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                                                                   EXHIBIT 10.29



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                                WARRANT AGREEMENT



                         Dated as of September 10, 2001



                                     between



                            WEIGHTWATCHERS.COM, INC.



                                       and



                       WEIGHT WATCHERS INTERNATIONAL, INC.



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                                WARRANT AGREEMENT
                                TABLE OF CONTENTS

                                                                            Page


Section 1. Defined Terms.....................................................1

      1.1   Certain Definitions..............................................1
      1.2   Rules of Construction............................................3

Section 2. Issuance, Form, Execution, Delivery and Registration of Warrant
      Certificates...........................................................4

      2.1   Issuance of Warrants.............................................4
      2.2   Execution of Warrant Certificates................................4
      2.3   Registration, Registration of Transfers and Exchanges............4
      2.4   Form of Warrant Certificates.....................................5
      2.5   Restrictive Legends..............................................5
      2.6   Offices for Exercise, etc........................................5
      2.7   Cancellation.....................................................6
      2.8   Lost, Stolen, Destroyed, Defaced or Mutilated Warrant
            Certificates.....................................................6

Section 3. Terms of Warrants; Exercise of Warrants...........................6

      3.1   Exercise Period..................................................6
      3.2   Manner of Exercise...............................................7
      3.3   Issuance of Warrant Shares.......................................7
      3.4   Fractional Warrant Shares........................................8
      3.5   Sufficient Authorized Share Capital..............................8
      3.6   Payment of Taxes.................................................8

Section 4. Adjustment of Exercise Price and Number of Warrant Shares
           Issuable..........................................................8

      4.1   Adjustments......................................................8
      4.2   Superseding Adjustment..........................................12
      4.3   Minimum Adjustment..............................................13
      4.4   Notice of Adjustment............................................13
      4.5   Notice of Certain Transactions..................................13
      4.6   Adjustment to Warrant Certificate...............................14
      4.7   Challenge to Good Faith Determination...........................14
      4.8   Treasury Stock..................................................14

Section 5. Holders' Rights and Obligations..................................14

      5.1   Registration Rights.............................................14
      5.2   Other Rights and Obligations....................................14

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Section 6. Miscellaneous....................................................14

      6.1   Notices to the Company and WWI..................................14
      6.2   Amendments......................................................15
      6.3   Severability....................................................15
      6.4   Successors......................................................15
      6.5   Termination.....................................................15
      6.6   Governing Law...................................................16
      6.7   Jurisdiction; Venue.............................................16
      6.8   Benefits of This Agreement......................................16
      6.9   Counterparts....................................................16
      6.10  Table of Contents...............................................16
      6.11  MUTUAL WAIVER OF JURY TRIAL.....................................16


Exhibits

EXHIBIT A   -     Form of Note

EXHIBIT B   -     Form of Warrant Certificate




                                      -ii-
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            WARRANT AGREEMENT, dated as of September 10, 2001 (the "AGREEMENT"),
between WeightWatchers.com, Inc., a Delaware corporation (the "COMPANY"), and
Weight Watchers International, Inc., a Virginia corporation ("WWI").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, WWI has agreed to amend and restate the amended and
restated loan (the "AMENDED LOAN") between the Company and WWI to, among other
things, permit the Company to borrow up to an aggregate principal amount of
$34.5 million pursuant to the terms of the Note attached hereto as Exhibit A;
and

            WHEREAS, in order to induce WWI to enter into the Amended Loan, the
Company has agreed to enter into this Agreement and issue an additional 533,333
Warrants to WWI.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, and for the purpose of defining the respective
rights and obligations of the Company and the Holders (as defined below), the
parties hereto agree as follows:

            SECTION 1. DEFINED TERMS.

            1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:

            "AFFILIATE" means, as applied to any Person, any other Person
      directly or indirectly controlling, controlled by, or under direct or
      indirect common control with, such Person. For purposes of this
      definition, "control" (including, with correlative meanings, the terms
      "controlling," "controlled by" and "under common control with"), as
      applied to any Person, is defined to mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      voting securities, by contract or otherwise.

            "BOARD" means the Board of Directors of the Company.

            "BUSINESS DAY" means a day other than a Saturday, Sunday or other
      day on which commercial banks in New York City are authorized or required
      by law to close.

            "CASHLESS EXERCISE" has the meaning specified in Section 3.2 hereof.

            "CASHLESS EXERCISE RATIO" means a fraction, the numerator of which
      is the excess of the Current Market Value (as defined below) per share of
      Common Stock on the Exercise Date over the Exercise Price per share as of
      the Exercise Date and the denominator of which is the Current Market Value
      per share of Common Stock on the Exercise Date.

            "COMBINATION" has the meaning specified in Section 4.1(d) hereof.

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            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means the common stock, par value $0.01 per share, of
      the Company.

