J. Heinz Company                       H.J. Heinz Company
600 Grant Street                         600 Grant Street
Pittsburgh, Pennsylvania 15219           Pittsburgh, Pennsylvania 15219
Facsimile No.:  412-456-6015             Facsimile No.:  412-456-6102
Attn:  Treasurer                         Attn:  Senior Vice President and
                                                General Counsel


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                                                                              22



                                    ARTAL LUXEMBOURG S.A.


                                    By: /s/ David Van Zandt
                                       _______________________________________



Address for Notices:                With copies to:

Artal Luxembourg S.A.               David Van Zandt
105, Grand-Rue                      Northwestern University School
L-1661 Luxembourg                     of Law
Luxembourg                          357 East Chicago Avenue
Facsimile No.:  352-22-42-59-22     Chicago, Illinois 60611
Attn:  Managing Director            Facsimile No.:  1-773-388-0291


                                         and

                                         Simpson Thacher & Bartlett
                                         425 Lexington Avenue
                                         New York, New York 10017
                                         Facsimile No.:  1-212-455-2502
                                         Attn:  Robert E. Spatt, Esq.


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                                                                       EXHIBIT A


                                JOINDER AGREEMENT


            By execution of this Joinder Agreement, the undersigned agrees to
become a party to that certain Registration Rights Agreement, dated as of
September 29, 1999 (the "Agreement"), among Weight Watchers International, Inc.
(the "Company"), Artal Luxembourg S.A. and H.J. Heinz Company. By execution of
this Joinder Agreement, the undersigned shall have all rights, and shall observe
all the obligations, applicable to Future Investors (as defined in the
Agreement) under the Agreement.

Name:_________________________

Address for Notices:                      With copies to:

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If an individual, are you presently married or separated?

                              yes _____                     no _____

(If yes, you must also have your spouse execute a spousal consent in the form
attached hereto.)

                                    Signature:___________________

                                          Date:___________________


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                         CONSENT AND AGREEMENT OF SPOUSE


            I, _________________________________, am the spouse of
____________________, one of the stockholders of Weight Watchers International,
Inc., a Virginia corporation (the "Company"). I acknowledge that my spouse is a
party to that certain Registration Rights Agreement, dated as of September 29,
1999, among the Company, Artal Luxembourg S.A. and the H.J. Heinz Company (the
"Agreement"), and that I have read the Agreement. I consent to, agree to,
approve and ratify each and every one of the terms and provisions of the
Agreement, and I further agree to provide all notices and information required
of me in the time and manner set forth in the Agreement.

            Executed this ____ day of __________, 199_.



                                    --------------------------------
                                    (Signature of Consenting Spouse)