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                                                                   Exhibit 10.33

                     AMENDED AND RESTATED CO-PACK AGREEMENT

         THIS AMENDED AND RESTATED CO-PACK AGREEMENT, made and entered into this
13th day of September, 2001, by and between Weight Watchers International, Inc.,
a Virginia corporation with its principal offices at 175 Crossways Park West,
Woodbury, New York 11797-2055 ("WWI") and Nellson Nutraceutical, Inc., a
Delaware corporation with its principal offices at 5801 Ayala Avenue, Irwindale,
California 91706-1146 ("Co-Packer").

                                   WITNESSETH:

         WHEREAS, WWI and Co-Packer entered into a Co-Pack Agreement, dated
November 30, 1999 (the "Existing Agreement"), and the parties desire to modify
certain of the terms of their business agreement and wish to do so by canceling
the Existing Agreement and substituting in its place this Agreement upon the
terms and conditions set forth herein; and

         WHEREAS, WWI desires to obtain a supply of bar and drink mix products
as more fully described in Exhibit A, which is attached to and made a part of
this Agreement, (the "Products") for distribution and sale by WWI under the
terms of this Agreement and Co-Packer desires to supply the Products to WWI
under the terms of this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises that this Agreement contains, and other good and valuable
consideration, receipt of which the parties acknowledge, the parties, intending
to be bound legally, agree as follows:

         1. MANUFACTURE OF THE PRODUCT. WWI shall place purchase orders with
Co-Packer, and Co-Packer shall sell and deliver to WWI, quantities of the
Products under the terms of this Agreement. Co-Packer shall manufacture and
package the Products in strict compliance with the standards and specifications
attached as Exhibit B and made a part of
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this Agreement (the "Specifications"). All purchases of the Products by WWI
under this Agreement shall be pursuant to, and under the terms and conditions
of, a duly authorized and issued WWI purchase order, the form of which is
attached as Exhibit C and made a part of this Agreement. In addition, Co-Packer
shall comply with the provisions of the WWI Co-Pack Manual for the Products
attached as Exhibit D and made a part of this Agreement, as WWI may reissue or
amend from time to time (the "Co-Pack Manual"). The terms and conditions of the
WWI purchase order form and the Co-Pack Manual shall be in addition to and not
in limitation of the terms and conditions of this Agreement. Any inconsistencies
between the terms and conditions of the WWI purchase order form or the Co-Pack
Manual and this Agreement shall be resolved in favor of the terms and conditions
of this Agreement. Any inconsistencies between the terms and conditions of the
WWI purchase order form and the provisions of the Co-Pack Manual shall be
resolved in favor of the provisions of the Co-Pack Manual. Any terms or
conditions appearing on or incorporated into any invoice forms or other
documents sent by Co-Packer which are inconsistent with or in addition to the
terms and conditions of this Agreement shall not apply.

         2. TERM. The term of this Agreement shall commence as of the date of
this Agreement and shall continue in full force and effect until December 31,
2004 (the "Term"). This Agreement may, at the option of WWI, be renewed for an
additional one (1) year period, and successive one (1) year periods thereafter,
by providing written notice to Co-Packer of such election to renew at least one
hundred eighty (180) days prior to expiration of the Term or any renewal term
thereof.

         3. PRODUCTION SCHEDULE. Both parties understand and acknowledge that
the quantity and variety of the Products ordered by WWI will be derived from
marketing projections that may not necessarily depict actual sales volume since
the Products represent a new entry by WWI into the bar market; therefore, the
total quantity of Product to be purchased hereunder is subject to wide
fluctuation. On or before the beginning of each month during the Term or any
renewal term, WWI shall also furnish Co-Packer with an estimate of the
quantities of the Products it will require in the succeeding three-month period.
These estimates shall not be binding or otherwise limit or obligate WWI in its
order
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of Products under this Agreement. Notwithstanding anything contained herein to
the contrary, WWI shall not be required to purchase any minimum quantity of the
Products.