            "CURRENT MARKET VALUE," per share of Common Stock or any other
      security at any date, means (i) if the security is not registered under
      the Exchange Act, the fair market value of the security (without any
      discount for lack of liquidity, the amount of such security offered to be
      purchased or the fact that such securities may represent a minority
      interest in a private company or a company under the control of another
      Person) as determined in good faith by the Board and certified in a board
      resolution that is delivered to the Holders, and, if requested by the
      Majority Holders, determined to be fair, from a financial point of view,
      to the holders of such security or another security exercisable for such
      security, by an Independent Financial Expert (as set forth in such
      Independent Financial Expert's written fairness opinion); or (ii) if the
      security is registered under the Exchange Act, the average of the last
      reported sale price of the security (or the equivalent in an
      over-the-counter market) for each Business Day during the period
      commencing 15 Business Days before such date and ending on the date one
      day prior to such date, or if the security has been registered under the
      Exchange Act for less than 15 consecutive Business Days before such date,
      the average of the daily closing bid prices (or such equivalent) for all
      of the Business Days before such date for which daily closing bid prices
      are available (PROVIDED, HOWEVER, that if the closing bid price is not
      determinable for at least 10 Business Days in such period, the "Current
      Market Value" of the security shall be determined as if the security were
      not registered under the Exchange Act). The Company shall pay the fees and
      expenses of any Independent Financial Expert in the determination of
      Current Market Value.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
      (or any successor act), and the rules and regulations promulgated
      thereunder.

            "EXERCISE DATE" means the date on which a Warrant is exercised by
      the Holder thereof.

            "EXERCISE PRICE" means the purchase price per Warrant Share to be
      paid upon the exercise of each Warrant, which price shall be $7.14 per
      Warrant Share as adjusted in accordance with the terms hereof.

            "EXPIRATION DATE" means September 10, 2011.

            "HOLDER" means the holder of a Warrant, which shall initially be
      WWI.

            "INDEPENDENT FINANCIAL EXPERT" means a nationally recognized
      investment bank that does not (and whose directors, executive officers and
      5% stockholders do not) have a direct or indirect financial interest in
      the Company, the Holders, or any of their respective subsidiaries or
      Affiliates, which has not been for at least five years, and at the time it
      is called upon to give independent financial advice to the Company is not
      (and none of its directors, executive officers or 5% stockholders is), a
      promoter, director, or officer of the Company, the Holders or any of their
      respective subsidiaries or Affiliates. The

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      Independent Financial Expert may be compensated and indemnified by the
      Company for opinions or services it provides as an Independent Financial
      Expert.

            "ISSUE DATE" means September 10, 2001, the date on which the
      Warrants are first issued.

            "MAJORITY HOLDERS" means the Holders of a majority of the then
      outstanding Warrants.

            "OFFICER" means the principal executive officer, the principal
      financial officer, the treasurer or the principal accounting officer of
      the Company.

            "PERSON" means any individual, corporation, partnership, joint
      venture, limited liability company, association, joint-stock company,
      trust, unincorporated organization, government or any agency or political
      subdivision thereof or any other entity.

            "REPURCHASE PRICE" means, in respect of a Warrant, (i) the excess of
      the Current Market Value of a share of Common Stock of the Company over
      the Exercise Price per share of Common Stock, multiplied by (ii) the
      number of Warrant Shares that would be obtained if one Warrant was
      exercised on the date of repurchase.

            "RIGHT" has the meaning specified in Section 4.1(g) hereof.

            "SECURITIES ACT" means the Securities Act of 1933, as amended (or
      any successor act), and the rules and regulations promulgated thereunder.

            "SUCCESSOR COMPANY" has the meaning specified in Section 4.1(d)
      hereof.

            "WARRANT CERTIFICATES" means the certificates evidencing the
      Warrants to be delivered pursuant to this Agreement, substantially in the
      form of Exhibit B hereto.

            "WARRANT REGISTRAR" has the meaning specified in Section 2.3 hereof.

            "WARRANT SHARES" has the meaning specified in Section 2.1 hereof.

            "WARRANTS" shall mean the Warrants issued hereunder and all warrants
      issued upon transfer, division or combination of, or in substitution for,
      any thereof. All Warrants shall at all times be identical as to terms and
      conditions and date, except as to the number of shares of Common Stock for
      which they may be exercised.

            1.2 RULES OF CONSTRUCTION. Unless the text otherwise required.

                  (i)   a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with United States generally accepted
      accounting principles ("U.S. GAAP") as in effect from time to time;

                  (iii) "or" is not exclusive;

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                  (iv) "including" means including, without limitation; and

                  (v) words in the singular include the plural and words in the
      plural include the singular.

            SECTION 2. ISSUANCE, FORM, EXECUTION, DELIVERY AND REGISTRATION OF
WARRANT CERTIFICATES.

            2.1 ISSUANCE OF WARRANTS. Each Warrant Certificate shall evidence
the number of Warrants specified therein, and each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase from the Company (and the Company shall issue and sell to
such holder of the Warrant) one share of Common Stock of the Company (the shares
purchasable upon exercise of a Warrant being hereinafter referred to as the
"WARRANT SHARES," subject to adjustment as provided in Section 4 hereof).

            2.2 EXECUTION OF WARRANT CERTIFICATES. The Warrant Certificates
shall be executed on behalf of the Company by one Officer of the Company. Such
signatures may be the manual or facsimile signatures of the present or any
future such Officers. Typographical and other minor errors or defects in any
such reproduction of any such signature shall not affect the validity or
enforceability of any Warrant Certificate.

            In case any Officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such Officer before the Warrant
Certificate so signed shall be delivered by the Company, such Warrant
Certificate nevertheless may be delivered or disposed of as though the Person
who signed such Warrant Certificate had not ceased to be such Officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such Persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper Officers of the Company, although at the date
of the execution and delivery of this Agreement any such Person was not such an
Officer.

            2.3 REGISTRATION, REGISTRATION OF TRANSFERS AND EXCHANGES. The
Company will keep, at the office or agency maintained by the Company for such
purpose, a register or registers in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of, and registration of transfer and exchange of, Warrants as provided herein.
Each person designated by the Company from time to time as a Person authorized
to register the transfer and exchange of the Warrants is hereinafter called,
individually and collectively, the "WARRANT REGISTRAR." The Company hereby
initially appoints itself as Warrant Registrar. Upon written notice to the
Holders and any acting Warrant Registrar, the Company may appoint a successor
Warrant Registrar for such purposes.

            The Company will at all times designate one Person (who may be the
Company and who need not be a Warrant Registrar) to act as repository of a
master list of names and addresses of the holders of Warrants (the "WARRANT
REGISTER"). The Company will act as such repository unless and until some other
Person is, by written notice from the Company to the Holders and the Warrant
Registrar, designated by the Company to act as such. In the event the Warrant
Registrar is not the repository, the Company shall cause the Warrant Registrar
to furnish to such repository, on a current basis, such information as to all
registrations of transfer and

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exchanges effected by the Warrant Registrar, as may be necessary to enable such
repository to maintain the Warrant Register on as current a basis as is
practicable.

            When Warrants are presented to the Company with a request to
register the transfer of the Warrants or exchange Warrants for an equal number
of Warrants of other authorized denominations, the Company shall register the
transfer or make the exchange as requested if the requirements under this
Warrant Agreement as set forth herein for such transactions are met; PROVIDED,
HOWEVER, that the Warrants presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Company, duly executed by the holder
thereof or by his attorney, duly authorized in writing.

            All Warrants issued upon any registration of transfer or exchange of
Warrants shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Warrants surrendered upon such registration of transfer or exchange.

            2.4 FORM OF WARRANT CERTIFICATES. The Warrant Certificates to be
delivered pursuant to this Agreement shall be substantially in the form set
forth in Exhibit B attached hereto. Such Warrant Certificates shall represent
such of the outstanding Warrants as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Warrants
from time to time endorsed thereon and that the aggregate amount of outstanding
Warrants represented thereby may from time to time be decreased or increased, as
appropriate. Any endorsement of a Warrant Certificate to reflect the amount of
any increase or decrease in the amount of outstanding Warrants represented
thereby shall be made by the Company in accordance with instructions given by
the holder thereof.

            2.5 RESTRICTIVE LEGENDS. The Warrant Certificates shall bear the
following legend (the "PRIVATE PLACEMENT LEGEND") on the face thereof:

            THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.

            2.6 OFFICES FOR EXERCISE, ETC. So long as any of the Warrants remain
outstanding, the Company will designate: (a) an office or agency where the
Warrant Certificates may be presented for exercise, (b) an office or agency
where the Warrant Certificates may be presented for registration of transfer and
for exchange, and (c) an office or agency where notices and demands to or upon
the Company in respect of the Warrants or of this Agreement may be served. The
Company may from time to time change such designation, as it may deem desirable
or expedient. The Company will give to the Holders and the Warrant Registrar
written notice of the location of any such office or agency and of any change of
location thereof. The Company

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hereby designates its office at the address set forth in Section 6.1, as the
initial agency maintained for such purpose.

            2.7 CANCELLATION. All Warrant Certificates surrendered for the
purpose of exercise (in whole or in part), exchange, substitution or transfer
shall, if surrendered to the Company or to any of its agents, be delivered to
the Company for cancellation or in cancelled form, or if surrendered to the
Company shall be cancelled by it, and no Warrant Certificates shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Agreement. If the Company purchases or acquires Warrants and if the Company so
chooses, the Company may cancel and retire the Warrant Certificates evidencing
said Warrants.

            2.8 LOST, STOLEN, DESTROYED, DEFACED OR MUTILATED WARRANT
CERTIFICATES. Upon receipt by the Company (or any agent of the Company if
requested by the Company) of evidence satisfactory to it of the loss, theft,
destruction, defacement or mutilation of any Warrant Certificate and of
indemnity satisfactory to it (which may include posting a bond) and, in the case
of mutilation or defacement, upon surrender thereof to the Company for
cancellation, then, in the absence of notice to the Company that such Warrant
Certificate has been acquired by a BONA FIDE purchaser or holder in due course,
the Company shall execute in exchange for or in lieu of the lost, stolen,
destroyed, defaced or mutilated Warrant Certificate, a new Warrant Certificate
representing a like number of Warrants, bearing a number or other distinguishing
symbol not contemporaneously outstanding. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment from the
holder of such Warrant Certificate of a sum sufficient to cover any tax, stamp
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Registrar) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall constitute an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
(but shall be subject to all the limitations of rights set forth in) this
Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 2.8 are exclusive with respect to the replacement of lost, stolen,
destroyed, defaced or mutilated Warrant Certificates and shall preclude (to the
extent lawful) any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement of lost, stolen, destroyed, defaced or mutilated Warrant
Certificates.

            SECTION 3. TERMS OF WARRANTS; EXERCISE OF WARRANTS.

            3.1 EXERCISE PERIOD. Subject to the terms of this Agreement, each
Holder shall have the right until 5:00 p.m., New York City time, on the
Expiration Date to receive from the Company the number of fully paid and
nonassessable Warrant Shares which the Holder may at the time be entitled to
receive on exercise of such Warrants and payment of the Exercise Price then in
effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m.,
New York City time, on the Expiration Date shall become void and all rights
thereunder and all rights in respect thereof under this Agreement shall cease as
of such time.