         4. LEAD TIME. Co-Packer understands and acknowledges that, because of
the competitive nature of the market for the Products, TIME IS OF THE ESSENCE of
this Agreement. Co-Packer shall manufacture and shall ship all quantities of the
Products for delivery as specified in a duly authorized purchase order that WWI
has issued pursuant to Section 1 of this Agreement. Co-Packer shall manufacture
and have ready for shipment sufficient Products to fill WWI's purchase orders
with thirty (30) days from the date each purchase order is received by
Co-Packer.

         5. MANUFACTURING FACILITIES. Co-Packer shall manufacture the Products
at its processing facilities at Irwindale and Los Angeles, California or at such
other facility as WWI and Co-Packer shall mutually agree (the "Factory").
Co-Packer warrants that the Factory is capable of manufacturing and processing
the Products in accordance with the requirements of this Agreement and that
Co-Packer now solely leases and operates, and for the term of this Agreement
solely shall lease and operate, the Factory and all processing equipment located
in the Factory. Co-packer shall be the exclusive supplier of the Products within
the continental United States of America during the term of this Agreement.

         6. RAW MATERIALS; INGREDIENTS; PACKAGING. Co-Packer shall furnish all
raw materials and ingredients required for the manufacture, production, and
processing of the Products and shall supply all nutrition bar wraps, four pack
cartons, and cases necessary for packaging of the Products under this Agreement.
Co-Packer shall label all Products using artwork, graphics, and label copy that
WWI shall furnish.

         7. OWNERSHIP RIGHTS OF WWI; CHANGES IN SPECIFICATIONS. Co-Packer
acknowledges that WWI is and shall remain the owner of all recipes,
formulations, specifications, artwork, graphics, and label copy furnished by, or
developed for, WWI and other confidential and proprietary information relating
to the Products. Co-Packer shall be the owner of the specific manufacturing
processing techniques which it develops in the
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production of the Products. WWI shall have the right from time to time at its
sole option to modify the formulations for the Products included as part of the
Specifications. The prices for Products with modified formulations shall be
adjusted by mutual agreement of the parties hereto to reflect any increased or
decreased cost of manufacture by Co-Packer. WWI shall also have the right from
time to time upon the mutual agreement of the parties hereto to require
modifications or alterations in the processing techniques utilized to
manufacture the Products. The prices shall be adjusted by mutual agreement of
the parties hereto to reflect any increased or decreased costs as a result of
such modifications or alterations, including but not limited to any increased or
decreased fixed costs from changes in or additions to equipment required
thereby.

         8. COMPENSATION. WWI shall pay to Co-Packer in full and complete
consideration for the manufacture of the Products, including but not limited to
all ingredients, processing, production ,wrapping, packaging and packing of the
Products in display boxes and master shippers, and the industry standard stretch
wrapping of pallets and delivery of the Products to WWI, the prices specified on
Exhibit E, attached hereto and made part hereof, for all Products manufactured,
processed, and delivered in strict compliance with the Specifications and
delivered as herein set forth. One Hundred Eighty (180) days prior to the
expiration of the initial term of this Agreement and any renewal terms
thereafter, the parties will review the economics of the supply relationship set
forth herein. For the purpose of such review, the aggregate baseline cost of the
Products will directly relate to the price per bar as set forth on Exhibit E. If
the aggregate baseline cost of raw materials, packaging materials, direct labor,
or variable overhead increases or decreases more than five (5) percent during
the period under review, the parties agree to negotiate an appropriate price
adjustment in good faith.

         9. MATERIALS.

                  (a) All ingredients and raw materials that Co-Packer uses for
the manufacture of the Products shall strictly conform to the Specifications.
Suppliers of all other raw materials and ingredients for use in the manufacture
of the Products shall be
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subject, at WWI's option, to the review and approval of WWI before receipt and
use of raw materials and ingredients from such supplier. Such approval of
Co-Packer's suppliers shall not be unreasonably withheld. Any such review and
approval of suppliers by WWI shall be gratuitous and shall not (i) relieve
Co-Packer of its obligations under this Agreement, including the duty to inspect
all incoming raw materials and insure that they meet the Specifications, or (ii)
constitute acceptance by WWI of any raw materials, ingredients, Products, or
portion thereof.