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            The Company shall give notice not less than 90, and not more than
120, days prior to the Expiration Date to the Holders of the outstanding
Warrants to the effect that the Warrants will terminate and become void as of
5:00 p.m., New York City time, on the Expiration Date; PROVIDED, HOWEVER, that
the failure by the Company to give such notice as provided in this Section shall
not affect such termination and becoming void of the Warrants as of 5:00 p.m.,
New York City time, on the Expiration Date.

            3.2 MANNER OF EXERCISE. A Warrant may be exercised at any time prior
to the Expiration Date upon (i) surrender to the Company of the Warrant
Certificates, together with the form of election to purchase properly completed
and executed by the Holder thereof and (ii) payment to the Company of the
Exercise Price for each share of Common Stock or other securities issuable upon
exercise of such Warrants. The Exercise Price may be paid (i) in cash or by
certified or official bank check or by wire transfer to an account designated by
the Company for such purpose (a "CASH EXERCISE") or (ii) without the payment of
cash, by reducing the number of shares of Common Stock that would be obtainable
upon the exercise of a Warrant and payment of the Exercise Price in cash so as
to yield a number of shares of Common Stock upon the exercise of such Warrant
equal to the product of (a) the number of shares of Common Stock for which such
Warrant is exercisable as of the date of exercise (if the Exercise Price were
being paid in cash) and (b) the Cashless Exercise Ratio. An exercise of a
Warrant in accordance with clause (ii) of the immediately preceding sentence is
herein called a "CASHLESS EXERCISE." In the event of a Cashless Exercise of
Warrants, the Company will purchase from the Holder thereof such number of
Warrants as would have entitled the Holder thereof to receive the excess of the
number of shares of Common Stock deliverable upon a Cash Exercise over the
number of shares of Common Stock deliverable upon a Cashless Exercise, for a
purchase price equal to the Exercise Price multiplied by the excess of the
number of shares of Common Stock purchasable upon a Cash Exercise over the
number of shares of Common Stock purchasable upon a Cashless Exercise. The
Company agrees to offset the purchase price referred to in the immediately
preceding sentence with the obligation to pay the Exercise Price in respect of
the shares of Common Stock deliverable upon a Cashless Exercise. Upon surrender
of a Warrant Certificate representing more than one Warrant in connection with
the holder's option to elect a Cashless Exercise, the number of shares of Common
Stock deliverable upon a Cashless Exercise shall be equal to the number of
shares of Common Stock issuable upon the exercise of Warrants that the Holder
specifies are to be exercised pursuant to a Cashless Exercise multiplied by the
Cashless Exercise Ratio. All provisions of this Agreement shall be applicable
with respect to a surrender of a Warrant Certificate pursuant to a Cashless
Exercise for less than the full number of Warrants represented thereby. Upon
surrender of the Warrant Certificate and payment of the Exercise Price in
accordance with this Agreement, the Company will issue shares of Common Stock of
the Company for each Warrant evidenced by such Warrant Certificate, subject to
adjustment as described herein. Whenever there occurs a Cashless Exercise, the
Company shall deliver to the Holder a certificate setting forth the Cashless
Exercise Ratio.

            3.3 ISSUANCE OF WARRANT SHARES. Subject to Section 2.8, upon the
surrender of Warrant Certificates and payment of the Exercise Price, as set
forth above, the Company shall issue shares of Common Stock in such name or
names as the Holder may designate, for the number of full Warrant Shares so
purchased upon the exercise of such Warrants or other securities or property to
which it is entitled, registered or otherwise to the Person or Persons entitled
to receive the same, together with cash as provided in Section 3.4 in respect of
any

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fractional Warrant Shares otherwise issuable upon such exercise. Such shares of
Common Stock shall be deemed to have been issued and any Person so designated
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of such Warrant Certificates and payment of the per
share Exercise Price or upon a Cashless Exercise.

            The Company hereby agrees that no service charge will be made for
registration of transfer or exchange upon surrender of any Warrant Certificate
at the office maintained for that purpose. Holders may be required to make
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration or transfer or exchange of
Warrant Certificates.

            3.4 FRACTIONAL WARRANT SHARES. The Company shall not be required to
issue fractional Warrant Shares on the exercise of Warrants. If more than one
Warrant shall be exercised in full at the same time by the same Holder, the
number of full Warrant Shares which shall be issuable upon such exercise shall
be computed on the basis of the aggregate number of Warrant Shares purchasable
pursuant thereto. If any fraction of a Warrant Share would, except for the
provisions of this Section 3.4, be issuable on the exercise of any Warrant (or
specified portion thereof), the Company may, at its option, pay an amount in
cash equal to the Current Market Value for one Warrant Share on the Business Day
immediately preceding the date the Warrant is exercised, multiplied by such
fraction.

            3.5 SUFFICIENT AUTHORIZED SHARE CAPITAL. The Company has and will
maintain an authorized share capital sufficient for the issuance of such number
of shares of Common Stock as will be issuable upon the exercise of all
outstanding Warrants. Such shares of Common Stock, when issued and paid for in
accordance with the Warrant Agreement, will be duly and validly issued, fully
paid and nonassessable, free of preemptive rights and free from all liens,
charges and security interests with respect to the issue thereof.