         10. DELIVERY. Co-Packer shall deliver all the Products that WWI
purchases under this Agreement to WWI F.O.B. the Factory and shall place the
Products into the custody of carriers that WWI has approved pursuant to WWI's
written directions. Co-Packer shall furnish to WWI sufficient information to
verify shipment of the Products. Co-Packer shall invoice WWI for the Products on
the earlier of the date: (i) that such Products are shipped from the Factory on
instructions from WWI; or (ii) four (4) days after production of Product
pursuant to a duly authorized and issued WWI purchase order. Terms of payment
shall be 1% fifteen (15) days, net thirty (30) days from the date that WWI
receives such invoice.

         11. RISK OF LOSS. WWI shall bear the risk of loss or damage to any of
the Products after Co-Packer has delivered the same to the possession of WWI or
to a carrier that WWI has approved pursuant to WWI's instructions, except for
loss or damage caused by the manufacturing, processing, packaging, or quality of
the Products, in which case Co-Packer solely shall bear the risk of such loss or
damage. Co-Packer shall bear the risk of loss or damage to any of the Products
that occurs before the delivery of such Products to WWI or to the carrier that
WWI has designated for transportation of the Products.

         12. INSPECTIONS. Representatives of WWI may enter and inspect, as they
pertain to the production of the Products, the Factory and any warehouse at
which Co-Packer has stored the Products, during the time of production, storage,
or clean-up periods. The inspection may include all aspects of Co-Packer's
manufacturing techniques, quality control, sanitation procedures, and records.
Co-Packer may restrict access by WWI's representatives
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to only those areas where the Products and ingredients and materials for the
Products are processed, tested, or stored. Co-Packer shall maintain and make
available to WWI upon request all records of chemical, physical,
microbiological, and process tests of the basic ingredients and packaging
materials, intermediate products, and finished Products that Co-Packer conducts
or that it requires from its suppliers. Any such inspection or testing by WWI
shall be gratuitous and shall not (i) relieve Co-Packer of its obligations under
this Agreement or (ii) constitute acceptance by WWI of any portion of the
Products. WWI shall receive the Products subject, at WWI's discretion, to
inspection and approval of the lot or lots, or submitted samples from the lots,
by WWI's quality control personnel within a reasonable time after receipt.
Payments by WWI for any quantity of the Products shall not constitute approval
or acceptance of such Products. If any quantity of the Products is defective or
does not conform to samples, descriptions, or the Specifications, WWI may, at
its option, reject all of such quantity, accept all of such quantity, or accept
any commercial unit or units of such quantity and reject the rest. Co-Packer
shall reimburse WWI in full for the quantity of the Products rejected and
returned. Co-Packer shall assume all costs of transportation and handling both
ways for such rejected Products. Co-Packer shall remove WWI's trademarks, trade
name, and any other marks identifying WWI or WWI's parent or affiliate companies
from any rejected Products and the case artwork before Co-Packer disposes of
such Products. Upon request of WWI, Co-Packer shall certify in writing to WWI
that all such trademarks, trade names, and identifying marks have been removed
from any rejected Products. Co-Packer shall furnish to WWI without charge
samples of the Products that WWI reasonably requests for quality control testing
and evaluation. Co-Packer shall separately code each case of the Products to be
readily identifiable by specific lot number designation by five hour
(half-shift) production intervals.

         13. CONFIDENTIALITY AND NON-COMPETITION.

                  (a) WWI and Co-Packer have executed a Mutual Non-Disclosure
Agreement, dated October 28, 1998 (the "Mutual Non-Disclosure Agreement"). The
provisions of the Mutual Non-Disclosure Agreement shall apply to the information
that the parties exchange in the course of performance of this Agreement.
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                  (b) Co-Packer acknowledges that it is reasonable and necessary
for the protection of the business and goodwill of WWI for Co-Packer to enter
into the following agreement respecting competition with WWI and that WWI would
suffer irreparable injury if Co-Packer breaches any such agreement. As a further
safeguard and necessary protection for trade secret and proprietary information
that WWI discloses to Co-Packer, Co-Packer shall not, directly or indirectly,
engage in the business of producing, distributing, purchasing, or selling, or
otherwise dealing in, any products, goods, or merchandise that cannot be
differentiated from the Product by a large (i.e. greater than 200) sample of
consumers in a blind taste evaluation, in any part of the United States, except
pursuant to this Agreement. Without limiting the generality of the foregoing,
Co-Packer shall be considered to engage in such business if any company of which
it owns beneficially or of record more than five percent of the outstanding
shares of any class of stock, or of which it is a partner, joint venturer, or
proprietor engages in such business. The covenants set forth in this Section
13(b) shall remain in full force and effect during the initial term and any
renewal term of this Agreement and for five years after any termination of this
Agreement.