            3.6 PAYMENT OF TAXES. The Company will pay all documentary stamp
taxes attributable to the initial issuance of the Warrants and the Warrant
Shares issuable upon the exercise of Warrants; PROVIDED, HOWEVER, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant Certificates or
Warrant Shares in a name other than that of the Holder of a Warrant Certificate
surrendered upon the exercise of a Warrant, and the Company shall not be
required to issue or deliver such Warrant Certificates unless or until the
Person or Persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

            SECTION 4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
ISSUABLE.

            4.1 ADJUSTMENTS. The Exercise Price and the number of Warrant Shares
purchasable upon the exercise of Warrants shall be subject to adjustment from
time to time as follows:

            (a) CHANGES IN SHARES OF COMMON STOCK. In the event that at any time
or from time to time after the date hereof the Company shall (i) pay a dividend
or make a distribution on

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its shares of Common Stock in shares of Common Stock or other shares of capital
stock, (ii) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock or (iv) increase or
decrease the number of shares of Common Stock outstanding by reclassification of
its shares of Common Stock, then the number of shares of Common Stock
purchasable upon exercise of each Warrant immediately after the happening of
such event shall be adjusted (including by adjusting the definition of "Warrant
Shares") so that, after giving effect to such adjustment, the Holder of each
Warrant shall be entitled to receive the number of shares of Common Stock upon
exercise that such Holder would have owned or have been entitled to receive had
such Warrants been exercised immediately prior to the happening of the events
described above (or, in the case of a dividend or distribution of shares of
Common Stock, immediately prior to the record date therefor). An adjustment made
pursuant to this Section 4.1(a) shall become effective immediately after the
effective date, retroactive to the record date therefor in the case of a
dividend or distribution in shares of Common Stock, and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.

            (b) CASH DIVIDENDS AND OTHER DISTRIBUTIONS. In case at any time or
from time to time after the date hereof the Company shall distribute to holders
of shares of Common Stock (i) any dividend or other distribution of cash,
evidences of its indebtedness, shares of its capital stock or any other
properties or securities or (ii) any options, warrants or other rights to
subscribe for or purchase any of the foregoing (other than, in each case set
forth in (i) and (ii), (x) any dividend or distribution described in Section
4.1(a) or (y) any rights, options, warrants or securities described in Section
4.1(c)) then the number of Warrant Shares purchasable upon the exercise of each
Warrant shall be increased to a number determined by multiplying the number of
shares of Common Stock issuable immediately prior to the record date upon
exercise of each Warrant by a fraction, the numerator of which shall be the sum
of (x) any cash distributed per Warrant Share and (y) the Current Market Value
of the portion, if any, of the distribution applicable to one Warrant Share
consisting of evidences of indebtedness, shares of stock, securities, other
property, warrants, options or subscription of purchase rights and the
denominator of which shall be the Current Market Value of the shares of Common
Stock comprising one Warrant Share immediately after such dividend or other
distribution. Such adjustment shall be made whenever any distribution is made
and shall become effective as of the date of distribution, retroactive to the
record date for any such distribution; PROVIDED, HOWEVER, that the Company is
not required to make an adjustment pursuant to this Section 4.1(b) if at the
time of such distribution the Company makes the same distribution to Holders of
Warrants as it makes to holders of shares of Common Stock pro rata based on the
number of shares of Common Stock for which such Warrants are exercisable
(whether or not currently exercisable). No adjustment shall be made pursuant to
this Section 4.1(b) which shall have the effect of decreasing the number of
Warrant Shares purchasable upon exercise of each Warrant.

            (c) RIGHTS ISSUE. In the event that at any time or from time to time
after the date hereof the Company shall issue, sell, distribute or otherwise
grant any rights to subscribe for or to purchase, or any options or warrants for
the purchase of, or any securities convertible or exchangeable into, shares of
Common Stock to all holders of shares of Common Stock, entitling such holders to
subscribe for or purchase shares of Common Stock or stock or securities
convertible into shares of Common Stock within 60 days after the record date for
such issuance,

<Page>
                                                                              10


sale, distribution or other grant, as the case may be, and the sum of (a) the
offering price of such right, option, warrant or other security (on a per share
basis) and (b) any subscription, purchase, conversion or exchange price per
share of Common Stock (the "CONSIDERATION") is lower at the record date for such
issuance than the then Current Market Value per share of such Common Stock, the
number of shares of Common Stock thereafter purchasable shall be increased to a
number determined by multiplying the number of shares of Common Stock issuable
immediately prior to the record date upon exercise of each Warrant by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights, options, warrants or
securities plus the number of additional shares of Common Stock offered for
subscription or purchase or into or for which such securities are convertible or
exchangeable, and the denominator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights, options,
warrants or securities plus the total number of shares of Common Stock which
could be purchased at the Current Market Value with the aggregate of the
Consideration with respect to such issuance, sale, distribution or other grant.
Such adjustment shall be made whenever such rights, options or warrants are
issued and shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such rights,
options, warrants or securities; provided however, that the Company is not
required to make an adjustment pursuant to this Section 4.1(c) if the Company
shall make the same distribution to Holders of Warrants. No adjustment shall be
made pursuant to this Section 4.1(c) which shall have the effect of decreasing
the number of Warrant Shares purchasable upon exercise of each Warrant.

            If the Company at any time shall issue two or more securities as a
unit and one or more of such securities shall be rights, options or warrants for
or securities convertible or exchangeable into, shares of Common Stock subject
to this Section 4.1(c), the consideration allocated to each such security shall
be determined in good faith by the Board.