         14. WARRANTIES AND REPRESENTATIONS. Co-Packer warrants and represents
that:

                  (a) All of the Products that Co-Packer manufactures,
processes, and packages under this Agreement (i) shall be manufactured,
processed, and packaged strictly in conformity with applicable sanitation
standards set forth in United States Food and Drug Administration, the United
States Department of Agriculture, and the State and Local Governmental Agency
having jurisdiction over the manufacturing, processing, and packaging of the
Products, and all applicable rules and regulations, as amended, (ii) shall
conform strictly to Specifications, and (iii) shall be fit and wholesome for
human consumption and shall meet all requirements of applicable statutes, rules,
and regulations of the United States and any state or local government.
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                  (b) The normal shelf life of the Products that Co-Packer
delivers to WWI shall not be less than six (6) months from the date of
production if WWI transports and stores the Products at between 50 Degrees
Farenheit and 80 Degrees Farenheit.

                  (c) Each delivery under this Agreement shall be, as of the
date of such delivery, not short in weight, or adulterated or misbranded within
the meaning of the Federal Food Drug and Cosmetic Act, as amended, the Federal
Fair Packaging and Labeling Act of 1966, as amended, or any other food or drug
law or regulation of any state or local government and shall comply with all
other applicable laws and regulations of which Co-Packer has knowledge, whether
independently or by specific directive from WWI. Each delivery under this
Agreement shall be a product that, under the provisions of such federal, state,
and local laws, may be lawfully shipped and sold in interstate commerce and
conforms in all respects to the requirements of such laws and the rules and
regulations issued pursuant to such laws. If WWI claims a breach of this
provision, WWI may return the subject Products to Co-Packer and Co-Packer shall
assume all cost of transportation and handling both ways and reimburse WWI for
any such costs paid by WWI.

                  (d) All equipment and procedures that Co-Packer uses in the
manufacture of the Products do not and will not infringe any valid United
States, foreign, or other letters patent, trademark, copyright, or other
proprietary right of any person not a party to this Agreement.

                  (e) All materials, ingredients, supplies, and packaging
materials that Co-Packer uses in the manufacture of the Products shall be
merchantable, of good quality, free from defects, and fit for the purpose
intended. This warranty shall not apply to any such materials or ingredients
that WWI furnishes; however, Co-Packer shall evaluate any such materials or
ingredients that WWI furnishes and reject the same if not merchantable, of good
quality, and fit for the purpose intended.

                  (f) No delivery shall bear or contain any food additive,
pesticide, or other substance as of the date of such delivery that is unsafe for
human consumption within
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the meaning of the Federal Food Drug and Cosmetic Act, with all revisions and
amendments pertaining to such statute.

                  (g) The execution of this Agreement and performance of its
obligations under this Agreement does not, and will not, abrogate, breach, or
conflict with any agreement, mortgage, pledge, or contract to which Co-Packer is
a party or to which the Factory or any of the equipment, fixtures, or personal
property that the Factory contains is subject.

         15. INDEMNITY BY CO-PACKER.

                  (a) Co-Packer shall indemnify and shall hold harmless WWI
(including its parent, affiliate, and subsidiary companies) and its customers
from and against any and all claims, demands, actions, suits, causes of action,
damages, and expenses (including, but not limited to, expenses of investigation,
settlement, litigation, and attorneys' fees incurred in connection therewith)
that any person or entity makes, sustains, or brings against WWI (including its
parent, affiliate, and subsidiary companies) or any of its customers for the
recovery of damages for the injury, illness, or death of any person caused or
alleged to be caused by the consumption or use by such person of any of the
Products that Co-Packer ships or delivers to WWI in breach of Co-Packer's
warranties under this Agreement.

                  (b) Co-Packer shall indemnify and shall hold harmless WWI
(including its parent, affiliate, and subsidiary companies) and its customers
from and against all losses, claims, damages, and expenses (including, but not
limited to, expenses of investigation, settlement, litigation, and attorneys'
fees incurred in connection therewith) from recalls by governmental authorities,
or by WWI in reasonable anticipation of a governmental recall, of any of the
Products that Co-Packer ships or delivers pursuant to this Agreement, or other
losses, claims, damages, actions, and expenses (including, but not limited to,
expenses of investigation, settlement, litigation, or attorneys' fees incurred
in connection therewith) to which WWI (including its parent, affiliate, and
subsidiary companies) may become subject
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by reason of any breach by Co-Packer of the warranties or representations
provided in Section 14 of this Agreement.

                  (c) Co-Packer shall indemnify and shall hold WWI (including
its parent, affiliate, and subsidiary companies) harmless from all consumer
claims, including reasonable attorneys' fees, arising from or connected with
consumer claims or actions that result from any breach of Co-Packer's warranties
under this Agreement. Co-Packer understands and acknowledges that WWI, at WWI's
option, processes consumer claims involving the Products through the claims
investigation and settlement services of the National Food Processors
Association (NFPA). Co-Packer shall pay to WWI reasonable costs or charges for
the investigation and settlement of consumer claims by NFPA that allege a defect
in the Products, or other condition that, if proven, would constitute a breach
of Co-Packer's warranties to WWI under this Agreement. WWI shall confer with
Co-Packer and its insurance carrier before settlement of consumer claims for
which Co-Packer is responsible under this Agreement.

                  (d) If any person or entity asserts any claim or brings any
suit or action for which Co-Packer may be required to indemnify WWI (including
its parent, affiliate, and subsidiary companies) or its customers under this
Section 15, WWI promptly shall notify Co-Packer of such claim or suit.
Co-Packer, upon receipt of such notice, shall undertake in conjunction with WWI
(if WWI desires) the defense of such suit for the settlement of any such claim
at Co-Packer's own cost and expense.

         16. INDEMNITY BY WWI. WWI shall indemnify and hold harmless Co-Packer
from and against any and all claims, demands, actions, suits, causes of action,
damages, and expenses (including, but not limited to, expenses of investigation,
settlement, litigation, and attorneys' fees incurred in connection therewith)
that any person or entity makes, sustains, or brings against Co-Packer for the
recovery of damages for the injury, illness, or death of any person caused or
alleged to be caused by the consumption or use by such person of any of the
Products that Co-Packer ships or delivers to or at the direction of WWI pursuant
to this Agreement if such injury, illness, or death results solely from the
negligence of WWI or its
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agents or employees. If any person or entity asserts any claim or brings any
suit or action against Co-Packer for which WWI may be required to indemnify
Co-Packer under this Section 16, Co-Packer promptly shall notify WWI of such
claim or suit. WWI, upon receipt of such notice, shall undertake in connection
with Co-Packer (if Co-Packer desires) the defense of such suit for the
settlement of any such claim at WWI's own cost and expense.

         17. INSURANCE. Co-Packer shall maintain in full force and effect during
the term of this Agreement comprehensive general liability insurance coverage,
including contractual liability and products/completed operations liability
coverage, with WWI, and any other affiliates designated by WWI, named as an
additional insured, with minimum limits of $5,000,000.00 combined single limit
for bodily injury and property damage per occurrence, with a responsible
insurance carrier acceptable to WWI. Such insurance shall be on an occurrence
basis; that is, it shall cover any claim made for injuries or damages arising
out of an event occurring during the term of the policy regardless of whether
the claim is made after the expiration of the term of the policy. Before
commencement of any production under this Agreement and from time to time
thereafter upon the expiration of any such certificate of insurance, Co-Packer
shall furnish WWI with a certificate of insurance evidencing the above
coverages. Such certificate shall contain a clause for notification of WWI
thirty days in advance of any cancellation, reduction, or change in coverage.