            (d) COMBINATION; LIQUIDATION. (i) Except as provided in clause (ii)
below, in the event of certain consolidations, mergers or demergers of the
Company, or the sale of all or substantially all of the assets of the Company to
another Person (a "COMBINATION"), each Warrant will thereafter be exercisable
for the right to receive the kind and amount of shares of stock or other
securities or property to which such holder would have been entitled as a result
of such Combination had the Warrants been exercised immediately prior thereto.
Unless clause (ii) is applicable to a Combination, if any Warrants shall be
outstanding after a Combination, the Company shall provide that the surviving or
acquiring Person (the "SUCCESSOR COMPANY") in such Combination will enter into
an agreement with the Holders confirming the Holders' rights pursuant to this
Section 4.1(d) and providing for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4. The provisions of this Section 4.1(d) shall similarly apply to successive
Combinations involving any Successor Company.

            (ii) In the event of (A) a Combination, and, in connection
therewith, the consideration payable to the holders of shares of Common Stock in
exchange for their shares is payable solely in cash or (B) a dissolution,
liquidation or winding-up of the Company, then the holders of the Warrants will
be entitled to receive distributions on an equal basis with the holders of
shares of Common Stock or other securities issuable upon exercise of the
Warrants, as if the Warrants had been exercised immediately prior to such event,
less the Exercise Price. Upon

<Page>
                                                                              11


receipt of such payment, if any, the Warrants will expire and the rights of
holders thereof will cease.

            (iii) In the case of any such Combination, the surviving or
acquiring Person as described in this Section 4.1(d) and, in the event of any
dissolution, liquidation or winding-up of the Company, the Company, shall
promptly pay to the Holders of the Warrants the amounts to which they are
entitled as described above upon surrender of the Warrant Certificates. The
Company shall make payment to the Holders by delivering a check, or by wire
transfer of same-day funds, in such amount as is appropriate (or, in the case of
consideration other than cash, such other consideration as is appropriate) to
such Person or Persons as it may be directed in writing by the Holders
surrendering such Warrants.

            (e) TENDER OFFERS; EXCHANGE OFFERS. In the event that the Company or
any subsidiary of the Company shall purchase shares of Common Stock pursuant to
a tender offer or an exchange offer for a price per share of Common Stock that
is greater than the then Current Market Value per share of Common Stock in
effect at the end of the trading day immediately following the day on which such
tender offer or exchange offer expires, then the Company, or such subsidiary of
the Company, shall, within 10 Business Days of the expiry of such tender offer
or exchange offer, offer to purchase Warrants for comparable consideration per
share of Common Stock based on the number of shares of Common Stock which the
Holders of such Warrants would receive upon exercise of such Warrants (the
"OFFER") (such amount less the Exercise Price in respect of such share, the "PER
SHARE CONSIDERATION"); PROVIDED, HOWEVER, if a tender offer is made for only a
portion of the outstanding shares of Common Stock, then such offer shall be made
for such shares of Common Stock issuable upon exercise of the Warrants in the
same pro rata proportion.

            The Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "OFFER PERIOD"). No later than five
Business Days after the termination of the Offer Period (the "PURCHASE DATE"),
the Company shall purchase such Warrants for the applicable Per Share
Consideration.

            (f) OTHER EVENTS. If any event occurs as to which the foregoing
provisions of this Section 4 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Board, fairly and
adequately protect the purchase rights of the Warrants in accordance with the
essential intent and principles of such provisions, then the Board shall make
such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good
faith opinion of the Board, to protect such purchase rights as aforesaid.

            (g) WHEN NO ADJUSTMENT REQUIRED. Without limiting any other
exception contained in this Section 4.1, and in addition thereto, no adjustment
need be made for:

            (i) (A) grants to, exercises of Rights by, or issuances of equity
      securities to employees, directors, consultants or advisors of the Company
      or any of its subsidiaries and (B) exercises of Rights by, or issuances of
      equity securities in connection with Rights previously issued to former
      employees, former directors, former consultants (to the extent

<Page>
                                                                              12


      that all such securities, other than those permitted by clause (ii) below,
      do not have an aggregate value in excess of 15% of the equity value of the
      Company on a fully diluted basis, as determined in good faith by the
      Board). As used herein, "RIGHT" shall mean any right, option, warrant or
      convertible or exchangeable security containing the right to subscribe for
      or acquire one or more shares of Common Stock, excluding the Warrants;

            (ii) options, warrants or other agreements or rights to purchase
      capital stock of the Company entered into or granted prior to the date of
      the issuance of the Warrants or any issuance of capital stock pursuant
      thereto or in connection therewith;

            (iii) bona fide public offerings or private placements;

            (iv) rights to purchase shares of Common Stock pursuant to a Company
      plan for reinvestment of dividends or interest; and

            (v) a change in the par value of shares of Common Stock (including a
      change from par value to no par value or VICE VERSA).

            (h) ADJUSTMENT OF EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of each Warrant is adjusted, as
provided under this Section 4, the Exercise Price per share of Common Stock
payable upon exercise of such Warrant shall be adjusted (calculated to the
nearest $0.01) so that it shall equal the price determined by multiplying such
Exercise Price immediately prior to such adjustment by a fraction the numerator
of which shall be the number of shares of Common Stock purchasable upon the
exercise of each Warrant immediately prior to such adjustment and the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. Following any adjustment to the Exercise
Price pursuant to this Section 4, the amount payable, when adjusted, shall never
be less than the par value per share of Common Stock at the time of such
adjustment.

            If after an adjustment, a Holder of a Warrant upon exercise of it
may receive shares of two or more classes of capital stock of the Company, the
Company shall determine the allocation of the adjusted Exercise Price between
such classes of shares in a manner that the Board deems fair and equitable to
the Holders. After such allocation, the exercise privilege and the Exercise
Price of each class of shares shall thereafter be subject to adjustment on terms
comparable to those applicable to shares of Common Stock under this Section 4.

            Such adjustment shall be made successively whenever any event listed
above shall occur.

            4.2 SUPERSEDING ADJUSTMENT. Upon the expiration of any rights,
options, warrants or conversion or exchange privileges which resulted in the
adjustments pursuant to this Section 4, if any thereof shall not have been
exercised, the number of Warrant Shares purchasable upon the exercise of each
Warrant shall be readjusted as if (A) the only shares of Common Stock issuable
upon exercise of such rights, options, warrants, conversion or exchange
privileges were the shares of Common Stock, if any, actually issued upon the
exercise of such rights, options, warrants or conversion or exchange privileges
and (B) shares of Common Stock actually issued, if any, were issuable for the
consideration actually received by the Company

<Page>
                                                                              13


upon such exercise plus the aggregate consideration, if any, actually received
by the Company for the issuance, sale or grant of all such rights, options,
warrants or conversion or exchange privileges whether or not exercised;
PROVIDED, HOWEVER, that no such readjustment shall (except by reason of an
intervening adjustment under Section 4.1(a)) have the effect of decreasing the
number of Warrant Shares purchasable upon the exercise of each Warrant by an
amount in excess of the amount of the adjustment initially made in respect of
the issuance, sale or grant of such rights, options, warrants or conversion or
exchange privileges.

            4.3 MINIMUM ADJUSTMENT. The adjustments required by the preceding
Sections of this Section 4 shall be made whenever and as often as any specified
event requiring an adjustment shall occur, except that no adjustment of the
number of shares of Common Stock purchasable upon exercise of Warrants that
would otherwise be required shall be made (except in the case of a subdivision
or combination of shares of Common Stock, as provided for in Section 4.1(a))
unless and until such adjustment either by itself or with other adjustments not
previously made increases or decreases by at least 1% of the number of shares of
Common Stock purchasable upon exercise of Warrants immediately prior to the
making of such adjustment. Any adjustment representing a change of less than
such minimum amount shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence. In computing adjustments under this
Section 4, fractional interests in shares of Common Stock shall be taken into
account to the nearest one-hundredth of a share.

            4.4 NOTICE OF ADJUSTMENT. Whenever the number of shares of Common
Stock and other property, if any, purchasable upon exercise of Warrants is
adjusted, as herein provided, the Company shall deliver to the Holders a
certificate setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated (including a
description of the basis on which the Board determined the fair market value of
any evidences of indebtedness, other securities or property or warrants or other
subscription or purchase rights), and specifying the number of shares of Common
Stock purchasable upon exercise of Warrants after giving effect to such
adjustment. The Company shall promptly deliver a copy of such certificate to
each Holder.

            4.5 NOTICE OF CERTAIN TRANSACTIONS. In the event that the Company
shall propose (a) to pay any dividend payable in securities of any class to the
holders of its shares of Common Stock or to make any other distribution to the
holders of its shares of Common Stock, (b) to offer the holders of its shares of
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of Common Stock or shares of stock of any
class or any other securities, rights or options, (c) to effect any
reclassification of its shares of Common Stock, capital reorganization or
Combination or (d) to effect the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, or in the event of a tender offer or
exchange offer described in Section 4.1(e), the Company shall within 5 Business
Days of making such proposal, tender offer or exchange offer send to the Holders
a notice of such proposed action or offer, such notice to be mailed by the
Company to the Holders at their addresses as they appear in the Warrant
Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of shares of Common Stock, if
any such

<Page>
                                                                              14


date is to be fixed, and shall briefly indicate the effect of such action on the
shares of Common Stock and on the number and kind of any other shares of stock
and on other property, if any, and the number of shares of Common Stock and
other property, if any, purchasable upon exercise of each Warrant after giving
effect to any adjustment which will be required as a result of such action. Such
notice shall be given by the Company as promptly as possible and, in the case of
any action covered by clause (a) or (b) above, at least 10 Business Days prior
to the record date for determining holders of the shares of Common Stock for
purposes of such action and, in the case of any other such action, at least 20
Business Days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of shares of Common Stock,
whichever shall be the earlier.

            4.6 ADJUSTMENT TO WARRANT CERTIFICATE. The form of Warrant
Certificate need not be changed because of any adjustment made pursuant to this
Section 4, and Warrant Certificates issued after such adjustment may state the
same Exercise Price and the same number of shares of Common Stock as are stated
in any Warrant Certificates issued prior to the adjustment. The Company,
however, may at any time in its sole discretion make any change in the form of
Warrant Certificate that it may deem appropriate to give effect to such
adjustments and that does not affect the substance of the Warrant Certificate,
and any Warrant Certificate thereafter issued, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the
form as so changed.

            4.7 CHALLENGE TO GOOD FAITH DETERMINATION. Whenever the Board shall
be required to make a determination in good faith of the Current Market Value of
any item under Section 4, such determination may be challenged in good faith by
the Majority Holders.