         18. RESALES OF THE PRODUCT. WWI shall have complete and sole discretion
as to the resale of the Products, including the pricing of the Products, the
advertising, marketing, sales, and distribution of the Products, and the
expenses it incurs in connection therewith.

         19. TRADEMARKS AND TRADE NAMES. Nothing contained in this Agreement
shall be deemed to give Co-Packer any right, title, or interest in or to WWI's
trademarks and trade names, or the trademarks and trade names of any parent,
affiliate, or subsidiary company of WWI, including, but not limited to, the
WEIGHT WATCHERS trademark. Co-Packer may not use any of such trademarks or trade
names, except as WWI authorizes in writing.

         20. INTENTIONALLY OMITTED.
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         21. TERMINATION BY WWI. WWI may terminate this Agreement:

                  (a) If Co-Packer breaches or violates any of the warranties,
representations, agreements, covenants, or conditions that this Agreement
contains or requires and Co-Packer fails to remedy the breach or violation
within fifteen (15) days after receipt from WWI of written notice of the breach
or violation; or

                  (b) If Co-Packer makes an assignment for the benefit of its
creditors, commits any act of bankruptcy, has a receiver appointed, or otherwise
admits of its inability to pay its debts as they mature, or if a private party
garnishes its assets or a governmental authority sequesters its assets; or

                  (c) If Co-Packer attempts to assign or transfer any interest
under this Agreement without the prior written consent of WWI, which shall not
be unreasonably withheld or delayed. Notwithstanding the foregoing, Co-Packer
shall have the right, without WWI's consent, to assign or transfer its interest
under this Agreement to (a) an affiliate, subsidiary or parent of Co-Packer; (b)
an entity with which Co-Packer is merged or consolidated; or (c) an entity which
purchases or otherwise acquires all of the assets and/or stock of Co-Packer,
provided such entity shall be bound by all of the terms and conditions contained
in this Agreement.

         22. TERMINATION BY CO-PACKER. Co-Packer may terminate this Agreement:

                  (a) If WWI breaches or violates any of the agreements,
covenants, or conditions that this Agreement requires or contains and WWI fails
to remedy the breach or violation within fifteen (15) days after receipt from
Co-Packer of written notice of the breach or violation; or
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                  (b) If WWI makes an assignment for the benefit of its
creditors, commits an act of bankruptcy, has a receiver appointed, or otherwise
admits of its inability to pay its debts as they mature.

         23. EFFECT OF TERMINATION. In the event of termination of this
Agreement, such termination shall be without prejudice to any rights that may
have accrued to Co-Packer or WWI at the date of termination.

         24. RETURN OF MATERIALS. In the event of termination or expiration of
this Agreement, Co-Packer immediately shall account for and return to WWI all
packaging materials and ingredients that WWI has supplied pursuant to this
Agreement.

         25. INTENTIONALLY OMITTED.

         26. FORCE MAJEURE. If either party is prevented from performing any of
its obligations under this Agreement or is substantially delayed in such
performance by reason of any cause beyond its control, including any
governmental restrictions, acts of God, crop shortages, riots, war, fire, labor
disputes, or other causes of FORCE MAJEURE, it shall be excused from the
performance of its obligations affected by the reasons referred to, or from the
delay in such performance. If such condition continues for a period of sixty
days and substantially interferes with the further performance by either party
of this Agreement, either party may terminate this Agreement on thirty days'
written notice to the other party. If this Agreement is terminated under this
Section 26, each party shall bear the costs it has incurred before the date of
termination specifically related to the Products not delivered to WWI by the
date of termination.

         27. INDEPENDENT CONTRACTORS. The parties are independent contractors
and engage in the operation of their own respective businesses. Neither
Co-Packer nor WWI shall be considered the agent of the other for any purpose
whatsoever. Neither Co-Packer nor WWI has any authority to enter into any
contracts or assume any obligations for the other or to make any warranties or
representations on behalf of the other. Nothing in this
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Agreement shall be considered to establish a relationship of co-partners or
joint venturers between Co-Packer and WWI. Under no circumstances shall WWI be
liable for the debts or obligations of Co-Packer or for the wages, salaries, or
benefits of Co-Packer's employees.

         28. SEVERABILITY. If any section or portion of this Agreement violates
any applicable law, such section or portion shall be inoperative. If a court of
competent jurisdiction rules that any provision set forth in this Agreement is
unenforceable, then such provision shall be deemed modified to the extent that,
in the court's opinion, is necessary to make it enforceable. The remainder of
the Agreement shall remain valid and shall continue to bind the parties.

         29. BROKER'S FEES. Each party warrants to the other that it has not
incurred nor will it incur any liability for brokerage fees, finder's fees,
agents' commissions, or other similar forms of compensation in connection with
this Agreement or any transaction that this Agreement contemplates.

         30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding and inure
to the benefit of each of the parties and its permitted successors and assigns.

         31. NOTICES. Each party shall give in writing by personal delivery or
by U.S. mail any notice or communication that such party may or must give under
this Agreement or with respect to it. Such notice shall be deemed to have been
given or made when personally delivered or deposited in the U.S. mail, first
class, certified or registered, postage prepaid, return receipt requested,
directed to the respective parties as follows:

                  (a)      Notices to WWI shall be addressed to:

                                    Weight Watchers International Inc.
                                    175 Crossways Park West
                                    Woodbury, New York 11797
                                    Attn:  Product Development Department

                           with a copy to:
                                    Weight Watchers International Inc.
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                                    175 Crossways Park West
                                    Woodbury, New York 11797
                                    Attn: Legal Department

                  (b)      Notices to Co-Packer shall be addressed to:

                                    Nellson Nutraceutical, Inc.
                                    5801 Ayala Avenue
                                    P.O. Box 2263
                                    Irwindale, California 91706-1146
                                    Attn: ________________

Either party may, from time to time by notice given in accordance with this
Section 31, advise the other of changes of address or additional addresses for
the giving of notices.

         32. WAIVER. No waiver by either party of any breach, default, or
violation of any term, warranty, representation, agreement, covenant, condition,
or provision of this Agreement shall constitute a waiver of any subsequent
breach, default, or violation of the same or other term, warranty,
representation, agreement, covenant, condition, or provision.

         33. ENTIRE AGREEMENT. This Agreement, together with any Exhibits
attached to this Agreement, contains all of the terms, warranties,
representations, agreements, covenants, conditions, and provisions the parties
have agreed upon with respect to the subject matter of this Agreement and merges
and supersedes all prior agreements, understandings, and representations
relating to such subject matter. This Agreement shall not be altered or changed
except by a writing that an authorized officer or representative of each party
signs.

         34. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law rules. The courts of the State of New York, to the personal
jurisdiction of which each party voluntarily submits, shall have exclusive
jurisdiction over any dispute arising out of the construction, interpretation,
or enforcement of this Agreement.
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         35. INTERPRETATION. This Agreement shall be construed as a whole in
accordance with the fair meaning of its language and, regardless of who is
responsible for its original drafting, shall not be construed for or against
either party. The captions of the various sections of this Agreement are
included for convenience of reference only and shall in no way affect the
construction or interpretation of this Agreement.

         IN WITNESS WHEREOF, each party has executed this Agreement on the day
and year first above written.

                                            WEIGHT WATCHERS INTERNATIONAL, INC.


                                            By:    /s/ Robert W. Hollweg
                                                -------------------------------


                                            NELLSON NUTRACEUTICAL, INC.


                                            By:    /s/ Ben J. Muhlenkamp
                                                -------------------------------

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                                    EXHIBIT A

                             DESCRIPTION OF PRODUCTS

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                                    EXHIBIT B

                                 SPECIFICATIONS


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                                    EXHIBIT C

            WEIGHT WATCHERS INTERNATIONAL, INC. - FORM PURCHASE ORDER



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                                    EXHIBIT D

                                 CO-PACK MANUAL

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                                    EXHIBIT E

                                PRICING SCHEDULE