            4.8 TREASURY STOCK. The sale or other disposition of any issued
shares of Common Stock owned or held by or for the account of the Company shall
be deemed an issuance thereof and a repurchase thereof and designation of such
shares as treasury stock shall be deemed to be a redemption thereof for the
purposes of this Agreement.

            SECTION 5. HOLDERS' RIGHTS AND OBLIGATIONS.

            5.1 REGISTRATION RIGHTS. The parties hereby agree and acknowledge
that the Holders will have registration rights with respect to Warrant Shares in
accordance with the provisions of the Registration Rights Agreement, dated as of
September 29, 1999, among the Company, WWI, H.J. Heinz Company ("Heinz") and
Artal Luxembourg S.A. ("Artal").

            5.2 OTHER RIGHTS AND OBLIGATIONS. The parties hereby agree that the
Warrants shall have the rights and be subject to the obligations set forth in
the Stockholders' Agreement, dated as of September 29, 1999 (the "Stockholders'
Agreement"), among the Company, WWI, Heinz and Artal with respect to shares of
Common Stock held by WWI. The parties hereby agree and acknowledge that the
Warrant Shares shall accordingly be subject to the provisions of the
Stockholders' Agreement.

            SECTION 6. MISCELLANEOUS.

            6.1 NOTICES TO THE COMPANY AND WWI. Any notice or demand authorized
by this Agreement to be given or made by the Holder of any Warrant Certificate
to or on the

<Page>
                                                                              15


Company shall be sufficiently given or made (i) five business days after
deposited in the mail, first class or registered, postage prepaid, (ii) one
business day after being timely delivered to a next-day air courier or (ii) when
receipt is acknowledged by the addressee, if telecopied, addressed (until
another addresses is filed in writing by the Company with the Holders), as
follows:

                              WeightWatchers.com, Inc.
                              888 Seventh Ave., 8th Floor
                              New York, New York 10106
                              Attention:  General Counsel
                              Telecopy: (212) 315-0709

            Any notice pursuant to this Agreement to be given by the Company to
any Holder shall be sufficiently given or made (i) five business days after
deposited in the mail, first-class or registered, postage prepaid, (ii) one
business day after being timely delivered to a next-day air courier or (ii) when
receipt is acknowledged by the addressee, if telecopied, addressed (until
another or additional address is filed in writing by a Holder with the Company)
to the Holder as follows:

                              Weight Watchers International, Inc.
                              175 Crossways Park West
                              Woodbury, New York 11797
                              Attention:  General Counsel
                              Telecopy:   (516) 390-1719

            6.2 AMENDMENTS. Except as set forth herein, the provisions of this
Agreement may only be amended or waived with the prior written consent of the
Company and each Holder; provided that the Company and the Majority Holders may
amend or waive this Agreement except to the extent such waiver or amendment
would constitute an adverse amendment or waiver to a non-consenting Holder's
rights hereunder in a material respect.

            6.3 SEVERABILITY. The provisions of this Agreement are severable,
and if any clause or provision shall be held invalid, illegal or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Agreement in any jurisdiction.

            6.4 SUCCESSORS. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Holders shall bind and inure to the
benefit of their respective permitted successors and assigns hereunder.

            6.5 TERMINATION. This Agreement (other than the Company's
obligations with respect to Warrants previously exercised and the Company's and
the Holders' rights and obligations set forth in Sections 5.1 and 5.2) shall
terminate at 5:00 p.m., New York City time on the Expiration Date.

<Page>
                                                                              16


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

            6.7 JURISDICTION; VENUE. 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.

            6.8 BENEFITS OF THIS AGREEMENT. (a) Nothing in this Agreement shall
be construed to give to any Person other than the Company and the Holders of any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company and the
Holders.

            (b) Prior to the exercise of the Warrants, no Holder of a Warrant
Certificate, as such, shall be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to receive dividends or
subscription rights, the right to vote, to consent, to exercise any preemptive
right, to receive any notice of meetings of stockholders for the election of
directors of the Company, to share in the assets of the Company in the event of
the liquidation, dissolution or winding up of the Company's affairs or any other
matter or to receive any notice of any proceedings of the Company, except as may
be specifically provided for herein.

            6.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

            6.10 TABLE OF CONTENTS. The table of contents and headings of the
Sections of this Agreement have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.

            6.11 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>
                                                                              17



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                    WEIGHTWATCHERS.COM, INC.


                                    By: /s/ Sharon A. Fordham
                                       ---------------------------------


                                    WEIGHT WATCHERS INTERNATIONAL, INC.


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


<Page>

                                    EXHIBIT A


                       [Form of Amended and Restated Note]



<Page>

                                    EXHIBIT B

                          [Form of Warrant Certificate]



<Page>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]




<Page>

                   FORM OF ELECTION TO PURCHASE WARRANT SHARES


<Page>

                                                                               2

Securities and/or check to be issued to:

      Please insert social security or identifying number:

      Name:
           -------------------------------------------------------

      Street Address:
                     ---------------------------------------------

      City, State and Zip Code:
                               -----------------------------------

Any unexercised Warrants evidenced by the within Warrant Certificate to be
issued to:

      Please insert social security or identifying number:

      Name:
           -------------------------------------------------------

      Street Address:
                     ---------------------------------------------

      City, State and Zip Code:
                               -----------------------------------